This License Agreement (“Agreement”) is a legally binding agreement between you (“you” or “User”) and Devbridge Group LLC, and its affiliates (collectively, “Devbridge”), for the use of the software application contained herein (“Software”). The terms “you”, “I”, “my”, “me”, “our”, “we” and “us” are used interchangeably herein and each are intended to refer to, and bind, you and the institution that employs you (“Employer”). Access to and use of the Software by any User is subject to this Agreement, any additional license terms applicable to the Software or any component thereof, including any modifications or additions to this Agreement or such additional license terms from time to time issued by Devbridge or a third party licensor or service provider (all of which shall be deemed to be included in the term “Agreement”), and all applicable laws and regulations.
TO DOWNLOAD OR USE THIS SOFTWARE, YOU MUST ACCEPT THE LICENSE AGREEMENT TERMS. ADDITIONALLY, CERTAIN COMPONENTS OF THE SOFTWARE MAY BE SUBJECT TO ADDITIONAL LICENSE TERMS, AS SET FORTH HEREIN OR OTHERWISE DISCLOSED DURING THE DOWNLOADING PROCESS (SUCH AS THE GITHUB TERMS OF SERVICE, WHICH CAN BE FOUND HERE). YOU AGREE THAT EACH INSTANCE OF YOUR DOWNLOADING, INSTALLATION, IMPLEMENTATION OR USE OF THE SOFTWARE SHALL CONSTITUTE YOUR AGREEMENT TO THE TERMS OF THIS LICENSE AGREEMENT AND ANY SUCH ADDITIONAL LICENSE TERMS.
YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED BY YOUR EMPLOYER TO ENTER INTO AND BE BOUND BY THIS AGREEMENT ON YOUR BEHALF AND TO BIND YOUR EMPLOYER.
LICENSE: Devbridge grants you a non-exclusive and non-transferable license (“License”) to use the Software for your Individual Use (defined below) as set forth herein, and to use the data and/or collateral materials supplied by Devbridge solely in connection with such use of the Software (“Data”) and any and all Devbridge copyrights, services marks, trade marks or other intellectual property (collectively, the “Supplies”). You agree that you will protect the proprietary rights and interests of Devbridge in the Supplies. As used herein, the term “Individual Use” means use of the Supplies only by you for your own benefit (which may include use of the Supplies in providing your Employer’s services to its clients (“Clients”)). Except for Individual Use, or as otherwise set forth in the documentation for the Software (“Documentation”), you may not grant any third party access to or use of the Supplies. Individual Use as permitted under this Agreement includes the download, installation and modification (as permitted herein) of the Software to be utilized with Data to create customized presentations comprised of proprietary information and materials that can be provided electronically to your Clients. Devbridge reserves the right to restrict third party access to such information or material in Devbridge’s sole judgment. Devbridge may in its sole discretion change the content and format of the Supplies, or the platform on which the Software is offered, from time to time.
COPYRIGHT AND LIMITATIONS ON USE: The Supplies are a trade secret of Devbridge, protected by copyright law and other intellectual property law, and all ownership rights remain with Devbridge. Except for those licenses granted by Devbridge to User in this Agreement, all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks, service marks, and trademark and service mark registrations, and any other rights and interests in, and to, the Supplies (collectively “Intellectual Property Rights”) are reserved by, and shall remain solely with, Devbridge and/or Devbridge’s licensors. You acknowledge and agree that no Intellectual Property Rights in the Supplies shall vest in you, your Employer or your Clients as a result of this Agreement, or the licenses granted herein. To the extent you use the Supplies to provide your Employer’s services to its Clients, you shall ensure that Devbridge’s Intellectual Property Rights in the Supplies shall remain unencumbered, and you will not grant or allow any Intellectual Property Rights in such Supplies to pass to you, your Employer or any Client.
You may not, except as permitted herein or otherwise with the prior written consent of Devbridge, directly or indirectly: (a) sell, assign, distribute, adapt, translate, decompile, disassemble, modify, duplicate, create derivative works from or otherwise alter, transfer or use all or any portion of the Supplies, except as permitted in this Agreement or the Documentation; (b) use all or any portion of the Supplies in connection with a prospectus or other issuance or promotion of a financial instrument; (c) use any element(s) of the Supplies other than in connection with your permitted use of the Software; (d) use the Supplies in any manner that would constitute a substitute for a license to use or a purchase of the Supplies or any portion of the Supplies (for example, use all or any portion of the Data to create a separate or substitute database); (e) grant any third party direct or indirect access to any portion of the Supplies except pursuant to the terms of this Agreement; (f) remove any product identification, copyright notices, or other notices or proprietary restrictions from the Supplies; (g) reverse engineer, disassemble, or decompile the Supplies; or (h) cause or permit others to do any of the foregoing.
MODIFICATIONS TO SOFTWARE: Any modifications, alterations, changes, revisions, or corrections to any part of the Software by you (collectively, “Modifications”) shall be owned, as between you and Devbridge, by you; provided, however, that the Intellectual Property Rights in the Software shall at all times remain with Devbridge, even in the event your Modifications constitute a “derivative work” of the Software under applicable copyright laws (“Derivative Work”). You agree to include in any such Derivative Work or other modified form of the Software a conspicuous notice of Devbridge’s Intellectual Property Rights in the Supplies . In consideration of these rights granted to you by Devbridge, you hereby grant to Devbridge an irrevocable, perpetual, worldwide, fully paid license, with right to modify or sublicense, any such Derivative Work. Please contact us firstname.lastname@example.org if you would like to discuss including your Modifications in the underlying Software.
TERM AND TERMINATION: The term of this Agreement and the Licenses granted hereunder shall begin immediately upon your acceptance hereof, and will be automatically extended for consecutive one-month periods and shall remain in effect until terminated as set forth herein. Either party may terminate this Agreement for any reason or no reason, as provided herein. To terminate this Agreement, you must do so by sending an email email@example.comDevbridge may terminate this Agreement and the Licenses granted hereunder at any time upon notice to you if you fail to comply with any of the terms of this Agreement, and such termination shall act to immediately revoke the Licenses granted hereunder. Devbridge may also terminate this Agreement for any reason or no reason by giving you at least thirty (30) calendar days prior written notice. Upon such termination, you will return to Devbridge or certify as destroyed, all versions and all copies of the Supplies within thirty (30) calendar days from the date of the written termination notice. Any notice of termination will be delivered to your last known address (including an email address) that Devbridge has in its records. Regardless of who terminates this Agreement or why this Agreement is terminated, there is no refund and no proration of any amounts collected by Devbridge under this Agreement. Any provision of this Agreement that by its very nature or context is intended to survive any termination, cancellation or expiration hereof shall so survive, and shall apply to all respective successors and assigns.
WARRANTY DISCLAIMER AND INDEMNIFICATION: The Supplies are provided by Devbridge on an “AS IS” basis. The accuracy and completeness of the Data are not guaranteed, and you understand that data fields may not be consistent throughout the Data. Devbridge does not represent or warrant that the Supplies will be uninterrupted, free from error, or free from unauthorized hidden programs introduced into the Supplies. DEVBRIDGE HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED REGARDING THE SUPPLIES (AND ANY RESULTS, INFORMATION OR MATERIAL TO BE OBTAINED FROM THE USE THEREOF), INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, ACCURACY, COMPLETENESS, ORIGINALITY AND NONINFRINGEMENT, COMPLIANCE WITH ANY REGULATORY OR LEGAL REQUIREMENTS OR LAWS, AND ALL WARRANTIES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING AND USAGE OF TRADE OR THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. You shall defend, indemnify and hold harmless Devbridge and its officers, directors, employees and agents from and against any claim, cause of action, demand, losses, damages, liabilities and costs (including, but not limited to, reasonable attorneys’ fees and court costs), arising out of or relating to your breach of this Agreement or your use of the Supplies. The foregoing indemnification obligation shall survive termination of this Agreement.
LIABILITY, LIMITATION OF ACTION AND REMEDIES: Notwithstanding anything herein to the contrary, Devbridge shall not be liable under any contract, negligence, strict liability or other legal or equitable theory for: (a) any lost profits, lost savings, lost data of loss or use; (b) any claims against you or Employer of any kind by any other party; (c) any direct, indirect, incidental, special, consequential or punitive damages or costs; (d) cost of procurement of substitute goods or services; or (e) any delay or failure to perform its obligations hereunder, errors of any kind, event of force majeure and/or matters beyond its control; whether or not Devbridge has been advised of or could have foreseen the possibility of such damages. Without limiting the preceding sentence, it is agreed that the maximum liability of Devbridge, under any contract, negligence, strict liability or other legal or equitable theory for all damages, regardless of the form of the action, shall not exceed an amount equal to $1.00, and that this shall be your and Employer’s sole and exclusive remedy. No action, regardless of form, arising out of or pertaining to the Supplies or the terms of this Agreement may be brought against Devbridge by you or Employer more than one (1) year after the cause of action has occurred.
You are solely responsible for providing services to your Employer and/or Clients, operating and otherwise using the Supplies and for ensuring the accuracy and adequacy of the results of such services, operations, use, material or information, including legal and regulatory compliance. You assume the entire risk of any use made of the Supplies and shall have full responsibility for any decisions and/or analyses in which any element of the Supplies may be used or relied upon. Any reliance by you or others upon the Supplies will not diminish that responsibility. You agree that remedies at law are inadequate to protect Devbridge in the event that you breach the terms of this Agreement, and that in addition to any other remedies which may be available to it, Devbridge may seek injunctive and other equitable relief against you for breach of the terms of this Agreement.
CONFIDENTIAL INFORMATION: You acknowledge that the Supplies are valuable, confidential and proprietary belonging to Devbridge and that you have no proprietary interest whatsoever in the Supplies. You further acknowledge that by receiving access to the Supplies you are entering into a relationship of trust and confidence with Devbridge. Accordingly, during the Term and after the termination of this Agreement, however arising, you shall hold in strict confidence all proprietary information of Devbridge and all Confidential Information (as defined below), will not divulge such information to third parties, and will take all actions to protect the Confidential Information requested by Devbridge. For the purposes of this Agreement, “Confidential Information” shall mean the Supplies, and all modifications, revisions and updates thereto made by or on behalf of Devbridge, and all other information of a confidential nature disclosed by Devbridge to you.
COMPLIANCE WITH LAW: You agree you are and shall remain in compliance with all applicable laws governing the your business as it relates to your performance under this Agreement. You acknowledge and agree that your performance under this Agreement will comply with all applicable law at all times during the term of this Agreement. You also agree to comply fully with all applicable laws and regulations to assure that neither the Supplies, nor any direct product thereof, is exported, directly or indirectly, in violation of any U.S. export law or regulation.
MISCELLANEOUS: Neither this Agreement nor any right or obligation hereunder, including the Licenses granted hereunder, is assignable in whole or in part, whether by operation of law or otherwise, by either party without the express written consent of the other party, and any such attempted assignment shall be void and unenforceable. Notwithstanding the foregoing, Devbridge may assign this Agreement, in whole or in part, without your consent, to (a) any entity which controls, or is controlled by, or is under common control with Devbridge, (b) any entity resulting from any merger or consolidation with Devbridge, or (c) any person or entity which acquires substantially all of the assets of the Devbridge as a going concern.
You acknowledge that you have read this Agreement and all additional terms referenced herein and agree to be bound by its terms. This Agreement (including the Order Form, and all schedules and addenda hereto), along with the additional terms referenced herein, contains the entire understanding of the parties with respect to the subject matter hereof and it supersedes any oral or written communications or representations relating hereto. No modification or waiver of this Agreement by you shall be binding unless in writing and signed by Devbridge. The waiver by either party of any breach by the other party of any of its obligations hereunder or the failure of either party to exercise any of its rights in respect of such a breach shall not be deemed to be a waiver of any previous or subsequent breach.
This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without regard to conflict of law principles. All suits, proceedings or claims to enforce the provisions of this Agreement shall be brought in the courts of the State of Illinois in the County of Cook, or in the United States District Court for the Northern District of Illinois, and you hereby consent to the jurisdiction and venue of those courts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision or requirement will be enforced only to the extent that it is not in violation of such law or is not otherwise unenforceable and all other provisions and requirements of this Agreement shall remain in full force and effect.