Accelario Free Version License Agreement

IMPORTANT – PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY CLICKING “I AGREE,” OR BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

This License Agreement (the “Agreement”) is entered into between you (“Licensee”) and Accelario Software Inc. (“Licensor”), a company incorporated under the laws of Delaware, USA.

1. License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use the Accelario Free Version software (the “Software”) solely for internal use and evaluation purposes.

2. Restrictions

Licensee shall not:

  1. Copy, modify, or create derivative works of the Software;
  2. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software;
  3. Rent, lease, lend, sell, sublicense, or distribute the Software;
  4. Use the Software for any purpose other than internal evaluation purposes;
  5. Remove or alter any proprietary notices or labels on the Software.

3. Ownership

Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. Licensee acknowledges that the Software is licensed, not sold, and that Licensee does not acquire any ownership rights in the Software.

 4. No Support or Maintenance

Licensor is not obligated to provide any support, maintenance, updates, or enhancements for the Software under this Agreement.

5. Term and Termination

This Agreement is effective upon your acceptance of its terms and shall continue until terminated by either party. Licensor may terminate this Agreement at any time, with or without cause, by providing written notice to Licensee. Licensee may terminate this Agreement at any time by ceasing all use of the Software and destroying all copies of the Software in its possession or control. Upon termination of this Agreement, the license granted hereunder shall immediately terminate, and Licensee shall cease all use of the Software and destroy all copies of the Software in its possession or control.

6. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

7. Limitation of Liability

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with Licensee’s use of the Software or breach of this Agreement.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved exclusively in the courts located in the State of Delaware.

10. Survival

Article 3 (Ownership), Article 5 (Term and Termination), Article 6 (Disclaimer of Warranties), Article 7 (Limitation of Liability), Article 8 (Indemnification), Article 9 (Governing Law and Dispute Resolution), and Article 11 (Miscellaneous), shall survive the expiration or termination of this Agreement in accordance with the respective provisions contained in such provisions.

11. Miscellaneous

  1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
  2. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
  3. Licensee may not assign or transfer this Agreement, by operation of law or otherwise, without Licensor’s prior written consent. Any attempt by Licensee to assign or transfer this Agreement, without such consent, will be null and of no effect. Licensor may freely assign this Agreement.

 

By downloading, installing, or using the Software, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

 

For any questions regarding this Agreement, please contact:

Accelario Software Inc.

1560 Broadway STE 1111, New York, NY 10036 USA

[email protected]

 

Last Updated: June 18, 2024