As used herein "Software Product" means a single copy of the "Firmware update WXR 3" software, and all accompanying files, images, data and materials received in conjunction with your order of this installation package (whether received concurrently or after your receipt of the initial package).
Please read the following terms and conditions carefully before using this Software Product. Your use or installation of this copy of the Software Product indicates your acceptance of this End User License Agreement (the "Agreement") and your understanding that you, and any business or organization that you represent, will be bound by these terms and conditions. If you do not agree to any of the terms of this Agreement, then do not install or use the Software Product.
LICENSE GRANT: Provided you agree to and comply with all terms and conditions of this Agreement, Apex Tool Group LLC ("Apex") grants you a personal non-transferable license to use this Software Product on a single computer or product that is owned or controlled by you. The licensed Software Product may be installed and used by only one person on only one computer or product. The Software Product may not be distributed or copied in any manner. The Software Product’s component parts may not be separated for use on more than one computer or product. This Software Product may not be shared or accessed through a network (unless a separate site license agreement is entered into with Apex). All components accompanying the software have copyright protection and/or are otherwise protected by the intellectual property rights of Apex and/or its affiliates and may not be taken apart, modified, used or published with other software. You agree that Apex and its affiliates may collect and use NO RIGHT TO SUPPORT, SERVICE, & UPDATES: Apex and its affiliates shall have no obligation to provide updates, support services, or maintenance for the Software Product. If Apex or its affiliates should ever choose to provide updates, services, maintenance, and/or licenses free of charge, Apex and its affiliates have no express or implied obligation to continue to provide any such products, services, or licenses and may, at its complete discretion, choose to begin to charge for or cease providing any such products, services, or licenses.
DISCLAIMER OF WARRANTIES: This Software Product, all accompanying files, data, and materials, and any future services or materials related thereto, are provided "AS IS" and with no warranties of any kind, whether express or implied. The user must assume all risk of using the Software Product. APEX AND ITS AFFIALIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED OR STATUTORY, AND MAKE NO REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, OR NON-INFRINGEMENT. This disclaimer of warranty constitutes an essential part of this Agreement.
LIMITATION OF LIABILITY: Any liability of Apex and its affiliates will be limited exclusively to refund of any purchase price for the Software Product. In addition, to the maximum extent permitted by applicable law, in no event shall Apex or its principals, shareholders, officers, employees, contractors, or affiliates, be liable for any incidental, consequential, indirect, special, punitive, or any other damages whatsoever relating to the use of Software Product or any accompanying materials, updates, or services.
INDEMNITIES AND OTHER LIMITATIONS ON USE: In no event does Apex authorize you to use this Software Product in applications or systems where Software Products failure to perform can reasonably be expected to result in a physical injury or loss of life. Any such use by you is entirely at your own risk, and you agree to defend, indemnify, and hold harmless Apex and its affiliates from any allegations, claims, or losses relating to such unauthorized use.
This Software Product and all services provided may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any country, state or city law is strictly prohibited. This includes, but is not limited to: copyrighted material, material we judge to be threatening or obscene, or material protected by trade secret and other statute. You agree to defend, indemnify, and hold harmless Apex and its affiliates from any allegations, claims, or losses resulting from your use of this Software Product.
INTELLECTUAL PROPERTY RIGHTS: Apex and/or its affiliates are the exclusive owners of the copyright of this Software Product and accompanying materials and any other intellectual property rights therein, including any derivatives and improvements related thereto. All rights of any kind, which are not expressly granted in this Agreement, are entirely and exclusively reserved to and by Apex. You may not modify, translate, reverse engineer, de-compile, disassemble, or create derivative works based on this Software Product. You may not make access to Software Product available to others in connection with a service bureau, application service provider, or similar business. There are no third party beneficiaries of any promises, obligations or representations made by Apex herein. This Agreement does not grant any rights in connection with any trademarks or patents of Apex and/or its affiliates. You may not disclose to other persons any data or techniques relating to this Software Product that are acquired through de-compiling or reverse engineering or through other inappropriate or unauthorized means, or that you know or should know are trade secrets of Apex or its affiliates. Failure of Apex to exercise or enforce any intellectual property right or provision of this Agreement shall not constitute a waiver of such right or provision.
AUDIT RIGHTS: Upon written notice to you, Apex may conduct an independent audit of your records and computing devices to determine your compliance with this Agreement and your payment of license fees (if any).
TERMINATION: Without prejudice to any other rights, Apex may terminate this Agreement if you, or any business or organization with which you are associated, fails to comply with the terms and conditions of this Agreement. In such event, you must destroy all copies of the Software Product and any component parts. Upon any attempt by you to transfer the Software Product, your license is automatically terminated and you are no longer permitted to use the Software Product.
ENTIRE AGREEMENT: This Agreement constitutes the complete understanding between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements, and arrangements.
APPLICABLE LAW AND VENUE: This Agreement shall be governed by the laws of the State of Maryland in the United States of America, without regard to the conflict of laws provisions thereof. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in the County of Baltimore in Maryland in any legal suit, action, or proceeding arising out of or based upon this Agreement or the Software Product.