e-Mersion™ SOFTWARE ENTERPRISE LICENSE AGREEMENT
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING OR USING THE SOFTWARE.
BY DOWNLOADING OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT IS INFORCABLE AGAINST YOU AND ANY LEGAL ENTITY YOU REPRESENT, FOR EXAMPLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CONTACT E-MERSION AT support@e-mersion.com FOR A FULL REFUND, AND DO NOT DOWNLOAD THE PRODUCT.
Enterprise License Grant: e-Mersion, Inc. ("e-Mersion") and its suppliers grant to you, the Customer ("Customer") a nonexclusive and nontransferable enterprise license to use the e-MersionTM software ("Software") and/or proprietary media assets (“Assets”). This e-MersionTM Software and Assets may only be installed in a single location on a hard disk or other storage device accessible by no more than ten (10) computers ("Permitted Number of Computers") owned or leased by Customer ; or (ii) provided the Software is configured for network use, installed on a single file server for use on a single local area network for either (but not both) of the following purposes: (a) permanent installation onto a hard disk or other storage device of up to the Permitted Number of Computers; or (b) use of the Software over such network, provided the number of computers connected to the server does not exceed the Permitted Number of Computers.
As part of the enterprise license agreement, e-Mersion will provide Customer with a limited custom branding service. The terms of this service plan will be provided by e-Mersion through a separate, signed contract and will be delivered within 30 days of payment of the Enterprise fee. For more information about the custom branding service please contact sales@e-mersion.com
EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, CUSTOMER SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE. E-MERSION SOFTWARE IS REGISTERED AND PROTECTED UNDER US COPYRIGHT LAWS.
In consideration for the grant of the license and the use of the Software, Customer agrees to pay e-Mersion the sum of license as listed in the e-Mersion on-line store at the time of purchase.
Customer agrees that aspects of the licensed materials, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of e-Mersion. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of e-Mersion. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with e-Mersion.
LIMITED WARRANTY. e-Mersion warrants that for a period of thirty (30) days from the date of shipment from e-Mersion: (i) The Software and Assets are provided AS IS. (ii) This limited warranty extends only to Customer as the original licensee. Customer's exclusive remedy and the entire liability of e-Mersion and its suppliers under this limited warranty will be, at e-Mersion or its service center's option, repair, replacement, or refund of the Software if reported (or, upon request, returned). In no event does e-Mersion warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
This warranty does not apply if the software (a) has been altered, except by e-Mersion, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by e-Mersion, (c) is used in an unanticipated way (e.g., on a non-supported operating system).
Optional maintenance. After expiration of the Warranty Period, Customer may continue to receive maintenance support for successive twelve (12) month periods. The charge for such optional maintenance support shall be e-Mersion’s regular list price for maintenance and support for the Software as published from time to time by e-Mersion. Customer shall notify e-Mersion in writing if it desires to receive optional maintenance. If Customer fails to take optional maintenance and later elects to receive it, e-Mersion reserves the right to charge Licensee its maintenance fees for the period of the lapse in maintenance. e-Mersion may elect to discontinue maintenance at any time upon notice to Customer, and refund of any then unearned maintenance fees.
DISCLAIMER. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW.
IN NO EVENT WILL e-Mersion OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF E-MERSION OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall e-Mersion or its suppliers' have a liability to the Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which e-Mersion does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from e-Mersion if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software.
This License shall be governed by and construed in accordance with the laws of the State of Oregon, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.
Customer grants to e-Mersion or its independent accountants the right to examine its books, records and accounts during Customer's normal business hours to verify compliance with the above provisions. In the event such audit discloses that the Permitted Number of Computers is exceeded, Customer shall promptly pay to e-Mersion the appropriate licensee fee for the additional computers or users. At e-Mersion's option, e-Mersion may terminate this license for failure to pay the required license fee.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following address:
e-Mersion, LLC,. 28505 SW Grahams Ferry Rd. Wilsonville, OR 97070
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.