END USER LICENSE AGREEMENT
1. Definitions. "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media provided to Licensee, together with (b) upgrades, modified versions, updates, and additions to the Software, if any (collectively, "Software Updates"), licensed to Licensee by Travel Automation Management Company, Inc. (“TA”). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software. "Permitted Number" means one (1) copy of the Software unless otherwise indicated on Licensee’s Order Document (e.g. multi-user seat license, site license, enterprise license). "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
2. Annual Software License. As long as Licensee complies with the terms of this End User License Agreement (the "License"), TA grants to Licensee a limited, non-exclusive license to Use the Software for the purposes described in the documentation, or the usual intended purposes, if no documentation is provided. Some third party materials included in the Software may be subject to other terms and conditions. The License commences on the date indicated on the ordering document or the date payment of the license fee is received, whichever is later (“Effective Date”), and shall expire one (1) year from the Effective Date, unless renewed by paying the applicable renewal fee at least thirty (30) day in advance of expiration.
2.1. General Use. Licensee may install and Use a copy of the Software on Licensee’s Computer. Multiple instances may be installed on multiple computers as desired by the user.
2.2. Backup Copy. Licensee may make one (1) backup copy of the Software, provided Licensee’s backup copy is not installed or used on any Computer. Licensee may not transfer the rights to a backup copy unless Licensee transfers all rights in the Software with Licensor’s prior permission in writing.
3. Intellectual Property Rights. The Software and any copies that Licensee are authorized by TA to make are the intellectual property of and are owned by TA. The structure, organization and code of the Software are the valuable trade secrets and confidential information of TA. The Software is protected by copyright, including without limitation United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being used. Any copies that Licensee are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. Licensee agrees not to modify, adapt or translate the Software. Licensee also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent Licensee may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and Licensee have first requested TA to provide the information necessary to achieve such operability and TA has not made such information available. TA has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by TA or obtained by Licensee, as permitted hereunder, may only be used by Licensee for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Except as expressly stated above, this Agreement does not grant Licensee any intellectual property rights in the Software.
4. Transfer or Other Assignment Prohibited. Licensee may not, rent, lease, sublicense or authorize all or any portion of the Software to be copied onto another users computer except as may be agreed to by TA in writing.
5. NO WARRANTY. The Software is being delivered to Licensee "AS IS" and TA makes no warranty as to its use or performance. TA DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE
EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO LICENSEE IN LICENSEE’S JURISDICTION, TA MAKES NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL TA BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A TA REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. TA’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSE.
7. Termination. This License shall terminate in the following ways: (a) upon expiration; (b) by mutual agreement in a writing signed by both parties; (c) by Licensee with thirty (30) days’ written notice to TA; (d) immediately by TA, upon the occurrence of the following: (i) a breach of any term of this agreement by Licensee, where written notice is given by TA and the breach is not cured by Licensee within ten (10) days of notice; or (ii) Licensee’s discontinuance, for any reason, from doing business in the ordinary course, or the dissolution, liquidation or bankruptcy of a party or the transfer of all or part of its capital, property or assets in a way which could substantially impair the party’s ability to perform in accordance with this agreement. Within ten (10) days of notice of termination, Licensee shall: (a) return all Software, and any existing copies, to TA; (b) delete or destroy all magnetic copies of the Software in existence; and (c) provide TA with a sworn affidavit that these acts have been performed.
8. Notice to U.S. Government End Users. The Software and any accompanying documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
9. General. This agreement is effective on the date Licensee begins using the Software. The parties agree that this agreement is made under and shall be governed by and interpreted under Michigan law without regard to conflicts of laws provisions. This agreement represents the entire understanding between them with respect to the subject matter, and legally supersedes all prior oral or written agreements, statements, representations, negotiations, or promises. If any of the terms of this agreement are found to be invalid in a court of law they shall be interpreted to have the maximum extent permissible and the remaining terms shall not be affected, but will remain in full force and effect. The parties agree to submit exclusively to the jurisdiction of the courts of the State of Michigan and US Eastern District of Michigan for the resolution of any dispute arising out of or in connection with this agreement or services provided under it. Notices under this agreement must be in writing and may be sent either by hand delivery; messenger; certified mail, return receipt requested: overnight courier; or by facsimile (with a confirming copy by certified mail or overnight courier) and shall be effective when received by such party at the address listed above or such other address as shall have been provided in writing. This agreement is exempted from the application of the UN Convention for the International Sale of Goods (CISG). The controlling language of this agreement shall be English.
