This Hosted Software License Agreement ("Agreement") is a legal Agreement between you, between ___________ (“Client”), and CorePartners, Inc. ("CPI") which covers access to and use of the CoreAchieve Learning Management System ("Software") including any reports ("Reports") and associated user documentation ("Documentation") solely in conjunction with the CorePartners Application Hosting Service ("Service"). This Agreement is effective from the day that you indicate your approval of the terms of the Agreement by completing the initial logon sequence, and shall remain in force until the Service is terminated at the end of your Service subscription term or as otherwise set forth below. No rights of access or use after such limited subscription term are granted to Customer under this Agreement.
Grant of License: Subject to your paying all applicable fees to CPI or its authorized distributor when or before they fall due, CPI grants you a non-exclusive right to use the Software, Reports and Documentation during the subscription term of the Service. You may only use the Software in conjunction with the Service and only for the organization or entity identified in the Agreement. The Software may only be executed on one hardware platform ("Server") which shall be part of Service. For the purposes of this Agreement, a Server is considered to be a hardware platform which may consist of one or multiple CPUs but which is designed to operate as a single software execution entity, including a clustered hardware environment. You may make one copy of the Reports for backup or archival purposes and as many printed or electronic copies of the Documentation as reasonably necessary to exercise your right to use the Service. Where additional Reports are purchased by you at a future time for use with this Service, you agree that such Reports are covered under the terms of this Agreement. Any Reports licensed to you under this Agreement are solely for your use and may not distributed to or used by a third-party.
Pricing: CorePartners reserves the right to increase the prices set forth in its quotation to Customer consistent with increases in hosted resource usage if the Customer exceeds CorePartners’ initial quoted parameters including without limitation data storage capacity and processing requirements CorePartners will provide written notice to the Customer 30 days prior to any such increase
Copyright and Intellectual Property: The Software, Reports and Documentation, and any trademarks in connection therewith, are owned by CPI or its licensors, and are protected by both national and international law. The Software contains trade secrets and confidential information of CPI and its licensors. You agree to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copies shall be made. No title to or ownership of any of the Software or trademarks is transferred to you or any third party by this Agreement. You acknowledge that all of the copyright and other intellectual property rights subsisting in or used in connection with the Software are and remain the sole property of CPI or its licensors, and you shall not during its term or at any time after the expiry or termination of this Agreement in any way question or dispute such ownership. Except as expressly set forth in this Agreement, you shall not execute, use, reproduce (either permanently or temporarily), rent, lease, sublicense, subdivide, distribute, transfer, display, translate, adapt, arrange or alter the Software or create derivative works based upon the Software, or take any action inconsistent with CPI’s or its licensors' intellectual property rights in the Software. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law. You agree to reproduce CPI's copyright and all other legal notices, including but not limited to other proprietary notices, and notices mandated by governmental entities, on all complete or partial reproductions, adaptations, or transmissions of the Software, Reports and Documentation. You will not use the Software in breach of any third party licenses you have obtained, and CPI shall incur no liability for any such breach. License fees charged by CPI relate solely to the underlying technology and are not based on any third party information contained in the Reports generated by the Service. If the Software, Reports and Documentation incorporate information published or disseminated by third parties, and you agree to comply with any copyright and usage rules that may be published or communicated by such parties from time to time. You acknowledge that CPI has no responsibility for the accuracy or completeness of such third-party information, and no liability or responsibility for information provided by or on behalf of Customer that is incorporated in the Reports. CPI does not claim any ownership or rights to certain textual information contained in the Reports that has previously been published or disseminated by third parties; however, the Reports themselves are owned by CPI.
Limited Warranty: CPI warrants that the Software will conform substantially in accordance with the User Documentation for the term of the Service. CPI does not warrant that the execution of the Software shall be uninterrupted or error-free. While CPI does not warrant that the Software is free from all known viruses, it has used commercially reasonable efforts to check for the most commonly known viruses.
Fair Use: The Software and Reports may contain certain information published by third parties that CPI reasonably and in good faith considers to be in the public domain. In the event that a third party should contest such right of fair use, Licensee agrees to abide by any order or injunction that may be obtained that may preclude usage of such information. While CPI will endeavor to resolve future right of use for this information, it does not warrant that any such right of use will be granted by the third party nor will CPI be held liable for any direct or consequential damage caused to Licensee by an inability to use the affected Software or Reports.
Customer Remedies: CorePartners' entire liability and your exclusive remedy in connection with this Agreement shall be as expressly provided in this Agreement. NO OTHER WARRANTIES: EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, COREPARTNERS DISCLAIMS ALL OTHER REPESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SOFTWARE AND SERVICE, AND ANY ACCOMPANYING USE, REPORTS, DOCUMENTATION AND MEDIA, AND, BY WAY OF EXAMPLE BUT NOT LIMITATION, ANY REPESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
LIMITATION OF LIABILITY: IT IS EXPRESSLY AGREED THAT IN NO EVENT SHALL COREPARTNERS OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, ECONOMIC, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR INDIRECT LOSSES) ARISING FROM YOUR USE, OR INABILITY TO USE, THE SOFTWARE OR SERVICE, REGARDLESS OF WHETHER COREPARTNERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COREPARTNERS' ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE IN PRIOR TWELVE (12) MONTHS.
Entire Agreement: This Agreement supersedes all prior written and oral communications or negotiations regarding the Software or Service, and sets out the entire agreement between CPI and you, the Licensee, concerning its subject matter. CPI reserves all rights not specifically granted herein.
Termination: This license is effective only during the limited term of Service for which Customer has subscribed and paid, and may be terminated by CPI on thirty (30) days’ written notice of any breach of the Agreement by Customer. In addition, CPI may suspend the Service if Customer has not paid applicable fees within fifteen (15) days after such fees are due.
U.S. Government Restricted Rights: All CPI products and documentation are commercial in nature. The Software and Documentation are "Commercial Items", as that term is defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a) (5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable, CPI’s computer software and computer software documentation are licensed to United States Government end users with only those rights granted to commercial end users, according to the terms and conditions contained in this Agreement. Manufacturer/Distributor is CorePartners Inc.
Choice of Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Maryland, without regard to principles of conflicts of law. Any legal proceeding involving a dispute or other matter arising under or in connection with this Agreement may only be brought in a federal or state court located in the State of Maryland, and all parties to this Agreement hereby irrevocably consent to and will not contest the exercise of personal jurisdiction and venue by any such court with respect to any such proceeding. Changes: This Agreement may only be modified by a license addendum which accompanies this Agreement or by a written document which has been signed by both you and CPI. Should you have any questions concerning this Agreement, or if you desire to contact CPI for any reason, please write: CorePartners, Inc., Customer Service, 5 South Market Street, Suite 302, Frederick MD 21701, U.S.A.
Use of Names: Neither party shall use the name, logo, trademark or other symbol of the other in advertising or publicity releases or publicly distributed materials without securing the prior written consent of the other; provided, however, that CPI shall be permitted to identify Customer as a user of the Software and Service in public forums and in proposals and similar communications made by CPI to prospective clients. Such permitted references shall not imply an endorsement of CPI by Customer.
Further Assurances: Each of the parties covenants and agrees on behalf of itself, its successors, and its assigns, without further consideration, to prepare, execute, acknowledge, file, record, publish, and deliver such other instruments, documents and statements, as may be required by law or are reasonably necessary to effectively carry out the purposes of this Agreement.
Export Restrictions: Customer acknowledges that the Software is subject to the export control laws and regulations of the United States, and any amendments thereof. Customer confirms that it will not transfer, deal with, export or re-export such Software, directly or indirectly, either to any countries that are subject to United States export restrictions except in accordance with U.S. law and regulations.
Conflicting Terms: In the event of any conflict between the terms of any service addendum or similar ordering document and this Agreement, the terms of this Agreement shall govern. The terms of any Customer invoice or similar document do not affect or modify this Agreement.
Assignment: Except as specifically permitted herein, neither this Agreement nor any rights or obligations hereunder may be transferred or assigned by Customer without CPI’s prior written consent, which consent will not unreasonably be withheld or delayed.
Force Majeure. Neither party shall be liable for non-performance caused by events beyond its reasonable control (except payment obligations).
Severability: Any provision hereof found by a tribunal of competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect.
No Waiver: Waiver of any provision hereof by a party in one or more instance shall not preclude enforcement thereof on future occasions.
Basis of Bargain: Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party to enter into this Agreement.
Headings: Headings are for reference purposes only and have no substantive effect. The singular includes the plural, and vice versa.
Counterparts: This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterpart together will constitute one and the same agreement.