EULA - End User License Agreement
THIS END USER LICENSE AGREEMENT APPLIES TO THESE FIRELINE SYSTEMS SOFTWARE PRODUCTS:
FireLine Software
FireLine DoorPack
FireLine SecurePack
FireLine HVACPack
FireLine ElectricPack
FireLine LandscapingPack
FireLine OrderPack
FireLine Opportunity Tracker
FireLine Business Manager
FireLine QuickQuote
FireLine Service Manager
FireLine Call Tracker
Custom FireLine Software
This End User License Agreement ("EULA") is a legal agreement between You ("You" and "Your" includes a person and/or an individual entity) and Fireline Systems concerning the specified evaluation, demonstration and/or retail software products(s) (hereinafter respectively referred to as "Evaluation Product," "Demonstration Product" and "Retail Product"; and collectively referred to as "Software"). The Software includes all component parts, the associated media, any printed materials, any updates, and any "online" or electronic documentation, as applicable. By accessing, installing, copying or otherwise using the Software, You agree to be bound by the terms of this EULA. If You do not agree to the terms of this EULA, Fireline Systems is unwilling to license the Software to You. In such event, You may not access, use or copy the Software, and You should promptly contact Fireline Systems for instructions on returning the Software. WRITTEN ASSENT IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS EULA.
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1. License.
a. License Grant.
(i) Retail Product. If You licensed a Retail Product, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, Fireline Systems hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable right to install and run one copy of the specified version of the Software and the accompanying documentation, solely for Your individual use. This EULA authorizes you to make one copy of the Retail Product solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the original version of the Software.
(ii) Demonstration Product. If You licensed a Demonstration Product, subject to the payment of all applicable license fees, and the terms and conditions of this EULA, Fireline Systems hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable and revocable right to install and run copies of the Demonstration Product and the accompanying documentation, solely on computer(s) owned or controlled exclusively by You, for Your individual use and for demonstration, marketing, promotional, end user support, training and/or development purposes, each to the extent permitted and/or required under the applicable Fireline Systems Solution Provider, Certified Consultant, Development Partner, Professional Accountant Recommender, Online Referral Partner, Hosting Partner, Recognized Training Center, Distribution Agreement, Sales Agent, Value Added Reseller or other applicable agreements
between You and Fireline Systems (collectively the "Other Fireline Systems Agreement"). Use of the Product is limited to not more than the number of concurrent users and/or seats as specified in the Sales Agreement, multi-user license, product packaging or accompanying documentation. This EULA authorizes You to make one copy of the Product solely for backup or archival purposes, provided that the copy You make contains all of the proprietary notices set forth in or on the original version of the Software. You may have additional rights as may be set forth in other Fireline Systems Agreements that are applicable.
(iii) Evaluation Products. If You licensed an Evaluation Product, subject to the terms and conditions of this EULA, Fireline Systems hereby grants to You a limited, non-sublicensable, non-exclusive, non-transferable and revocable right to install and run one copy of the Evaluation Product and the accompanying documentation, solely for Your individual use for evaluation purposes.
(iv) All Software. Upon receipt of the appropriate Software registration information, Fireline Systems will either provide you with a backend database already prepared with the appropriate number of user licenses or provide You may receive an alphanumeric Code to enable You to use the Software pursuant to the terms of this EULA. Documentation shall include, but not be limited to, any printed materials, "online" or electronic data provided by or obtained from Fireline Systems with regard to this Software ("Documentation"). The Software and Documentation are licensed, not sold. Even though copies of the Software may be provided on media of different formats, copies of the Software on different media formats do not constitute multiple licenses to the Software. If the Software is licensed as a suite or bundle with more than one specified Software product, this EULA applies to all such specified Software products, subject to any restrictions or usage terms specified on the applicable product packaging or accompanying documentation that applies to any of such Software products individually.
(v) Custom Software. Software that is custom designed and developed for, and at the request of, a client for a particular purpose will be licensed to that client and not sold. It will be subject to all of the conditions as above in paragraph (iv), (All Software), and is further subject to all other provisions of this EULA as Software.
b. Single-User. If this Software is licensed as a single user product, You may use only one copy of the Software, by not more than one user at a time, on a total of one computer or workstation, or personal digital assistant, or pager, or "smart phone," or one such other electronic device for which the Software was designed ("Client Device"), unless otherwise set forth herein. The component parts of the Software may not be used individually or jointly in full or in part on more than one Client Device, unless otherwise set forth herein. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., random-access memory or RAM) of that Client Device.
c. Multi-User. If the Software is licensed with multi-user or networked license terms, You may use the Software on one server computer, or a greater number as specified in the applicable multi-user license, product packaging or accompanying documentation, within a multi-user or networked environment for connecting, directly or indirectly, to not more than the maximum number of Client Devices, concurrent users and/or seats, as specified in the applicable multi-user license, product packaging or accompanying documentation. Use of software, hardware or services that bypass any Software license restrictions and/or reduce the number of Client Devices, concurrent users and/or seats, as may be applicable, accessing or utilizing the Software (e.g., "multiplexing," "pooling," or third party add on software or hardware) expressly does not reduce the number of licenses required (i.e., the required number of licenses would equal the number of distinct inputs to the multiplexing or pooling software or hardware "front end"). If the number of Client Devices, concurrent users and/or seats that can potentially connect to the Software exceeds or has the potential to exceed the number of licenses You have obtained, then You must have a reasonable self-enforcing automatic mechanism in place to ensure that Your use of the Software does not exceed the use limits specified for the license You have obtained.
2. Term. Regardless of the location of the Software, You are responsible for strict compliance with any and all of the terms and conditions of this EULA. This EULA will terminate automatically if You fail to comply with any of the limitations or other requirements described herein, and such termination shall be in addition to and not in lieu of any criminal, civil or other remedies available to Fireline Systems. When this EULA terminates, You must immediately cease using the Software and destroy all copies of the Software and the Documentation. You may terminate this EULA at any point by destroying all copies of the Software and the Documentation.
a. Retail Product. If You licensed a Retail Product, this EULA is effective unless and until You or Fireline Systems terminates the EULA earlier, in accordance with the terms set forth herein.
b. Demonstration Product. If You licensed a Demonstration Product, this EULA is effective unless and until You or Fireline Systems terminates the EULA earlier, in accordance with the terms set forth herein or the terms set forth in Your Other Fireline Systems Agreement or upon the earlier termination or expiration of Your Other Fireline Systems Agreement.
c. Evaluation Product. If You licensed an Evaluation Product, this EULA is effective for a period commencing on the earliest date this Evaluation Software is downloaded, installed or first run and thereafter continuing for the period specified in the product packaging or accompanying documentation, unless sooner terminated by You or Fireline Systems in accordance with the terms set forth herein, but in no event shall such term exceed one hundred and eighty (180) days.
3. Updates. Fireline Systems may, at its sole discretion, make bug fixes, updates and/or service packs available. Fireline System's maintenance service, if applicable and offered, is available for Retail Product at an additional cost to You, as Licensee, under a separate written agreement. Fireline System’s maintenance service is not available for Evaluation Product.
4. Ownership Rights.
a. Ownership of Software. The Software and Documentation are protected by United States patent, copyright laws and other intellectual property laws, and international treaty provisions. Fireline Systems and its third party licensors, if any, retain all title to and, except as expressly and unambiguously licensed herein, all rights and interest in (a) the Software, including, but not limited to, all copies, versions, customizations, compilations and derivative works thereof (by whomever produced) and all related Documentation; (b) the Fireline System’s trademarks, service marks, trade names, icons and logos; (c) any and all copyright rights, patent rights, trade secret rights and other intellectual property and proprietary rights throughout the world in the foregoing; and (d) all Confidential Information (as defined in Section 13 below). You acknowledge that Your possession, installation, or use of the Software does not transfer to You any ownership, title, or registrable interest of any kind to the intellectual property in the Software, (including custom designed software), and that You will not acquire any rights to the Software except as expressly set forth in this EULA. You agree that all backup, archival, or any other type of copies of the Software and Documentation will contain the same proprietary notices that appear on and in the Software and Documentation.
b. Submissions. Should You decide to submit any materials to Fireline Systems via electronic mail, through or to Fireline Systems website(s), or otherwise, whether as feedback, data, questions, comments, ideas, concepts, techniques, suggestions or the like, You agree that such submissions are unrestricted and shall be deemed non-confidential upon submission. You grant to Fireline Systems and its assigns a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license, with the right to sublicense, to use, copy, transmit, distribute, create derivative works of, commercialize, display and perform such submissions.
5. Restrictions. You may not rent, lease, sublicense, loan, sell, distribute, market or commercialize any portion of the Software (including custom designed software) or its components. You may only install and use the Software (a) on hardware which is under Your exclusive control and, in the case of hardware performing any server functions, located at premises where You normally conduct day-to-day business operations; (b) on server hardware located at premises under the exclusive or primary control of an authorized Fireline Systems Hosting Partner or its agent; or (c) on a server not owned by You if You will be the only party with access to the Software on such server. You may not permit any parent, affiliate, subsidiary or any other third parties to benefit from the use or functionality of the Software, either directly or via a facility management, timesharing, service bureau or any other arrangement; provided, however, that You may use the Software, as provided herein, to process the data of an affiliate or subsidiary of which You own more than fifty percent (50%); provided, however, You may not exceed the number of datasets specified on the applicable product packaging or accompanying documentation. You may not use the Software as part of a facility management, timesharing, or service bureau arrangement. You may not transfer any or all of the rights granted to You under this EULA. To the maximum extent this restriction is permitted under applicable law, You may not rename files of, modify, translate, localize, decompile, disassemble, decrypt, reverse engineer, attempt to derive source code from, remove any proprietary notices from, or create derivative works based upon the Software, in whole or in part. You may not duplicate or copy any portion of the Software or Documentation, unless otherwise set forth herein. You may not remove any proprietary notices or labels on the Software, including, but not limited to, the Fireline Systems and product names wherever they may appear. All rights not expressly set forth hereunder are reserved by Fireline Systems. Fireline Systems reserves the right to periodically conduct audits upon advance written notice to verify compliance with the terms of this EULA.
6. Warranty and Disclaimer.
a. Limited Warranty. Fireline Systems warrants that for ninety (90) days from the date of original purchase the media on which the Software is contained will be free from defects in materials and workmanship.
b. Customer Remedies. Fireline Systems entire liability and Your exclusive remedy shall be replacement of the defective media. To receive replacement of defective media, You must receive a return authorization number from Fireline Systems and return the defective media to Fireline Systems at Your expense with a copy of Your receipt. This limited warranty is void if the defect has resulted from accident, abuse, or misapplication. Any replacement media will be warranted for the remainder of the original warranty period. This remedy is not available to the extent it is prohibited under United States export control laws and regulations.
c. Warranty Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE LIMITED WARRANTY SET FORTH HEREIN, THE SOFTWARE (AND ACCOMPANYING DOCUMENTATION) IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING PROVISIONS, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND SOLE RESPONSIBILITY FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, FIRELINE SYSTEMS MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE, VIRUS FREE, OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL SATISFY YOUR SPECIFIC REQUIREMENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIRELINE SYSTEMS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, OF LACK OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, AND LACK OF NEGLIGENCE OR LACK
OF WORKMANLIKE EFFORT, ALL WITH REGARD TO THE SOFTWARE AND ASSOCIATED DOCUMENTATION. THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. THE ENTIRE RISK OF THE QUALITY OF OR ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE, IF ANY, REMAINS SOLELY WITH YOU. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
d. Indemnification. You agree to defend, indemnify and hold harmless Fireline Systems and its directors, officers, employees, affiliates, sublicensees, and agents from and against all claims, defense costs (including reasonable expert and attorneys' fees), judgments and other expenses arising out of or on account of any negligent act, omission, or willful misconduct by You or on Your behalf in (i) the installation or use of the Software or (ii) your compliance or failure to comply with this EULA.
e. Data. YOU ACKNOWLEDGE THAT ANY DATA ENTRY, CONVERSION OR STORAGE IS SUBJECT TO THE LIKELIHOOD OF HUMAN AND MACHINE ERRORS, MALICIOUS MANIPULATION, OMISSIONS, DELAYS, AND LOSSES, INCLUDING, BUT NOT LIMITED TO, INADVERTENT LOSS OF DATA OR DAMAGE TO MEDIA THAT MAY RESULT IN LOSS OR DAMAGE TO YOU AND/OR YOUR PROPERTY, AND/OR YOUR DETRIMENTAL RELIANCE ON MALICIOUSLY MANIPULATED DATA. FIRELINE SYSTEMS SHALL NOT BE LIABLE FOR ANY SUCH ERRORS, OMISSIONS, DELAYS, OR LOSSES. YOU ARE RESPONSIBLE FOR ADOPTING REASONABLE MEASURES TO LIMIT THE IMPACT OF SUCH PROBLEMS, INCLUDING BACKING UP DATA, ADOPTING PROCEDURES TO ENSURE THE ACCURACY OF INPUT DATA, EXAMINING AND CONFIRMING RESULTS PRIOR TO USE, ADOPTING PROCEDURES TO IDENTIFY AND CORRECT ERRORS AND OMISSIONS, REPLACING LOST OR DAMAGED MEDIA, AND RECONSTRUCTING DATA. YOU ARE ALSO RESPONSIBLE FOR COMPLYING WITH ALL LOCAL, STATE, AND FEDERAL LAWS PERTAINING TO THE USE AND DISCLOSURE OF ANY DATA. IF YOU LICENSED AN EVALUATION PRODUCT, YOU ACKNOWLEDGE AND UNDERSTAND (I) THAT THE EVALUATION PRODUCT MAY BE USED FOR EVALUATION PURPOSES ONLY, (II) THAT THE EVALUATION PRODUCT SHALL BE OPERABLE ONLY FOR A LIMITED TIME AND (III) THAT, UPON EXPIRATION OF THE EVALUATION PERIOD, ANY DATA OR OTHER INFORMATION USED WITH, PROCESSED BY AND/OR STORED IN CONJUNCTION WITH THE EVALUATION PRODUCT MAY BE IRRETRIEVABLE, UNRECOVERABLE AND/OR OTHERWISE UNUSABLE.
f. Authorized Fireline Systems Solution Providers and Certified Consultants. ANY AUTHORIZED FIRELINE SOLUTION PROVIDER, CERTIFIED CONSULTANT, RESELLER, INSTALLER OR CONSULTANT IS NOT AFFILIATED WITH FIRELINE SYSTEMS IN ANY CAPACITY OTHER THAN AS A RESELLER, INSTALLER OR CONSULTANT OF FIRELINE SYSTEM'S PRODUCTS AND HAS NO AUTHORITY TO BIND FIRELINE SYSTEMS OR MODIFY ANY LICENSE OR WARRANTY. FIRELINE SYSTEMS MAKES NO REPRESENTATIONS, WARRANTY, ENDORSEMENT OR GUARANTEE WITH RESPECT TO THE SKILLS OR QUALIFICATIONS OF ANY AUTHORIZED FIRELINE SYSTEMS SOLUTION PROVIDER, CERTIFIED CONSULTANT, RESELLER, INSTALLER OR CONSULTANT AND YOU ARE ENCOURAGED TO INDEPENDENTLY INVESTIGATE THE SKILLS AND QUALIFICATIONS OF ANY AUTHORIZED FIRELINE SYSTEMS SOLUTION PROVIDER, CERTIFIED CONSULTANT, RESELLER, INSTALLER OR CONSULTANT WITH WHOM YOU ASSOCIATE.
7. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL FIRELINE SYSTEMS BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, FOR PERSONAL INJURY, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING A DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE (WHETHER ACTIVE OR PASSIVE), AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OR INABILITY TO USE THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE, AND GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT, OR BREACH OF WARRANTY BY FIRELINE SYSTEMS, AND EVEN IF FIRELINE SYSTEMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FIRELINE SYSTEMS BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE LIST PRICE FIRELINE SYSTEMS CHARGES FOR A LICENSE TO THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. THE FOREGOING PROVISIONS SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Entire Agreement. This EULA expressly supersedes and completely replaces any and all prior end user license agreements. Fireline Systems shall not be bound by or liable to You for any pre-existing or contemporaneous written or oral representations or warranties, made by anyone, with respect to the Software Product, including any authorized Solution Provider, Certified Consultant, distributor or reseller or their respective agents, employees, or representatives, nor shall You be deemed a third party beneficiary of any obligations of Fireline Systems to any such Solution Provider, Certified Consultant, distributor or reseller.
9. Severability. If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall in no way be affected or impaired thereby.
10. United States Government. The Software (including custom designed software) and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this EULA and shall be prohibited except to the extent expressly permitted by the terms of this EULA.
11. Export Controls. You acknowledge that the Software may be subject to export controls imposed by U.S. laws and regulations. During the term of this EULA, You agree to comply with the U.S. Foreign Corrupt Practices Act and with all export laws and restrictions and regulations of the United States Department of Commerce, U.S. Department of the Treasury or other United States or foreign agency or authority, and not to knowingly export, re-export, download, or allow the export, re-export or downloading of the Software or Documentation and any underlying information or technology in violation of any such restrictions, laws or regulations. By accessing, installing, downloading or using the Software You are agreeing to the foregoing and You are certifying that You are not located in, under the control of, or a national or resident of any country to which the export of the Software is prohibited.
EXPORT OF THE SOFTWARE MAY BE SUBJECT TO COMPLIANCE WITH THE RULES AND REGULATIONS PROMULGATED FROM TIME TO TIME BY THE BUREAU OF INDUSTRY AND SECURITY, UNITED STATES DEPARTMENT OF COMMERCE, WHICH RESTRICT THE EXPORT AND RE-EXPORT OF CERTAIN PRODUCTS AND TECHNICAL DATA. YOU
ACKNOWLEDGE AND AGREE THAT IF THE EXPORT OF THE SOFTWARE IS CONTROLLED UNDER SUCH RULES AND REGULATIONS, THEN YOU SHALL NOT CAUSE THE SOFTWARE TO BE EXPORTED OR RE-EXPORTED, DIRECTLY OR INDIRECTLY, (A) WITHOUT ALL EXPORT OR RE-EXPORT LICENSES AND UNITED STATES OR OTHER GOVERNMENTAL APPROVALS REQUIRED BY ANY APPLICABLE LAWS, OR (B) IN VIOLATION OF ANY APPLICABLE PROHIBITION AGAINST THE EXPORT OR RE-EXPORT OF ANY PART OF THE SOFTWARE. SOME COUNTRIES HAVE RESTRICTIONS ON THE USE OF ENCRYPTION WITHIN THEIR BORDERS, OR THE IMPORT OR EXPORT OF ENCRYPTION EVEN IF FOR ONLY TEMPORARY PERSONAL OR BUSINESS USE. YOU ACKNOWLEDGE THAT THE IMPLEMENTATION AND ENFORCEMENT OF THESE LAWS IS NOT ALWAYS CONSISTENT AS TO SPECIFIC COUNTRIES. YOU ACKNOWLEDGE THAT IT IS YOUR ULTIMATE RESPONSIBILITY TO COMPLY WITH ANY AND ALL GOVERNMENT EXPORT AND OTHER APPLICABLE LAWS AND THAT FIRELINE HAS NO FURTHER RESPONSIBILITY AFTER THE INITIAL LICENSE TO YOU WITHIN THE ORIGINAL COUNTRY OF LICENSE.
12. High Risk Activities. The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities"). Fireline Systems expressly disclaims any express or implied warranty of fitness for High Risk Activities.
13. Confidentiality. You agree that the Software, including, but not limited to, all source and object code components, screen shots and displays, graphical user interfaces, algorithms, formulae, data structures, scripts, application programming interfaces and protocols, and the Documentation (collectively the "Confidential Information") are trade secrets of Fireline Systems and are owned by Fireline Systems or, where applicable, its third-party licensors. You agree to retain all Confidential Information in strict confidence at least with the same amount of diligence that You exercise in preserving the secrecy of Your most-valuable information, but in no event less than reasonable diligence. You agree to: (i) only disclose Confidential Information to Your employees and agents to the extent required to use the Software under the terms of this EULA and not to disclose or disseminate the Confidential Information to any third party without the prior written consent of Fireline Systems, (ii) use the Confidential Information solely for Your benefit as provided for herein and not to allow any third party to benefit from the Confidential Information, and (iii) bind Your employees and agents, by terms no less restrictive than those set forth herein, to maintain the confidentiality of such Confidential Information, and not use or disclose such information except as permitted under this EULA. Notwithstanding the disclosure of any Confidential Information for any reason, such Confidential Information shall continue to be owned by Fireline or its licensors. Nothing contained herein shall be deemed to prevent You from disclosing or disseminating Your data, in any format or any report, to whomever You so choose. Notwithstanding anything else to the contrary in this Section 13, and only with respect to Demonstration Product, You are permitted to use the Demonstration Product to demonstrate and promote the functionality and benefits of the Product.
14. Miscellaneous. This EULA is exclusively governed by the laws of the United States and the State of Massachusetts, without reference to conflicts of law principles. Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and shall be administered by the Boston office of the AAA, and any hearings scheduled shall be held in Boston, Massachusetts. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This EULA sets forth all of Your rights and is the entire agreement between the parties. This EULA supersedes any other communications with respect to the Software and/or Documentation. This EULA may not be modified except by a written addendum issued by a duly authorized
representative of Fireline Systems. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by a duly authorized representative of Fireline Systems. Notwithstanding the arbitration clause previously described herein, you hereby acknowledge a breach of this EULA would cause irreparable harm and significant injury to Fireline Systems that may be difficult to ascertain and that a remedy at law would be inadequate and so you agree that Fireline Systems shall have the right to seek and obtain immediate injunctive relief to enforce the obligations under this EULA in addition to any other rights and remedies it may have. If any provision of this EULA is held invalid, the remainder of this EULA shall continue in full force and effect. The controlling language of this EULA is English. If You have received a translation into another language, it has been provided for Your convenience only.
15. Fireline Systems Customer Contact. If You have any questions concerning these terms and conditions, or if You would like to contact Fireline Systems for any other reason, please call (781) 497-9581, or write to us at: Fireline Systems, 62 Fuller Rd., North Andover, MA, 01845, USA. You may also find us on the Web at http://www.firelinesystems.com.