This End-User License Agreement (this "EULA") contains the terms and conditions that govern your use of the SOFTWARE (as defined below) and imposes material limitations to your rights. Please read this EULA carefully and treat it as valuable property.
Software Covered by this EULA. This EULA governs your use of Cobisi Routing Assistant (individually and collectively, the "SOFTWARE"). The term "SOFTWARE" includes:
This EULA is a Legally Binding Agreement between You and Efran Cobisi. If you are acting as an agent of a company or another legal person, such as an officer or other employee acting for your employer, then "you" and "your" mean your principal, the entity or other legal person for whom you are acting. However, importantly, even if you are acting as an agent for another, you may still be personally liable for violation of federal and State laws, such as copyright infringement.
By signifying your acceptance of the terms of this EULA, you intend to be, and hereby are, legally bound to this EULA to the same extent as if Efran Cobisi and you physically signed this EULA. By installing, copying, or otherwise using the SOFTWARE, you agree to be bound by all the terms and conditions of this EULA. If you do not agree to all of such terms and conditions, you may not install or use the SOFTWARE. If you do not agree with any of the terms herewith and, for whatever reason, installation has begun or has been completed, you should cancel installation or un-install the SOFTWARE, as the case may be.
The rights granted under this EULA are only effective upon payment of license fees: the SOFTWARE is licensed, not sold.
You are hereby granted a limited, royalty-free, non-exclusive right to use the SOFTWARE. You may not distribute, bundle, wrap, or subclass the SOFTWARE.
The following terms have the respective meanings used in this EULA:
"DEVELOPED SOFTWARE" means those computer software products that are developed by or through the use of the SOFTWARE.
"DEVELOPER" means a human being or any automated device using the SOFTWARE in accordance with the terms and conditions of this EULA.
Unless you submit to Efran Cobisi a written request that your company and/or your Website may not be used for marketing purposes, you hereby grant Efran Cobisi the right to mention your company and/or your Website as a customer site in all of its marketing materials, including, but not limited to, Efran Cobisi's Websites, brochures, leaflets, emails, and press releases in any media format, whether electronic or printed. Such use may include listing your Website, linking to your Website, and/or displaying your company's logo as part of such listings or links.
Subject to the terms and conditions of this EULA, the licenses are perpetual. Updates and upgrades to the SOFTWARE may be provided by Efran Cobisi from time-to-time, and, if so provided by Efran Cobisi, are provided upon the terms and conditions offered at that time by Efran Cobisi in his sole discretion. Efran Cobisi may provide updates and upgrades to the SOFTWARE for free or for any charge, at any time or never, and through his chosen manner of access and distribution, all in Efran Cobisi's sole discretion.
You agree that all right, title, and interest in and to the SOFTWARE (including, but not limited to, any images, photographs, animations, video, audio, music, text, and "scripts" incorporated into the SOFTWARE), and any copies of the SOFTWARE, and any copyrights and other intellectual properties therein or related thereto are owned exclusively by Efran Cobisi. The SOFTWARE is protected by copyright laws and international treaty provisions. The SOFTWARE is licensed to you, not sold to you. Efran Cobisi reserves all rights not otherwise expressly and specifically granted to you in this EULA.
You may make a copy of the SOFTWARE solely for backup or archival purposes.
You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation.
You may not rent or lease the SOFTWARE. You may permanently transfer all of your rights under the EULA, provided that you retain no copies, that you transfer all the SOFTWARE (including all component parts, the media and printed materials, any updates, upgrades, this EULA and, if applicable, the Certificate of Authenticity), and that the transferee agrees to be bound by the terms of this EULA. If the SOFTWARE is an update or upgrade, any transfer must include all prior versions of the SOFTWARE.
Without prejudice to any other rights he may have, Efran Cobisi may terminate this EULA and the licenses if you fail to comply with the terms and conditions contained herein. In such an event, you must destroy all copies of the SOFTWARE and all of its component parts.
Efran Cobisi warrants that:
EXCEPT AS OTHERWISE PROVIDED IN THE PRECEDING SENTENCE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EFRAN COBISI EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE, DOCUMENTATION AND ANYTHING ELSE PROVIDED BY EFRAN COBISI HEREBY AND EFRAN COBISI PROVIDES THE SAME IN “AS IS” CONDITION WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND DOCUMENTATION REMAINS WITH YOU. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS WHICH VARY FROM STATE TO STATE AND FROM COUNTRY TO COUNTRY.
EFRAN COBISI PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR ANY SAMPLE APPLICATION CODE, REDISTRIBUTABLE FILES, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE. ANY SAMPLE APPLICATION CODE, TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED "AS IS".
Efran Cobisi's entire liability and your exclusive remedy under this EULA shall be, at Efran Cobisi's sole option, either:
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EFRAN COBISI BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF EFRAN COBISI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN CERTAIN CASES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
This is the Entire Agreement. This EULA (including any addendum to this EULA included with the SOFTWARE) is the final, complete and exclusive statement of the entire agreement between you and Efran Cobisi relating to the SOFTWARE. This EULA supersedes any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of this EULA, whether oral or written. No terms or conditions, other than those contained herein, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound (such as by continuing with an installation of the SOFTWARE, etc.).
You agree to indemnify, hold harmless, and defend Efran Cobisi and his suppliers and resellers from and against any and all claims or lawsuits, including attorney's fees, which arise out of or result from your distribution of your DEVELOPED SOFTWARE or from your breach of any of the terms and conditions of this EULA.
If for any reason a court of competent jurisdiction finds any provision of this EULA, or any portion thereof, to be unenforceable, that provision of this EULA will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA will continue in full force and effect. Formatives of defined terms shall have the same meaning of the defined term. Failure by either party to enforce any provision of this EULA will not be deemed a waiver of future enforcement of that or any other provision. Except as otherwise required or superseded by law, this EULA is governed by the laws of Italy, without regard to its conflict of laws principles. In respect of any dispute which may arise concerning this EULA, the case will fall within the jurisdiction of the courts of Padova, Italy.
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