OUTWIT SOFTWARE END USER AND DEVELOPER LICENSE AGREEMENT
Welcome to the OutWit Application Software (the "Software").
By downloading and/or installing the software to which this agreement is attached, you accept all the terms and conditions hereunder.
OutWit reserves the right to update, change and disable the Software at any time. You can find the most recent version of the Software License at www.outwit.com/legal/license.txt -- OutWit may change this Software License by posting a new version without notice to you. Continued usage of the Software after such changes constitutes acceptance of such changes.
Extension or Outfit - An external software module developed by OutWit, by the user or by a third party that extends the capabilities of the Software using the Application Program Interface proposed by OutWit, without altering the Kernel of the OutWit Software.
Kernel - The portions of the Software that are not clearly identified as Extensions or Outfits.
Develop - The act of programming a new module (an Extension, an OutFit or a Widget) that interacts with the Software.
Light Version - A free, limited version of the Software, clearly identified as such by OutWit, and in which limitations have not been removed, using a key, a serial number or any other means.
Professional Version - A version of the Software in which limitations where removed after payment of a fee by the user to OutWit, using a personal and non-transferable key, serial number or any other means provided by OutWit.
II. Licensed Uses and Restrictions.
By accepting the terms of this Agreement, you represent to OutWit Technologies and its affiliates (collectively, "OutWit") that you are over the age of eighteen (18) years or over the age of majority in your country of residence, or that you are a minor but have obtained the consent from your legal representative (parent or guardian) to enter into this Agreement.
The Software application and/or computer files installed or utilized by the installer application (collectively, the "Software") are owned either by OutWit or a third party.
OutWit hereby grants, and You hereby accept, a worldwide, non-exclusive, non-sublicenseable license (except for conditions listed below), on the terms and conditions set forth in the present document or as set forth in any end-user license agreement provided by a third party. This Software License defines legal use of the Software for all applicable contributions by OutWit, and all updates, revisions, substitutions, and any copies of the Software made by or for you. All rights not expressly granted to you are reserved by OutWit or their respective owners.
a. You may: (1) install and use, for your own reasonable business purposes or personal use, the Software and any authorized update provided by OutWit, in object code form, on a personal computer owned or controlled by you. Your license to the Software under this Software License continues until it is terminated either by you or by OutWit. You may terminate this License by discontinuing use of the Software and by destroying all copies you have made or installed of the applicable Software. OutWit may terminate this Agreement at any time and without notice. This Software License will automatically terminate if you violate any term of the present License, if OutWit publicly posts a written notice of termination on OutWit's Web site, or if OutWit directly sends you a written notice of termination. (2) develop, create derivative works or improvements, only by creating new external Extensions or Outfits, without altering the application Kernel or any Outfit produced by OutWit. (3) Convey verbatim copies of the Light Version's source code of the Software as you receive it, in any medium, provided that you conspicuously and appropriately publish on each copy an appropriate copyright notice; keep intact all notices stating that this License and any non-permissive terms added apply to the code; keep intact all notices of the absence of any warranty; and give all recipients a copy of this License along with the Program. (4) Charge any price or no price for derivative works or improvements that you have developed as new external Extensions or Outfits, and offer support or warranty protection for a fee.
b. You may not: (1) sell, market, license, sub-license, license for fee, rent, lease, lend a Professional Version of the Software or access thereto, whether for direct commercial or monetary gain or otherwise, without OutWit's prior, express, written permission; (2) decompile, decrypt, reverse engineer, disassemble, modify, create derivative works on or improve the Kernel of the Software and any software Extension or Outfit produced by OutWit, or any portion thereof; (3) incorporate the Software into any computer chip or the firmware of a computing device manufactured by or for you; (4) use the Software in a manner that over-utilizes OutWit's or any third party's available resources; (5) use the Software in a way that violates the terms of service of content providers, search engines or other online resources; (6) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Software License, in particular, you may not use the Software to gain access to, extract, collect copyrighted information or media or infringe on any intellectual property law on protected material; (7) use, or export the Software in violation of applicable laws or regulations.
One license gives you the right to install the Software on up to three machines that you control, as long as these copies of the Software are not used at the same time.
A 'Yearly' license gives you the right to use latest version of the Software during one year. If you prefer, a 'One-Off' license is proposed with a 12-month free upgrade plan. The One-Off license covers all versions during the upgrade plan then remains valid without limitation on the latest version released before its expiration. If you own a One-Off license and wish a new version of the Software after your plan has expired, you will have the opportunity to upgrade at a discounted price and this will renew your plan for a year.
III. Ownership and Relationship of Parties.
You acknowledge and agree that the Software constitutes proprietary information and/or trade secrets of OutWit and/or its suppliers, whether or not any portion thereof is or may be validly copyrighted or patented. For the purpose of this Agreement, "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
OutWit and/or its suppliers, own all rights, title and interest in and to the Software, including all Intellectual Property Rights. This Agreement conveys a limited right to operate the Software and shall not be construed to convey title to the Software or any copyright, patent, or other proprietary right of OutWit and/or its suppliers to You. No right, title, or interest in or to any trademark, service mark, logo or trade name of OutWit and/or its suppliers is granted under this Agreement. You agree to abide by all applicable Intellectual Property Rights and other laws, as well as any additional copyright notices or restrictions contained in this Software License and in the Service Agreement. This License creates no relationship between yourself and OutWit other than that of OutWit to licensee.
IV. Support and Software Updates.
OutWit may elect, in its sole discretion, to provide you with customer support through its Web site, via email or any other means, and/or software upgrades, enhancements, or modifications for the Software (collectively, "Support") and may terminate such Support at any time without notice to you. OutWit may change, suspend or discontinue the Software or any aspect of the Software at any time, including terminating the use of the Software or the availability of any Software feature, database, or content. OutWit may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability.
The Software allows to collect, organize and link to URLs of World Wide Web sites or resources, among other types of information. Because OutWit has no control over such sites and resources, you acknowledge and agree that OutWit is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources the Software could link to. You further acknowledge and agree that OutWit shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
VI. Fees and Payments.
The light version of the Software is free of charge. The professional version is licensed for a fee. The light version is functional but some advanced features are blocked or can only be applied to a limited number of items. You may not alter the source code to bypass these limitations.
If the Software is free of charge, OutWit will not charge fees in the future for the Software in its present version. OutWit reserves the right, however, to charge fees for use of or access to future versions of the Software in OutWit's sole discretion. If OutWit decides to charge for the Software, such charges will be disclosed to you before an update of the Software.
VII. Disclaimer of Warranties by OutWit.
The outwit entities expressly disclaim all warranties of any kind, express, implied or statutory, with respect to the software, or the accuracy, timeliness, completeness, or adequacy of the software including the implied warranties of title, merchantability, satisfactory quality, usefulness, fitness for a particular purpose and noninfringement. You understand, in particular, that the types of documents, pages and data formats that can be found on the internet are so diverse that the Software cannot recognize all data structures or information elements. In some cases the Software will therefore not be able to perform the desired tasks. Use of the Software is at your sole risk and is provided "as is", without any warranties. If the software proves defective, you (and not the outwit entities) assume the entire cost of all repair or injury of any kind, even if the outwit entities have been advised of the possibility of such a defect or damages. Some jurisdictions do not allow restrictions on implied warranties so some of these limitations may not apply to you.
VIII. Limitation of Liability.
The outwit entities will not be liable to you for claims and liabilities of any kind arising out of or in any way related to the use of the software by yourself or by third parties, whether such claims and liabilities are based on any legal or equitable theory. The outwit entities and outwit licensors are not liable to you for any and all direct, incidental, special, indirect, consequential, punitive or exemplary damages arising out of or related to any third party software, your use or inability to use or access the software or any data provided through the software, whether such damage claims are brought under any theory of law or equity. Damages excluded by this clause include, without limitation, those for loss of business profits, injury to person or property, business interruption, loss of business or personal information. Some jurisdictions do not allow limitation of incidental or consequential damages so this restriction may not apply to you. Information provided through the software may be delayed, inaccurate, or contain errors or omissions, and the outwit entities will have no liability with respect thereto.
You hereby acknowledge that security safeguards, by their nature, are capable of circumvention. While outwit is committed to your privacy and will make every reasonable effort to safeguard your data, outwit does not guarantee that your data or other information cannot be accessed by unauthorized persons capable of overcoming such safeguards. Outwit invested considerable time developing intelligent collection algorithms that are not specific to one source or another. You understand that it is your responsibility to verify that you are allowed to use the outwit software on a particular source. You understand that the software involves the exchange of information over the internet. Outwit shall not be responsible for viruses, worms, trojan horses, or other unauthorized third-party data or software or resultant damage or use of your data.
You shall defend, indemnify and hold harmless OutWit, its Affiliates, and their licensors, officers, directors, agents and employees from any liability, loss, damage, cost or expense (including reasonable attorneys' fees) arising out of any act or omission by You in connection with the Software. For the purpose of this Agreement, "Affiliates" shall mean a party that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with OutWit.
X. Government End-Users.
If the Software and related documentation are supplied to or purchased by or on behalf of any Government, then the Software is deemed to be "commercial software". Rights of the Government shall not exceed the minimum rights for "restricted computer software". U.S. government information: use, duplication, or disclosure by the U.S. Government of the computer software and documentation in this package shall be subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.277-7013 (Oct 1988) and FAR 52.227-19 (Jun 1987).
All other terms and conditions of this Software License apply.
XI. Governing Law.
This License shall be exclusively governed by, and shall be construed exclusively in accordance with the laws of France. Any dispute whatsoever arising between the parties with respect to the existence, interpretation, construction, execution or implementation of the provisions of this License, shall be exclusively adjudicated by the competent courts in Paris, France, which will have the exclusive jurisdiction over any such dispute or controversy between the Parties. The United Nations Convention on the International Sale of Goods does not apply to this Software License.
XII. Severability / Limited Waivers.
The failure of OutWit to exercise or enforce any right or provision of this Software License shall not constitute a waiver of such right or provision. If any provision of this Software License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Software License remain in full force and effect.
XIII. Complete Agreement.
This Software License constitutes the entire understanding between the parties respecting use of the Software. If you have subscribed to Online Services provided by OutWit, the terms and conditions as set forth in the Subscription Agreement constitutes the entire understanding between the parties respecting your use of the Online Services and materials accessed through the Online Services. In the event that there is any conflict between this Software License and the Subscription Agreement, the Subscription agreement shall control.
XIV. Provisions surviving the agreement.
Sections VII, VIII, IX, and XIII will survive the termination of this Agreement, whatever the cause of termination is.
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