THE AGREEMENT UNDER WHICH THE PROGRAM WILL BE PROVIDED
IS SET OUT BELOW. BY COMPLETING THE ONLINE ORDERING PROCESS,
YOU AGREE TO THESE TERMS AND CONDITIONS JUST AS IF YOU
MANUALLY SIGNED A CONTRACT CONTAINING THEM. PLEASE READ
THIS AGREEMENT CAREFULLY. THEN IF YOU ARE AUTHORIZED TO
BIND YOUR COMPANY TO THIS AGREEMENT, INDICATE THAT YOU
HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
UNLESS YOU CLICK THE BUTTON INDICATING THAT YOU HAVE
READ AND AGREED TO THE TERMS AND CONDITIONS BELOW, YOUR
ORDER WILL NOT BE PROCESSED.
PLEASE NOTE THAT EXPORT, IMPORT AND/OR DOMESTIC USE CONTROLS
MAY APPLY TO THIS PROGRAM IN CERTAIN COUNTRIES, INCLUDING
THE UNITED STATES. YOU WILL BE RESPONSIBLE FOR COMPLIANCE
WITH THOSE CONTROLS.
GXS licenses the Program under and subject to the following
terms and conditions. You assume responsibility for the
selection of the Program to achieve your intended results,
and for the installation and use made of the Program,
as well as for the results obtained from your use of the
Program. Title in and to this Program is retained by GXS
and/or its Licensors.
- LICENSE. This license allows you to:
- use the Program on only one computer at a time;
- copy the Program into any machine-readable form
for backup purposes in support of your authorized
use of the Program. The Program is protected by
copyright law. You must reproduce and include the
copyright notice on any such backup copy of the
Program;
- transfer the Program and license to another party
if the other party agrees to accept the terms and
conditions of this Agreement. If you transfer the
Program, you must at the same time deliver a copy
of this Agreement to the other party and either
transfer any backup copy, whether in printed or
machine-readable form, to that party or destroy
the copy not transferred. If you transfer the Program,
this license will automatically terminate.
- RESTRICTIONS. You may NOT:
- use, copy or transfer the Program, or any copy,
in whole or in part, except as expressly provided
for in this license; or
- reverse assemble or reverse compile, translate
or convert the Program, or any portion thereof,
to human-readable form, or sublicense, rent or lease
the Program; or
- use the Program in a manner which would violate
this license or would infringe the proprietary rights
of others, or violate the law, tariffs or regulations
of any country.
- TERM. This license is effective until terminated.
You may terminate it at any time by destroying the Program
together with any backup copy in any form. This license
will also terminate upon conditions set forth elsewhere
in this Agreement or if you fail to comply with any
term or condition of this Agreement. You agree upon
termination to destroy the Program together with any
backup copy in any form.
- EXPORT, IMPORT AND/OR DOMESTIC USE CONTROLS. You
agree to comply with all applicable laws and regulations
which control the export or re-export, import and domestic
use of the Program and it is your responsibility to
determine and comply with any such laws and regulations
including, if necessary, timely application in your
own name for any export, import or domestic use license
which might be required. The Program and/or any user
documentation may not be downloaded or otherwise exported
or re-exported to (i) Angola, Burma, Cuba, Iran, Iraq,
Liberia, North Korea, Sudan, Syria or any other country
subject to U.S. trade sanctions applicable to the Program,
to individuals or entities controlled by such countries,
or to nationals or residents of such countries other
than nationals who are lawfully admitted permanent residents
of countries not subject to such sanctions; or (ii)
to anyone on the U.S. Treasury Department's list of
Specially Designated Nationals or Blocked Persons or
the U.S. Commerce Department's Table of Denial Orders
or subject to similar export or re-export prohibition
by the U.S. Government.
- NO WARRANTY. THE PROGRAM IS PROVIDED "AS IS"
AND GXS MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE.
NEITHER GXS NOR ITS SUPPLIERS MAKES ANY WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PROGRAM,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE. NEITHER GXS NOR ITS SUPPLIERS
SHALL BE LIABLE FOR ANY CLAIM OR CAUSE, WHETHER BASED
ON BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, WHICH
ARISES OUT OF OR RESULTS FROM THE PROVISION OR USE OF
THE PROGRAM. NOTHING IN THIS AGREEMENT WILL EXCLUDE
OR LIMIT GXS'S LIABILITY FOR FRAUD, DEATH, OR PERSONAL
INJURY CAUSED BY ITS NEGLIGENCE (AS DEFINED IN SECTION
1 OF THE UNFAIR CONTRACT TERMS ACT 1977).
- GENERAL
- You may not sublicense, assign or transfer the
license or the Program except as expressly provided
in this Agreement. Any attempt otherwise to sublicense,
assign or transfer any of the rights, duties or
obligations of this Agreement is void and shall
result in the automatic termination of this license.
- If you are a U.S. Government end-user, this license
of the Program conveys only "RESTRICTED RIGHTS",
and its use, disclosure and duplication are subject
to Federal Acquisition Regulations, 52.227-19(a)-(d).
- This Agreement shall be treated as though it were
executed and performed in the State of Maryland,
U.S.A. and shall be governed by and construed in
accordance with the laws of the United States and
the State of Maryland, excluding its conflict-of-laws
provisions. All legal proceedings arising out of
or in connection with this Agreement or the Services
shall be brought solely in the state or federal
courts of the United States.
- Neither party will contest the validity, enforceability
or admissibility of hard copy printouts of this
Agreement or notices submitted pursuant to this
Agreement. Copies of this Agreement or any notices
submitted under this Agreement, if introduced as
evidence in tangible form in any judicial or administrative
proceedings, will be admissible to the same extent
and under the same conditions as other business
records originated and maintained in documentary
form.
- This Agreement contains the complete and exclusive
understanding of the parties with respect to the
Program. No prior representations, promises or understandings
relating to the license of the Program which are
not incorporated in this Agreement will be binding
on GXS or are relied on by you in entering into
this Agreement. No waiver, alteration, or modification
of any of the provisions of this Agreement will
be binding unless in writing and signed by a duly
authorized representative of GXS.
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