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END USER LICENSE AGREEMENT
GXS

You must read and accept the following license agreement before you may proceed with the registration:

You should print this Agreement for your records by selecting the print function of your browser.

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.

  1. LICENSE. This license allows you to:
    1. use the Program on only one computer at a time;
    2. 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;
    3. 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.
  2. RESTRICTIONS. You may NOT:
    1. use, copy or transfer the Program, or any copy, in whole or in part, except as expressly provided for in this license; or
    2. 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
    3. 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.
  3. 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.
  4. 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.
  5. 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).
  6. GENERAL
    1. 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.
    2. 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).
    3. 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.
    4. 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.
    5. 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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