Ariel Performance Program End User License Agreement (this “Agreement”)
IMPORTANT – READ CAREFULLY BEFORE USING THE PROGRAM (AS DEFINED BELOW). BY DOWNLOADING, INSTALLING, IMPLEMENTING, OR USING THE ARIEL PERFORMANCE PROGRAM SOFTWARE AND DATABASE (INCLUDING ANY ASSOCIATED DOCUMENTATION, COLLECTIVELY, THE “PROGRAM”), YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT DOWNLOAD, INSTALL OR USE THE PROGRAM, AND IF YOU DOWNLOADED OR INSTALLED THE PROGRAM, DELETE IT WITHOUT USING THE PROGRAM. YOU AGREE THAT YOUR USE OF THE PROGRAM ACKNOWLEDGES THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
License Grant:
Ariel Corporation (“Ariel”) hereby grants you a royalty-free, limited, non-exclusive, non-sublicensable license to download, install and use the Program on any of your computers, subject to the terms and conditions of this Agreement (the “License”). The License includes the right for any of your contractors to download, install, and use the Program solely for the purpose of providing services to you relating to Ariel’s products. You shall not (i) except as permitted in the immediately preceding sentence, permit any third party, other than, your disaster recover vendor or an affiliate, to use the Program, (ii) use the Program to process or permit to be processed the data of any third party, (iii) use the Program in the operation of a service bureau for any third party, (iv) make copies of the Program except as otherwise permitted hereby or as necessary to use the Program in accordance with this Agreement, (v) reverse engineer, disassemble or reverse compile any of the Program, (vi) sell, let for hire, sublicense, distribute, give away or otherwise supply to a third party any of the Program, (vii) use any of the Program to create any computer software program or user documentation that is substantially similar to the Program, or (viii) modify or create derivative works of any of the Program. You may not export any of the Program except in compliance with applicable export laws of the United States, and the ECCN number for the software portion of the Program is EAR99.
The License shall be perpetual, except it may be terminated by you or by Ariel immediately upon providing notice for any or no reason. Upon termination of the License, you shall immediately cease using the Program and shall delete all copies of the Program.
Ariel owns all proprietary rights in and to the Program, including any corrections, enhancements, updates, or other modifications to the Program. You may not remove and proprietary rights notices in the Program.
Disclaimers and Limitations of Liability:
THE PROGRAM IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARIEL FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OR TRADE, COURSE OF DEALING OR OTHERWISE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PROGRAM, INCLUDING ITS OUTPUT, REMAINS WITH YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ARIEL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR PROFITS, BUSINESS INTERRUPTION, DOWNTIME COSTS, LOSS OF OR DAMAGE TO BUSINESS INFORMATION OR OTHER CONFIDENTIAL OR COMMERCIAL INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PROGRAM OR ITS OUTPUT, EVEN IF ARIEL 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, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ARIEL DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY OUTPUT PROVIDED BY OR THROUGH THE PROGRAM.
Governing Law and Jurisdiction:
This Agreement shall be governed and construed in accordance with the laws of the State of Ohio without regard to the conflicts of law principles thereof, and the state and federal courts sitting in Franklin County Ohio shall have exclusive jurisdiction over any dispute arising out of this Agreement.