THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (“Licensee” or “You”) AND MEZOCLIQ HOLDINGS INC (“Licensor” or “Mezocliq”). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE PLUGIN. THIS AGREEMENT DOES NOT SUPERSEDE ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND LICENSOR.
(a) “Mezocliq” means MEZOCLIQ HOLDINGS INC.
(b) “Software” or “Mezocliq Software” means Mezocliq’s no-code software platform.
(c) “Plugin” or “MeZocliq Plugin” means the plug-in program that assists end-users of the MeZocliq Software to extract data from that platform into Microsoft Excel.
(c) “Documentation” means all end user and developer documentation supplied by Mezocliq for the Mezocliq Plugin, including successive revisions and updates thereto.
(d) “Intellectual Property Rights” means patents, trade or service marks, registered designs or applications for any of the foregoing, copyright, design rights, database right and any other industrial or intellectual property right.
2. Ownership & License Grant
Subject to the terms and conditions of this Agreement, Mezocliq hereby grants to you, and you accept, a non-exclusive, non-transferable license to download and to use the Plugin only as authorized below. This License is effective only until terminated as provided below. You may terminate this License by destroying the Plugin and any copies of the Plugin in your possession. This License will terminate automatically upon any violation of its terms by you.
This is a license agreement and not an agreement for sale. Mezocliq continues to own the copyright of the Plugin. Your rights to the Plugin are indicated in this Agreement, and Mezocliq retains all rights not expressly granted to you in this Agreement. This Plugin is protected by copyright laws and international treaty provisions. Except for the rights expressly granted in this Agreement, this License transfers to you no right, tide, or interest in the Plugin, or any copyright, patent, trademark, trade secret, or other intellectual property or proprietary right in the Plugin. Mezocliq retains sole and exclusive title to all portions of the Plugin and any copies thereof. You agree not to disclose the Plugin to anyone.
3. Permitted Uses
This Agreement grants you a limited, non-transferable and non-exclusive right to use the Plugin to extract data into Microsoft Excel in connection with your use of the Mezocliq Software, but only for so long as you have an active license to the Mezocliq Software.
4. Prohibited Uses
You may NOT, without the prior written permission of Mezocliq:
(a) Strip, decompile, decrypt or otherwise reverse translate or engineer, or attempt in any manner to restructure or discover any source code or underlying algorithms of the Plugin.
(b) Sell, lease, assign, transfer, sublicense, disseminate, translate, duplicate, reproduce or copy the Plugin (or permit any of the foregoing) or any information pertaining thereto to any other party.
(d) Transfer, rent, lease, or sublicense this Agreement.
(e) Make alterations, enhancements, imitative works and/or extensions to the Plugin source code.
(f) Distribute the Mezocliq Plugin source code, or any alteration, enhancement, imitative work and/or extension thereto, in source code form.
(g) Use the Plugin source code, in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any Mezocliq product. You will not take any action, or assistance or otherwise aid anyone else in taking any action, that would limit Mezocliq’ independent development, sale, assignment, licensing or use of its own Plugin or any alteration, enhancement, imitative work and/or extension thereto.
(h) Modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice thereof or therein without the express, prior written consent of Mezocliq.
All title and copyrights in and to the Plugin (including but not limited to any images, photographs, animation, video, audio, music, text and “SWFs” incorporated into the Plugin) and the accompanying printed materials are owned by Mezocliq. The Plugin is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Plugin is licensed, not sold. Title to the Plugin shall at all times remain with Mezocliq and nothing herein shall be interpreted as providing any ownership rights in the Plugin to Licensee.
This Agreement and the License granted hereunder shall last as long as you use the Plugin in compliance with this Agreement and as long as you are licensed to use the Mezocliq Software. Mezocliq may terminate this Agreement and the License granted hereunder if you fail to comply with any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason the License granted to you hereunder shall terminate automatically and you shall immediately cease use and distribution of the Plugin. You must also destroy all copies of the Plugin, documentation and demos provided by Mezocliq in connection with this Agreement.
7. Warranty and Limitation of Liabilities
Any warranty provided by MeZocliq for the Plugin, and MeZocliq’s liability arising out of Licensee’s use of the Plugin, will be covered by the terms of the license agreement between Licensee and MeZocliq with respect to the MeZocliq Software.
(a) Relationship of Parties. The parties are independent contractors, and not agents, employees or joint ventures of one another, and have no authority to bind the other party by contract or otherwise to any obligation. Neither party will represent to the contrary, either expressly, implicitly, by appearance or otherwise.
(b) Governing Law. This Agreement will be governed by the law of the State of New York, U.S.A., without regard to the conflict of laws principles thereof. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will have no impact on the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be interpreted as a waiver of such provision or of the right to enforce such provision.
(c) Compliance with Export Laws. Neither party shall export or re-export directly or indirectly (including via remote access) any part of the Mezocliq Plugin to any country for which a license is required under the Export Laws without first obtaining a license.
(d) Complete Agreement. This Agreement supplements, but does not supersede, Licensee’s agreement with Mezocliq regarding the Mezocliq Software. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both parties.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE PLUGIN PRODUCT, BY LOADING OR RUNNING THE PLUGIN PRODUCT, OR BY PLACING OR COPYING THE PLUGIN ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN MEZOCLIQ AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.