1. Licenses and Software. InOutBoard.com, LLC (“InOutBoard”) hereby grants to the purchaser (the "LICENSEE") a limited, revocable, worldwide, non-exclusive, non-transferable, non-sublicensable license to use the InOutBoard software (the "Software"). Software covered under this agreement includes all software provided to Licensee under this agreement, which may include, but is not limited to, the InOutBoard web site, InOutBoard custom software, the InOutBoard Software Developers Toolkit (SDK), and the InOutBoard mobile web. The licensee shall not, or knowingly allow others to, reverse engineer, decompile, disassemble, modify, adapt, create derivative works from or otherwise attempt to derive source code from the Software provided. The Licensee agrees to all the terms and conditions of this Software License Agreement (the "Agreement").
2. License Fee. In exchange for the License(s), the Licensee shall pay to InOutBoard.com, LLC, up front, a non-refundable license fee. Notwithstanding the Licensee's payment of the License Fee, InOutBoard reserves the right to terminate the License if InOutBoard discovers that the Licensee and/or the Licensee's use of the Software is in breach of this Agreement.
3. Proprietary Rights. InOutBoard will retain all right, title and interest in and to the Software, all copies thereof, and InOutBoard website(s), software, and other intellectual property, including, but not limited to, ownership of all copyrights, look and feel, trademark rights, design rights, trade secret rights and any and all other intellectual property and other proprietary rights therein. The Licensee will not directly or indirectly obtain or attempt to obtain at any time, any right, title or interest by registration or otherwise in or to the trademarks, service marks, copyrights, trade names, symbols, logos or designations or other intellectual property rights owned or used by InOutBoard. All technical manuals or other information provided by InOutBoard to the Licensee shall be the sole property of InOutBoard.
4. Term and Termination. Subject to the other provisions hereof, this Agreement shall commence upon the Licensee's opting into this Agreement and continue until the Licensee discontinues use of the Software or the Agreement terminates automatically upon the Licensee's breach of any term or condition of this Agreement (the "Term"). Upon any such termination, the Licensee will delete the Software immediately.
5. Copying & Transfer. The Licensee may copy the Software for back-up purposes only. The Licensee may not assign or otherwise transfer the Software to any third party.
6. Specific Disclaimer of Warranty and Limitation of Liability. THE SOFTWARE IS PROVIDED WITHOUT WARRANTY OF ANY KIND. INOUTBOARD DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. INOUTBOARD WILL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, ORDINARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOST DATA OR LOST PROFITS, EVEN IF INOUTBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Warranties and Representations. Licensee warrants and represents that the Licensee's actions with regard to the Software will be in compliance with all applicable laws; and the Licensee agrees to indemnify, defend, and hold InOutBoard harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (including reasonable legal fees) arising out of or resulting from the Licensee's failure to observe the use restrictions set forth herein.
8. Publicity. The Licensee grants permission for InOutBoard to use Licensee's name in customer lists and promotions. InOutBoard shall not, without prior consent in writing, distribute, sell, or make available Licensee's email or other company information to third parties with the specific exception of customer lists and promotions.
9. Governing Law. This Agreement shall be governed by the laws of California, United States.
10. Assignment. This Agreement is not assignable or transferable by the Licensee. InOutBoard in its sole discretion may transfer a license to a third party at the written request of the Licensee.
11. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the Licensee's use of the Software. This Agreement supersedes any prior verbal understanding between the parties and any Licensee purchase order or other ordering document, regardless of whether such document is received by InOutBoard before or after execution of this Agreement. This Agreement may be amended only in writing by InOutBoard.