End User Agreement for Numerix Materials
Date of issue: May 3, 2017
Numerix LLC , ( "Numerix" or "we" or "our") provides the software, text, image files and any associated Numerix information ("Materials") to any person or entity ("you") who signs up for the Microsoft Business Applications Services or any associated services and accesses or downloads the Materials provided by Numerix via the Microsoft services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that company or legal entity. If you do not have such authority you must not accept this Agreement.
- Liability: No warranty of any kind is given on behalf of Numerix or its licensors, whether express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. No warranty is made as to any particular features of the Materials or that the Materials will perform in conjunction with any other software or hardware. No support, updated versions or defect fixing is provided by Numerix in respect of the Materials. Numerix is not liable for Microsoft services.
Nothing however shall attempt to exclude liability that is not permissible under applicable law, including without limitation for death or personal injury or for fraudulent misrepresentation. In no event will Numerix be liable to you or anyone else for any decision made or action taken in reliance on the Materials or use made of the Materials including for any economic losses, loss of revenues, data, profits, contract, use, opportunity, business or anticipated saving, loss of good will or reputation, consequential, special or similar damages, even if advised of the possibility of such damages.
Numerix does not accept any responsibility for any errors or omissions, or for the results obtained from the use of the Materials. The Materials are provided on an "AS IS" and "AS AVAILABLE" basis. Numerix liability is limited to any fees paid (if any) for the Materials in the twelve months prior to the cause of action or arising. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law. We reserve the right to change, remove, suspend, or disable any Materials without notice or liability.
- Intellectual Property: The Materials including the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Materials are the property of Numerix and are protected by copyright and trademark law. Numerix or its licensors own all title, copyright and other intellectual property rights in the Materials and the Materials are licensed, not sold. Apart from the license granted below, no part may be reproduced or reused for any other purposes whatsoever (including any commercial purposes) without the prior written permission of Numerix.
- License: Numerix grants you a limited, non-transferable, non-assignable license to download and use the Materials for internal evaluation purposes only. You may not modify, reverse engineer, decompile or disassemble the Materials in whole or in part, or create any derivative works from or sublicense any rights in the Materials, unless otherwise expressly authorized in writing by Numerix. You may use the Materials in accordance with this license Numerix provided that you (1) do not remove any proprietary notice language in all copies of the Materials, (2) use the Materials only in accordance with this Agreement and you do not copy, transfer, post or broadcast the Materials in any media, (3) make no modifications to any of the Materials and (4) not make any additional representations or warranties relating to the Materials. Only you are permitted access the Materials and you shall not permit any other persons or other third parties to access the Materials. You are responsible for maintaining the confidentiality of any ID and password used to access the Materials and for any activity in relation to your account or use of the Materials.
- You are responsible for ensuring you maintain an internet connection allowing it to connect to the Materials. Numerix does not provide any close of business processing, support, helpdesk, maintenance or any other services as part of this Agreement.
- Data: As the Materials are provided for evaluation purposes only, You shall not submit, store, capture, transmit or process any of Your confidential or business sensitive data or any Personal Data (as defined in EU Directive 95/46/EC) through or to the Materials. Numerix has no responsibility for the accuracy, quality, integrity, legality or reliability of any data, information or other materials you submit to the system through your use or access of the Materials ("Your Data"), Numerix shall only process Your Data for the provision of the Services to You.
- Personal data: If any Personal Data in Your Data is processed through the use of the Materials by You, (i) You shall at all times remain the data controller of and responsible for such Personal Data for the purposes of the use of the Materials; (ii) Numerix and its suppliers are data processors or sub processors of such Personal Data only for the purposes of provision of the Materials; and (iii) Numerix may require that such Personal Data is deleted or otherwise removed from the Materials. In order to innovate and improve its software products, Numerix may collect certain usage statistics from the Materials. Such data is examined in the aggregate without containing any of Your Data.
- Use of the Materials: You shall comply with any security policy or requirements provided by Numerix. You shall not use the Materials in any way prohibited by law, regulation or governmental order or to send spam or distribute malware. You shall not use the Materials to store, process or distribute any infringing, obscene, threatening or otherwise unlawful materials. You shall not interfere with or disrupt the integrity or performance of the Materials or the data contain within such Materials, or attempt to gain unauthorised access to the Materials or its related systems or networks. You shall indemnify and hold harmless Numerix, its affiliates and/or licensors and any hosting provider used in the provision of the Materials for all claims, actions, proceedings, costs, expenses, damages or other losses suffered by Numerix, its affiliates or its hosting provider arising out of Your use of the Materials in breach of this Agreement or reasonable instruction from Numerix.
- Termination: Your rights under this Agreement shall continue for the duration of the trial period. Your rights will automatically terminate without notice from us if you fail to comply with its terms. In case of such termination, you must immediately cease all use of the Materials and we may immediately revoke your access to the Materials. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights. If you breach this Agreement, you will be liable to Numerix, its directors, officers, employees, affiliates, agents, contractors, and licensors for any claim arising out of your breach. You will also be liable for any action taken by Numerix as part of its investigation of a suspected violation of this Agreement, or as a result of its findings or decision that a violation of this Agreement has occurred. Numerix also reserves the right to terminate this Agreement at any time. Upon termination of this Agreement, you shall delete all copies of the Materials and cease all use of the Materials. Numerix shall delete all of Your Data stored within the Materials.
- Governing law, disputes: The construction validity and performance of this Agreement shall be governed exclusively by the laws of New York State and any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the New York State courts.