SOFTWARE USE TERMS
UXC Eclipse (USA) LLC hereby grants the person or entity who accepts these Software Use Terms (“you” or “your”) a right to access and use of the UXC Eclipse software accessed through the Microsoft AppSource portal (the “Software”) subject to the terms and limitations herein. Your use of the Software following review of these Terms constitutes your acceptance of these Terms. If you do not or cannot accept any of the terms herein you may not use the Software for any purpose.
1. Use. Your initial access and use of the Software is for the limited period identified when you register to access the Software (“Trial Period”) and may be subject to specific user login ID, license keys, password and other security requirements determined by UXC Eclipse in its sole discretion. The access rights, login and passwords granted by UXC Eclipse are provided exclusively for your use must not be made available for use by any third party. After expiration of the Trial Period you may access and use the Software for your internal business purposes for so long as you pay your subscription fees. Your access and use rights terminate either (i) on the date of expiration of the Trial Period, or (ii) when you no longer have an active subscription, or (iii) at any time UXC Eclipse determines that you are in breach of these Terms.
2. INTELLECTUAL PROPERTY RIGHTS. All intellectual property rights including copyright, patent, trademark and trade secrets in the Software are and remain solely and exclusively with UXC Eclipse and its licensors.
3. RESTRICTIONS. Your use of and access to the Software is solely for your own internal business purpose. You may not transfer, assign, relocate, rent or sub-license the Software without prior written consent of UXC Eclipse. You may not, nor allow any third party to, download, copy, transmit, transcribe, store in any retrieval system, or translate the Software or any related code or documentation supplied by UXC Eclipse, or transfer any source code into any human or computer language. You may not reverse engineer, decompile, disassemble or use other technology or method to gain access to source code and trade secrets of the Software.
4. Your Responsibilities. You are solely responsible for all your data and its use with the Software, including but not limited to the handling, accuracy and validity of all such, any errors in or results attributable to your data, any required data correction or cleansing, compliance with all laws applicable to the storage, hosting, transfer or other uses of data. You are solely responsible for your internal hardware and network infrastructure set-up maintenance, support, systems security including the implementation, maintenance and update of anti-virus protection and other security procedures, related to data backup, storage, Internet and network connectivity, cabling, power supply and physical environment control.
5. NO WARRANTY. The Software is provided AS IS and without any warranty of any kind, including but not limited to fitness for purpose or merchantability. UXC Eclipse makes no warranty, and no warranty will be deemed to be given by UXC Eclipse as to the benefits or applicability to, or use of the Software or any results obtained therefrom, for or by any party.
6. LIMITATION OF LIABILITY. IN NO EVENT WITH UXC ECLIPSE BE LIABLE OR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE USE, OPERATION OR PERFORMANCE OF THE SOFTWARE, OR ANY THIRD-PARTY SOFTWARE OR HOSTED SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UXC ECLIPSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
7. INDEMNIFICATION. You agree to indemnify and defend UXC Eclipse from any loss or damage and for any claim resulting from your use of the Software or any results obtained using the Software.
8. SUPPORT. Any technical support for the Software will be provided by UXC Eclipse in its sole discretion.
9. GOVERNING LAW. This License Agreement will be governed by and construed, interpreted and enforced in accordance with the laws of the state of New York, excluding its conflict of laws rules and principles. The parties irrevocably consent to jurisdiction in the federal or state courts located in the state New York.