Whenever used in this Agreement, the following terms shall have the meaning ascribed to them below. Other capitalized terms used in this Agreement are defined in the context in which they are used and shall have the meanings ascribed therein. The terms defined in this section or elsewhere in this Agreement include the plural as well as the singular
Subject to the terms and conditions of this Agreement and Customer’s payment of applicable subscription fees, TFW Labs hereby grants to Customer a non-exclusive, non-transferable license (“License”) to use Software and all accompanying written materials describing the use and operation of the Software and the “Documentation” for the term specified in an applicable order, solely for Customer’s internal business purposes and solely in accordance with the provisions of this Agreement. Software is only provided on a subscription basis unless covered under separate license agreement. The details of any purchase of rights to use the Products will be through an ordering document between Customer and TFW, a subsidiary of TFW or any authorized reseller of TFW Labs. TFW Labs assumes no obligation or liability with respect to the Products, other than as expressly set forth in this Agreement. Customer agrees to prevent and protect the contents of the Products from unauthorized disclosure or use. The subscription to the Software is based on per user per month cost paid either quarterly or annually in advance. Every user in TITAN must have an active license attached to the subscription in accordance with the pricing structure and allowed users for that subscription. License information and activation is controlled by TFW Labs through its proprietary license manager. License is linked to the Office365 or SharePoint domain name. Customer is solely responsible for obtaining rights to use any third-party software, including any platform on which the Products rest or integrate.
Customer acknowledges and agrees that the Products are a proprietary product of TFW Labs and that TFW Labs or its licensors own all right, title and interest in and to the Products, including all related or derived intellectual property rights. The Software is licensed and not sold unless covered under separate license agreement. The organization, structure, sequence, logic, and source code of the Software constitute valuable trade secrets of TFW Labs and/or applicable third parties. Without limiting the foregoing, the Products are protected by the federal copyright laws of the United States and India and other international copyright treaties. Customer may make a reasonable number of backup or archival copies of the Software, and Customer may also copy the Documentation for its internal use only. All copies of the Software and the Documentation must include TFW Lab’s copyright, trademark, and other proprietary rights notices.
The Software must be used only in connection with Customer’s own internal business operations, and not those of any third party. Customer shall not rent, lease or sublicense the Software or use the Software to operate in or as a time-sharing, outsourcing, service-bureau, hosting, application service provider or managed service provider environment. All rights not expressly granted herein are retained by TFW Labs and its licensors. Customer may not rent, lease, transfer, sublicense, distribute or transfer your rights in the Software to others. Customer may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or attempt in any way to determine the source or object code of the Software. Customer shall not under any circumstances and shall not permit a third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover the source code of the Software; or (b) prepare derivative works of or otherwise modify the Software; or (c) change or remove any product identification, copyright, trademark or other notice from the Software and the Documentation. Customer may not remove any proprietary notices or labels on the Software. Customer’s rights under this Agreement may not be assigned, delegated, or otherwise transferred without the prior written consent of TFW Labs.
Term: This License Agreement is effective upon subscribing the Software and shall continue until terminated or failure to renew subscription. The subscription term of each Software license granted hereunder shall be as set forth in an applicable ordering document.
Termination: TFW Labs may terminate this Agreement immediately if Customer violates any of the license terms set forth in this Agreement. Upon termination, Customer agrees to promptly remove all complete and partial copies of the Software from all computer storage devices and destroy the Software and all Documentation. At TFW’s written request, an authorized senior executive of Customer shall certify in writing to TFW that all complete and partial copies of the Software and the Documentation and the have been destroyed and that none remain in Customer’s possession or under its control. The provisions of this Agreement that would, by their nature or through the express terms of this Agreement, survive the termination or expiration of this Agreement shall so survive.
The Parties acknowledge that during the performance of this Agreement, each Party may have access to certain of the other Party’s confidential and proprietary information (“Confidential Information”). The Products are the Confidential Information of TFW Labs. Each Party agrees that (i) all items of Confidential Information are proprietary to the disclosing Party and will remain its sole property; (ii) to use Confidential Information only for the purposes described herein; (iii) not to reproduce Confidential Information; (iv) to hold in confidence and protect such Confidential Information from dissemination as if it were its own; and (v) to return or destroy all Confidential Information that is in its possession upon termination or expiration of this Agreement. Notwithstanding the foregoing, the provisions of this Section 6 will not apply to Confidential Information that (a) is publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of the recipient; (b) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (c) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; or (d) is independently developed by the recipient. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law.
THE PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT ANY WARRANTY OF ANY KIND. TFW LABS SPECIFICALLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND OR NATURE, WRITTEN OR ORAL, EXPRESS, IMPLIED, OR STATUTORY REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ALL WARRANTIES AND CONDITIONS OF TITLE, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND, ALL WARRANTIES ARISING FROM COURSE OF DEALING, CUSTOM OR USAGE OF TRADE ARE HEREBY EXCLUDED. UNLESS CONTRACTED SEPARATELY, TFW LABS IS NOT OBLIGATED TO PROVIDE SUPPORT OF ANY KIND FOR THE PRODUCTS. WITHOUT LIMITING ANY OF THE FOREGOING, TFW DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE ERROR FREE OR UNITERRUPTED OR WILL MEET CUSTOMER’S REQUIREMENTS. Customer bears the entire risk as to the quality and performance of the Software.
IN NO EVENT SHALL TFW LABS, ITS AFFLIATES, AND/OR ITS LICENSORS, SUPPLIERS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO OR THROUGH CUSTOMER FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, TREBLE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS, REVENUE, PROFITS, OR GOODWILL, LOSS OF DATA, SOFTWARE, USE, BUSINESS OR BUSINESS INFORMATION, BUSINESS INTERRUPTION, OR OTHER ECONOMIC DAMAGE, AND FURTHER INCLUDING INJURY TO PROPERTY, AS A RESULT OF USE OR INABILITY TO USE THE PRODUCTS OR BREACH OF ANY OTHER TERM OF THIS AGREEMENT, UNDER ANY THEORY OF TORT, CONTRACT, INDEMNITY, WARRANTY OR STRICT LIABILITY, REGARDLESS OF WHETHER TFW LABS AND/OR ITS LICENSORS AND SUPPLIERS WERE ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL TFW LAB’S CUMULATIVE LIABILITY FOR ANY DAMAGES BE IN EXCESS OF THE LICENSE/SUBSCRIPTION FEE PAID FOR THE USE OF THE SOFTWARE, EVEN IF TFW LABS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
Customer shall keep and maintain full, accurate and detailed records regarding its deployment and use of the licenses granted under this Agreement. TFW Labs may, at its expense, no more than once per year, and on thirty (30) days prior written notice, audit Customer’s use of the Software and compliance with this Agreement. Any such audits shall occur during normal business hours and shall not unreasonably interfere with Customer’s business operations. If any such audit reveals a deficiency in any amounts due to TFW Labs or its reseller hereunder, Customer will be invoiced for such underpaid fees based on the price List in effect at the time the audit is completed. If the underpaid fees exceed five percent (5%) of the license fees paid, then Customer shall also pay TFW Lab’s reasonable costs of conducting the audit