Horton Holding, Inc.
Software End User License Agreement
This End User License Agreement (this “Agreement”) is a binding agreement between Horton Holding, Inc. (“Licensor”) and you as a corporation or other legal entity conducting business primarily as an Original Equipment Manufacturer (“OEM”) as the licensee of the Software (“Licensee” or “You”).
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THE TERMS AND CONDITIONS HEREUNDER.
BY CLICKING THE “ I ACCEPT” BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) LICENSEE IS A CORPORATION OR OTHER LEGAL ENTITY AND IS A BUSINESS CUSTOMER (OR POTENTIAL BUSINESS CUSTOMER) OF LICENSOR (AND LICENSEE IS UNDER NO CIRCUMSTANCE A CONSUMER OR INDIVIDUAL); AND (III) THE PERSON EXECUTING THIS AGREEMENT ON BEHALF OF LICENSEE IS AN INDIVIDUAL 18 YEARS OF AGE OR OLDER WITH THE RIGHT, POWER AND AUTHORITY TO ENTER INTO AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DIRECTLY OR INDIRECTLY DOWNLOAD, INSTALL AND/OR IN ANY WAY USE THE SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT AND/OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE AND/OR ANY OTHER RIGHT IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SOFTWARE.
. For purposes of this Agreement, the following terms have the following meanings:
“Authorized Users” means the following individual persons who are employees of Licensee that have been authorized by Licensee to use the Software pursuant to the license granted under this Agreement.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Licensee Input” means data or information which is proprietary to Licensee and entered as inputs into the Software in connection with use of the Software in the ordinary course of use of the Software.
“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity.
“Software” means the software programs designed to enable Licensor OEM business customers to input their specific OEM product specification requirements in order to facilitate discussions between such OEM business customers and Licensor’s sales and marketing team members in order to identify potentially available Licensor products that may match the OEM business customers’ specific OEM component requirements.
“Third Party” means any Person other than Licensee or Licensor.
. Subject to and conditioned upon Licensee’s strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license during the Term to use, solely by and through its Authorized Users, the Software, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 3 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by and through Licensee’s Authorized Users, to:
. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
. Licensee is responsible and liable for all uses of the Software through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Software by its Authorized Users or by any other Person to whom Licensee or an Authorized User may provide access to or use of the Software, whether such access or use is permitted by or in violation of this Agreement.
. Licensee acknowledges and agrees that the Software is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software under this Agreement or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Licensor and its licensors and service Licensors reserve and shall retain their entire right, title and interest in and to the Software and all Intellectual Property Rights arising out of or relating to the Software including information or data regarding usage or performance of the Software and the results of Licensee’s use of the Software including any specific potential product configurations and product designs that may result from or be generated by Licensee’s use of the Software including through the entering of Licensee Input into the Software, except as expressly granted to the Licensee in this Agreement. Licensee shall safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify Licensor if Licensee becomes aware of any infringement of the Licensor’s Intellectual Property Rights in the Software and fully cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
LICENSEE AGREES THAT IN ORDER TO COMPLETE AND FINALIZE THE PURCHASE OF ANY POTENTIAL PRODUCT selections THAT MAY BE GENERATED THROUGH LICENSEE’S USE OF the Software, FOLLOWING USE OF LICENSEE OF THE SOFTWARE LICENSEE MUST CONTACT A LICENSOR DESIGNATED SALES REPRESENTATIVE TO DISCUSS LICENSEE’S PRODUCT NEEDS AND REQUESTS TO CONFIRM LICENSOR’S ABILITY TO DESIGN, MANUFACTURE, SUPPLY, MARKET AND/OR SELL POTENTIALLY APPLICABLE PRODUCT TO LICENSEE; LICENSEE AGREES THAT LICENSOR MAY NOT BE ABLE TO DESIGN, MANUFACTURE, SUPPLY, MARKET AND/OR SELL ANY PRODUCT TO LICENSOR FOLLOWING LICENSEE’S USE OF THE SOFTWARE INCLUDING REGARDLESS OF THE RESULTS OF ANY USE BY LICENSEE OF THE SOFTWARE AND/OR LICENSEE INPUT SHARED BY LICENSEE TO LICENSOR.
. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
. The Software may be subject to US export control laws, including the US Export Administration Act and its associated regulations. The Licensee shall not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. The Licensee shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the US.
. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if the Licensee is the US Government or any contractor therefor, Licensee shall receive only those rights with respect to the Software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.