Logicbroker® End User License Agreement for
Magento® EDI Connector
This End User License Agreement (the “Agreement”) between you and Logicbroker governs your access to and use of Logicbroker’s “Magento EDI Connector” software and related application programming interface (API), provided exclusively for Logicbroker customers that have an active Logicbroker service subscription and account.
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING IN PARTICULAR THE LIMITATIONS ON USE AND COPYING CONTAINED IN SECTION 2 AND 3. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE.
SUMMARY OF TERMS: You agree to use the Software according to the following terms: (1) you will not copy, transfer or permit any other person or third party to access the Software and will use it solely in connection with your authorized use of the Logicbroker Integration Hub platform and services (collectively, our “Service”); (2) any and all enhancements or modifications to the Software we may make based on user feedback shall belong exclusively to Logicbroker; (3) the Software is made available by us without warranty of any kind or nature (any warranties we provide with respect to our Service generally do NOT apply to this Software), and you waive, to the fullest extent permitted by law, any and all warranties implied by law including any warranty of merchantability or fitness for a particular purpose with respect to the Software; and (4) we may cease supporting these features at any time.
The words “you” and “your” mean the person accepting this Agreement who uses the Software. To the extent you use the Software in an agent or employee capacity, you also accept this Agreement on behalf of your principal or employer. “Software” means (a) Logicbroker’s Magento EDI Connector, all related object code files and contents of the files made available pursuant to this Agreement, including but not limited to Logicbroker API information and related explanatory written or electronic materials or files (“Documentation”); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any (collectively, “Updates”). “Use” or “Using” means to access, install, download, copy or otherwise benefit from using the functionality of the Software.
2. SOFTWARE LICENSE; YOUR REPRESENTATIONS
As long as (a) you are an active subscriber of the Logicbroker Integration Hub, and (b) you comply with the terms of this Agreement, Logicbroker grants to you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right and license to Use the Software for the limited purposes set forth herein. You represent that you are a subscriber and, on your own behalf and on behalf of your principal or employer, if any, are authorized to accept and perform the terms and conditions of this Agreement. IF YOU ARE NOT A SUBSCRIBER OF THE LOGICBROKER SERVICE OR CEASE TO BE A SUBSCRIBER, YOU ARE PROHIBITED FROM USING THIS SOFTWARE.
3. RESTRICTIONS ON USE
This Agreement is a license of the Software only. You may install and Use one copy of the Software on your computer. You may create copies of the Software only as reasonably necessary to support the authorized use of the Software by you (but not for any other End User), and for normal and reasonable backup and archival purposes.
The Software is protected by U.S. and international copyright laws and treaties, as well as other intellectual property laws and treaties. You will not remove or alter any copyright or other notices or legends on any copies of the Software or portion thereof. The Software is licensed, not sold. Furthermore, this Agreement does not grant you any rights in connection with any trademarks or service marks of Logicbroker or any third party. Logicbroker and each third party provider of any component of the Software (“Third Parties”) reserves all right, title and interest in and to the Software and any copies thereof, including without limitation intellectual property rights such as copyrights and trademark rights.
Except as otherwise expressly permitted by applicable law, you will not disclose, modify, decompile, translate, disassemble, and/or reverse engineer the Software, or in any way derive from the Software any source code or use any components of the Software to prepare derivative works or develop other software. You may not sublicense, assign, rent, lease, lend, grant a security interest in, or otherwise transfer rights to the Software, this Agreement or the rights under it.
You acknowledge that the Software is comprised of information that is deemed confidential and proprietary to Logicbroker and Third Parties. You represent that you will handle the Software with the same care that you treat your own confidential information, which in no case will be less than reasonable care.
4. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS LICENSED “AS IS.” LOGICBROKER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, NOT EXPRESSLY SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LOGICBROKER DOES NOT WARRANT THAT THE SOFTWARE AND/OR DOCUMENTATION WILL SATISFY YOUR REQUIREMENTS OR THAT THE SOFTWARE AND/OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
EXCEPT TO THE EXTENT THIS EXCLUSION OR RESTRICTION OF LIABILITY WOULD BE VOID OR INEFFECTIVE UNDER APPLICABLE STATUTE OR REGULATION, IN NO EVENT WILL LOGICBROKER OR ANY THIRD PARTY BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUES, SAVINGS, LOSS OF DATA, AND COSTS OF RECREATING LOST DATA) WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF LOGICBROKER AND/OR ANY SUCH THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER LOGICBROKER (INCLUDING ITS CURRENT OR FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) NOR ANY THIRD PARTY WILL BE LIABLE TO YOU OR TO ANY OTHER PERSON, FIRM, CORPORATION, OR ENTITY WHATSOEVER FOR ANY LOSSES, DAMAGES, CLAIMS, PENALTIES, COSTS, OR EXPENSES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SOFTWARE, IN ANY WAY, INCLUDING BUT NOT LIMITED TO ANY DELAY, INACCURACIES, ERRORS, OR OMISSIONS AND WHETHER OCCASIONED BY ANY CAUSE WHATSOEVER, WHETHER RESULTING FROM NEGLIGENCE OR OTHERWISE. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE HELD INVALID OR INEFFECTIVE BY A COURT OR OTHER ENTITY OF COMPETENT JURISDICTION, NEITHER LOGICBROKER (INCLUDING ITS CURRENT AND FORMER SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) NOR ANY THIRD PARTY WILL BE LIABLE IN ANY EVENT, INCLUDING THEIR OWN NEGLIGENCE, BEYOND AN AGGREGATE AMOUNT EQUAL TO FIVE DOLLARS ($5.00).
This Agreement remains effective until terminated by you or Logicbroker. This Agreement may be terminated by you or Logicbroker at any time upon notice to the other party. This Agreement will automatically terminate upon the earlier of (a) your failure to comply with any term or condition of this Agreement; or (b) the date on which you cease to be an active subscriber of the Logicbroker Service. Upon any termination or expiration, you agree to cease all use of Software and return it to Logicbroker or certify deletion and destruction of the Software, including all copies, to Logicbroker’s reasonable satisfaction.
7. EXPORT RESTRICTIONS
Software is subject to regulation by local laws and United States government agencies, which prohibit export or diversion of certain products, information about the products, and direct products of the products to certain countries and certain persons. You agree that you will not export in any manner any Software or direct product of the Software, without first obtaining all necessary approval from appropriate local and United States government agencies.
8. THIRD PARTY PROVIDERS
With respect to any portions of the Software provided by any Third Party, each such Third Party will be a third party beneficiary of this Agreement with the right to enforce the obligations set forth in this Agreement with regards to the components provided by that Third Party.
9. CONTROLLING LAW
This Agreement will be governed by, and construed in accordance with, the laws of the State of Connecticut, United States of America, without regard to conflict of law rules.
With regard to your use of the Software, this Agreement supersedes any and all prior communications, proposals or agreements, written or oral, between you and Logicbroker. Your use of the Logicbroker Service generally is and continues to be governed by a separate End User Agreement and/or written agreement between Logicbroker and your or your employer or principal, which will not be limited, impaired or otherwise affected by this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable, and such holding will not impair the validity, legality, or enforceability of the remaining provisions. No waiver by Logicbroker of any breach of any term or condition of this Agreement will constitute a waiver of, or consent to, any subsequent breach of the same or any other term or condition of this Agreement. Any provision of this Agreement that should by its nature be reasonably expected to survive the termination or expiration of this Agreement will survive the termination or expiration of this Agreement. Logicbroker, the Logicbroker logo and Integration Hub are trademarks of Logicbroker, Inc. “Magento” is a trademark of X.Commerce, Inc.
© 2014 Logicbroker, Inc. All rights reserved.