THE STANDARD(S) AND OTHER INFORMATION PROVIDED HEREWITH ARE COPYR IGHTED. BY PURCHASING AND DOWN LOADG ANY FILE PROVIDED HEREWITH TO YOU R COMPUTER, YOU ARE ACC EPTING AND AGREEING TO THE TERMS OF TH IS LICENSE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUN D BY THE TERMS OF THIS LICENSE AGREEMENT, PRIOR TO DOW LOADING OR COPYING TO YOUR COMPUTER ANY FILES(S), YOU MUST DECLINE ACCESS TO SUCH MATERIALS.
I. GRANT OF LICENSE: Subject to the provisions contained herein and to the payment of all applicable fees, the International Association of Innovation Professionals (“IAOIP”), grants you a personal, non-exclusive, non-transferable license to the materials contained herewith (the "Product"). Your licensed rights to the Product are limited to the following:
(a) This License Agreement does not convey to you an interest in or to the Product, but only a limited right of use revocable in accordance with the terms of this License Agreement.
(b) You may install one copy of the Product on, and permit access to it by, a single computer owned, leased or otherwise controlled by you. In the event that computer becomes dysfunctional, such that you are unable to access the Product, you may transfer the Product to another computer, provided that the Product is removed from the computer from which it is transferred and the use of the Product on the replacement computer otherwise complies with the terms of this Agreement. Neither concurrent use on two or more computers nor use in a local area network or other network is permitted. You may print one copy of the Product for your persona l use. You shall not merge, adapt, translate, modify, rent, lease, sell, sublicense, assign or otherwise transfer any of the Product, or remove any proprietary notice or label appearing on any of the Product. You may make one (1 ) copy the Product for backup purposes only.
(c) You acknowledge and agree that the Product is proprietary to the Copyright holder (the "Owner") identified on the front page of the Product, and is protected under U S. copyright law and international copyright treaties. You further acknowledge and agree that all right, title and interest in and to the Product, including all intellectual property rights, are and shall remain with the Owner.
(d) You shall provide IAOIP or any designee of IAOIP with all information necessary to assure compliance with the terms of this Agreement. In the event you are not in compliance with the terms of this Agreement through the actions of unrelated third parties, you shall use your best efforts to cooperate with IAOIP and any of its designees to assure compliance.
2. LIMITED WARRANTY:
(a) IAOIP warrants for your benefit alone that, unless disclosed in the Product to the contrary, IAOIP and the Owner can license the Product and all copyright and trademarks related thereto or therein.
(b) THE EXPRESS WARRANTIES SET FORTH IN TH IS SECTION 2 CONSTITUTE THE 0NLY WARRANTIES WITH RESPECT TO TH E PRODUCT AND IAOIP AND THE OWNER MAKE NO OTHER REPRESENTATION OR WARRANTY OR CONDITION OF ANY KIND, WH ETH ER EXPRESS OR IM PLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO ANY OF THE PRODUCT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO TH E SUFFICIENCY, ACCURACY OR UTILIZATION OF, OR ANY INFORMATION OR OPINION CONTAINED OR REFLECTED IN, ANY OF THE PRODUCT. IAOIP AND TH E OWNER EXPRESSLY DISCLAIM ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OFFICER, DIRECTOR, EMPLOYEE, MEMBER, AGENT, REPRESENTATIVE OR PUBLISHER OF THE COPYRIGHT HOLDER IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS LIM ITED WARRANTY.
3. INDEMNIFICATION : The Owner, IAOIP, any agent, representative, publisher or distributor of the Product, or any of their respective directors, officers, employees, agents, representatives or members (the "IAOIP and Owner Indemnified Parties") shall have no liability for, and you shall defend, indemnify and hold each of the IAOIP and Owner Indemnified Parties harmless from and against, any claim , loss, demand, liability, obligation and expenses (including reasonable attorneys' fees) based upon or arising out of any injury or damage, or any product liability claim, including but not limited to, any personal or bodily injury or property damage, arising out of, pertaining to, or resulting in any way from, the use or possession of any of the Product by you and/or any of your directors, officers, employees, representatives, agents or contractors.
4. LIMITAT ION OF LIABILITY:
a) You acknowledge that each of IAOIP and Owner's obligations and liabilities with respect to the Product are exhaustively defined in this Agreement. You are responsible for the consequences of any use of any of the Product (whether or not such use was consistent with the license granted hereunder) created therefrom. Whether or not IAOIP or Owner has been advised of their possibility, neither IAOIP nor Owner nor any of its representatives or agents, directors, officers, employees, agents, representatives or members, shall be liable, whether under contract, tort (including negligence) or otherwise, for any indirect, special , punitive, incidental or consequential loss, damage, cost or expense of any kind whatsoever and howsoever caused, that may be suffered by you or any of your directors, officers, employees, agents, representatives or contractors or any third party.
b) If at any time an allegation of infringement of any rights of any third party is made, or in IAOIP or Owner's opinion is likely to be made, with respect to any of the Product, IAOIP may, at its option and at its own expense (i) obtain for you the right to continue using the Product, (ii) modify or replace the Product or any portion thereof so as to avoid any such claim of infringements, or (iii) refund to you the License Fee in return for you ceasing to use the Product. IAOIP shall have no liability to you if any claim of infringement would have been avoided except for your refusal to use any modified or replacement Product supplied or offered to be supplied pursuant to this Section 4(b) or to otherwise cease using the Product. Notwithstanding anything contain ed in this Agreement, and except as set forth in Section 4(b) hereof, IAOIP and/or Owner's liability to you for damages pursuant to this Section 4(b), if any, shall not exceed the amounts of the License Fee paid by you for the Product subject to any such claim .
c) Section 4(b) state the entire liability of IAOIP and Owner with respect to the infringement or alleged infringement of any third party rights of any kind whatsoever by any of the Product.
5. TERMINATION: This Agreement may be terminated immediately by Owner or IAOIP upon breach of any provision of this Agreement by you. Upon any termination of this Agreement , you shall immediately discontinue the use of the Product and shall within ten (10) days either return files(s) on diskette(s), if any, to ANSI or certify in writing to ANSI that the Product, and any copy, has been deleted from your computer and is eliminated from your premises. Sections 2, 3, 4, 6, 7 and 8 shall survive the termination of this Agreement.
6. GOVERNING LAW; ATTORNEY'S FEES: This Agreement shall be governed by the laws of the State of New York without reference to its conflict of laws provisions and you further consent to jurisdiction by the state and federal courts sitting in the City and State of New York.
7. MISCELLANEOUS: This Agreement constitutes the complete and exclusive agreement between IAOIP and you with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein. This Agreement may not be modified except in writing duly signed by an authorized representative of IAOIP and you. If any provision of this Agreement is held to be unenforceable for any reason , such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances, or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting the Agreement.
8. EXPORT: You may not load or export or re-export any of the Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
BY ACCESSING TH E PRODUCT, YOU ACKNOWLEDGE THAT YOU HAVE READ TH E TERMS OF THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.