Maximojo Platform (TM) Binary Code License

1. General Description: This binary code license (“License”) contains rights and restrictions associated with use of the accompanying software and documentation (“Software”). Read the License carefully before installing the Software. By installing and/or using the Software, you agree to the termsPolicyAbout and conditions of this License.
2. Personal Use License: Maximojo, LLC (“Licensor” or “Maximojo”) grants to you (“Licensee”) a non-exclusive, non-assignable, non-transferable limited license to use the Software until the date the limited license terminates pursuant to Section 9 of this License. “Software” shall include any upgrades, modifications and new versions of the Software furnished or sold by Licensor to Licensee. This License is for the use of the Software in object code form only. Licensee may not redistribute the Software in whole or in part, either separately or included with a product, to any person or publicly accessible machine. Licensee agrees to take all reasonable precautions to secure the Software from distribution to any third party. Licensee shall not copy or duplicate the Software (in whole or in part). Licensee shall use the software only to support its own activities and shall not use the Software for the benefit of any third parties (other than its affiliated entities). In addition, each individual using the Software within your organization must have acquired a separate and valid user license.
3. No Modification Non-Use by Third Parties: Licensee may not modify the Maximojo’s Mantras® files, executables, or otherwise. Use of this software is limited to first party applications. Licensee may not, directly or indirectly, provide as a service, use of the Software. By way of example, but not as limitations this includes providing a networked interface to the software, direct or indirect use of the Software for other persons by the Licensee, or knowingly allowing third parties to access the Software.
4. Other Restrictions: Licensee agrees that the Software is the sole and exclusive property of Maximojo and is proprietary to Maximojo. Licensee shall use the Software only as expressly permitted by this License and shall keep confidential and use the Licensee’s best efforts to prevent and protect the contents of the Software (or any part thereof) from unauthorized disclosure. Licensee shall not modify, decompile, disassemble, decrypt, extract, or otherwise reverse engineer Software. Software may not be leased, assigned, or sublicensed, in whole or in part. Licensee accepts full responsibility for use of the Software including, but not limited to, acceptance of full responsibility pursuant to integration with third party software and licensing agreements regarding the use of the Software to modify, examine, or otherwise process such third party software. Licensee shall have sole responsibility for the integration of the software.
5. Trademarks and Logos: This License does not authorize Licensee to use any name, trademark or logo of Licensor. Licensee acknowledges that Licensor owns the “Maximojo”, “Maximojo’s Mantras®”, trademarks, logos and icons. Licensee shall neither take nor permit any action that will delete or obscure Licensor’s copyright legend on any Software and any related documentation and materials.
6. Competitive Product Restriction: You may not use, distribute or integrate the Software with other products generally competitive with Maximojo product offerings; nor may you use the Software to create a product that is generally competitive with Maximojo product offerings.
7. Disclaimer of Warranty: The Software is provided “AS IS,” without any warranty or representation of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED BY MAXIMOJO “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE DISCLAIMED BY MAXIMOJO AND ITS SUPPLIERS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT OF ANY ACTUAL BREACH OF THIS LICENSE BY MAXIMOJO, LICENSEE’S SOLE AND EXCLUSIVE REMEDY SHALL BE THE RECISSION OF THIS LICENSE AND RECOVER OF ANY SUMS PAID BY LICENSEE TO MAXIMOJO.
8. Limitation of Liability: MAXIMOJO AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY THIRD PARTY AS A RESULT OF USING OR DISTRIBUTING SOFTWARE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, IN NO EVENT WILL MAXIMOJO OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF MAXIMOJO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Termination: Licensee may terminate this License by destroying the Software (in which event, Licensee shall certify in writing to PreEmptive that such destruction has occurred). This License will terminate immediately without notice from Maximojo if Licensee fails to comply with any provision of this License. Upon such termination, Licensee must destroy all copies of Software, and upon Maximojo’s request, Licensee shall certify in writing to Maximojo that such destruction has occurred. In the event of a termination of the License for any reason or by any party, Licensee shall have no right to claim a refund for any sums paid by Licensee to Maximojo. From and after the termination of the License for any reason or by any party, Licensee shall not use the Software for any purpose whatsoever and shall not disclose or use the Software (or any part thereof) in any fashion.
10. Marketing: You agree to be identified as a customer of Maximojo and you agree that Maximojo may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in Maximojo marketing materials and web site. You hereby grant Maximojo a license to use your name and any of your trade names and trademarks solely in connection with the rights granted to Maximojo pursuant to this marketing section.
11. Export Regulations: You acknowledge that the Product is of U.S. origin and subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Product, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
12. U.S. Government Restricted Rights: Use, duplication or disclosure by the United States government is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARS 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)(2) as applicable.
13. Governing Law/Jurisdiction and Venue: Any action related to this License will be governed by Illinois law and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
14. Severability: If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, then such provisions are herewith waived to the extent necessary for the License to be otherwise enforceable in such jurisdiction. However, if in Licensor’s opinion deletion of any provisions of the License by operation of this paragraph unreasonably compromises the rights or increase the liabilities of Licensor or its licensors, Licensor reserves the right to terminate the License and refund the fee paid by Licensee, if any, and such refund shall be Licensee’s sole and exclusive remedy.
15. No Waiver: No waiver by Licensor of any breach of any provision of this Agreement shall be effective unless in writing signed by Licensor. No waiver shall constitute a continuing waiver unless expressly provided in the writing signed by Licensor.
16. UCC Applicability. To the extent the provisions of this License are not inconsistent therewith, this License shall be governed by the Uniform Commercial Code as adopted in Illinois.
17. Entire Agreement: This License constitutes the entire agreement between the parties respecting the subject matter hereof and thereof, and supersedes all previous proposals, negotiations, representations, warranties, commitments, writings and communications between parties. The termsPolicyAbout of this License shall prevail notwithstanding any variance with the termsPolicyAbout of any purchase order or any other document submitted by Licensee. This License may be amended only through a written document signed by Maximojo and Licensee.