TJR Enterprise, LLC (the "Company") provides its software (the "Software") and the source code of the Software, the documentation source, and any configuration files (the "Source"), subject to this Software License Agreement (the "Agreement" or "License").
This Agreement governs your access to and use of (a) the Software, (b) the Source, (c) the documentation, manuals and related materials pertaining to the Software and the Source (the "Software Documentation"), and (d) the applications, data, images, information, links, sounds, text, videos and other content or materials furnished by the Company in connection with the Software and the Source or included with the Software (collectively, with the Software, the Software Documentation and the Source, the "Project").
The terms "our" and "we" mean and refer to the Company. The terms "you" and "your" mean and refer to you as a user or a contributor of the Project.
THIS AGREEMENT IS LEGALLY BINDING, SO PLEASE READ IT CAREFULLY. IF YOU DO NOT AGREE WITH ANY PROVISION IN THIS AGREEMENT, OR IF YOU DO NOT UNDERSTAND ANY PROVISION IN THIS AGREEMENT, YOU SHOULD STOP ACCESSING AND USING THE PROJECT. By accessing or using the Project, you are indicating that you accept this Agreement and all of its provisions.
- Acceptance and Acknowledgment
- Our Property
- Licenses Granted by Us
- Disclaimers
- Limitation of Liability
- Indemnification
- Term and Termination
- Assignment and Beneficiaries
- Amendment
- Remedies and Rights
- Miscellaneous Provisions
- Entire Agreement
By accessing, copying, downloading, or using the Project or any part thereof in any way, or by otherwise expressing or indicating your acceptance, you acknowledge that you have read and understand the contents of this Agreement, you accept and agree to be bound by this Agreement, and you consent to contract with the Company electronically.
If you are entering into this Agreement on behalf of a business or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case the terms "you" or "your" in this Agreement refer to such entity. If you do not have such authority, you shall not accept this Agreement and shall not access, download, or use the Project or any part thereof.
If you do not accept or agree with any provision in this Agreement, you shall not access, copy, distribute, download, or use the Project or any part thereof.
All rights, title, and interest in and to the Project and its components are and shall remain the exclusive property of the Company or our licensors. You shall not acquire any ownership interest in or to the Project or any part thereof by accessing, copying, distributing, downloading, or using the Project. You shall not alter, edit, hide, modify, obliterate, obscure, or remove any legal or proprietary notices contained within the Project. You shall not distribute or use any branding, icons, logos, and product names contained within the Project without our prior written permission.
Subject to the terms of the License, we grant you a limited, non-assignable, non-exclusive, non-sublicensable, non-transferable, personal, revocable, and worldwide license to access, download, and use the Project as provided by the Company for the sole purpose of enabling you to enjoy the benefit of the Project in a manner permitted by the License, and to copy, modify and prepare derivative works of the Project for the sole purpose of submitting additions or modifications to the Project for inclusion in the Project. Unless you have our express written permission, you shall not assign, distribute, lease, redistribute, rent, sell or offer to sell, sublicense, transfer or otherwise exploit or make the Project available to any third party.
Upon any termination of the License, any and all licenses and rights granted to you in this section shall be immediately revoked and terminated, and you shall have no further right to access, copy, download, use, and prepare derivative works of the Project in any way. Within three (3) days after termination of the License, you shall cease and desist all use of the Project and any part thereof, and you shall destroy or return all full or partial copies of the Project in your possession or under your control.
We reserve the right to add, change, modify, or remove features and functionality from the Software at any time and in any way, with or without notice to you.
WE PROVIDE THE PROJECT ON AN "AS AVAILABLE" AND "AS IS" BASIS WITH ALL FAULTS AND WITHOUT ANY PROMISES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND WHATSOEVER. YOU ACCESS, COPY, DOWNLOAD AND USE THE SOFTWARE AT YOUR OWN RISK.
To the fullest extent permitted by law, we expressly disclaim any and all warranties of any kind, whether express, implied, or statutory, including without limitation, warranties of accuracy, availability, fitness for a particular purpose, functionality, merchantability, non-infringement, performance, quality, reliability, title, usefulness and any other warranty that might arise under any law. Without limiting the foregoing, we make no promises, representations, or warranties:
- Concerning resources outside of the Project, even if linked to from or within the Project;
- Concerning your use of the Project;
- That the Project is or will be compliant with all applicable laws and regulations in your jurisdiction or that the Project is or will be available or permitted in your jurisdiction;
- That the Project is or will be accessible;
- That the Project is or will be error-free;
- That the Project will meet your business or professional needs; and
- That we will continue to maintain and support the Project or any part of the Project.
To the extent any of the foregoing disclaimers or limitations of liability do not apply to you, all applicable implied and statutory warranties shall be limited to the fullest extent permitted by law for the minimum period required by law and no warranties shall apply after such period.
To the fullest extent permitted by law:
- We shall not be liable for any direct, indirect, consequential, exemplary, incidental, punitive, or special damages, including without limitation, damages for loss of business, data, goodwill, income, opportunity, profit, revenue, sales, or use, as well as other commercial, economic, financial, and intangible losses; and
- In all cases, we shall not be liable or responsible to you or any third party for any damages or losses that are not reasonably foreseeable.
You shall defend, indemnify, and hold harmless the Company, its affiliates and subsidiaries, and their respective agents, contractors, directors, employees, officers, and representatives, from and against any and all actions, claims, costs, damages, debts, expenses, fees (including, but not limited to, attorneys’ fees), fines, judgments, liabilities, losses, obligations, and penalties arising out of or in relation to any action, claim, counterclaim, proceeding, or suit arising out of or in relation to:
- Your access to and usage of the Project;
- Your breach of this Agreement;
- Your breach of any agreement or contract with any third party;
- Your violation of any third party rights, including without limitation, any intellectual property, privacy, or publicity rights; and
- Your violation of any law or regulation.
This Agreement begins on the date of electronic acceptance or on the date you first access, copy, download, or use the Project and continues so long as you access, copy, download, or use the Project in any way. You may only terminate this Agreement by ceasing to access, copy, download, and use the Project in any way and destroying or returning to the Company any copies of the Project in your possession or under your control. We may terminate this Agreement at any time.
If you breach this Agreement, we may, in our sole discretion, terminate this Agreement immediately, with or without advance notice to you. If we disable, suspend, or terminate your access to the Project, you may not attempt to access, copy, download, or use the Project without our written consent and permission to do so.
You shall not assign or transfer this Agreement and any attempted assignment of this Agreement by you shall be null and void. This Agreement is freely assignable by the Company and we may assign or transfer this Agreement without your consent. We may also permit third parties to exercise our rights or perform our obligations under this Agreement. This Agreement does not create any third party beneficiary rights.
We reserve the right to amend or modify this Agreement at any time and for any reason. This Agreement shall not be amended or modified by you and any attempted amendment by you shall be null and void.
In order to continue accessing, copying, downloading, or using the Project after any amendment to this Agreement, you must acknowledge, accept, and agree to be bound by this Agreement as amended. By accessing, copying, downloading, or using the Project after any amendment to this Agreement, you indicate that you acknowledge, accept, and agree to by bound by the Agreement as amended. Neither the course of conduct between the parties nor trade practice shall act to amend this Agreement.
The rights granted and obligations made under this Agreement are of a unique and irreplaceable nature, the loss of which may result in immediate and irreparable harm to the Company for which remedies at law are inadequate. Therefore, we shall be entitled to seek equitable relief, including without limitation, injunctive relief, without the obligation to post any bond or surety, in the event of any breach or anticipatory breach of this Agreement by you.
We reserve all rights not expressly granted to you herein. The rights and remedies granted to the Company hereunder are cumulative and not exclusive. We reserve the right to object to claims, subpoenas and other demands.
If there is a conflict or inconsistency between this Agreement and any separate license agreement you may have with the Company, the separate license agreement shall govern for that conflict or inconsistency.
Headings are for convenience only and shall not be used to construe the meaning of any provision in this Agreement.
The laws of the United States of America and the State of Minnesota shall govern this Agreement and any claim or dispute of any sort that might arise under this Agreement between the Company and you, without regard to any choice of law, conflicts of law or other principles that would result in the application of the laws or regulations of any other jurisdiction and without regard to your location.
All claims, disputes, litigation or other legal proceedings arising in connection with this Agreement or your access or use of the Project shall be brought and settled in a federal or state court in the State of Minnesota, and you hereby irrevocably agree and consent to the jurisdiction of and venue in those courts and waive any objection as to inconvenient forum and personal jurisdiction.
If any provision of this Agreement is found and held to be illegal, invalid, unenforceable, or void, the arbitrator or court shall endeavor to give effect to the parties’ intentions as reflected in the provision, and all other provisions of this Agreement shall remain in full force and effect.
The provisions of this Agreement that by their nature should survive termination shall survive any termination of this Agreement, including without limitation, disclaimers, indemnity provisions, limitations of liability, ownership provisions, warranty disclaimers, and miscellaneous provisions.
No failure or delay by the Company in exercising any right shall waive any further exercise of that right. In addition, no waiver of any breach or default of this Agreement shall waive any preceding or subsequent breach or default.
This Agreement constitutes the entire agreement and understanding between the Company and you concerning the subject matter hereof and supersedes all prior agreements, communications, proposals, representations, and understandings regarding the same, whether oral or written.