By using the application, you (a) acknowledge that you have read and understand this agreement; (b) represent that you are 18 years of age or older/of legal age to enter into a binding agreement; and (c) accept this agreement and agree that you are legally bound by its terms. If you do not agree to these terms, do not use the products. If you or the entity you represent has entered into a separate agreement with the company in connection with the use of the products then that agreement will control where it conflicts with the terms hereof.
License Grant and Restrictions
Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to access and use the Products via a web browser pursuant to the terms hereof and any applicable documentation provided by the Company.
You agree not to:
- Copy the Products, except as expressly permitted by this license;
- Use the Products in contravention of the published guidance and direction available at tive.co
- Modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Products;
- Reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Products or any part thereof;
- Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Products, including any copy thereof;
- Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Products or any features or functionality of the Products, to any third party for any reason, including by making the Products available on a network where it is capable of being accessed by more than one device at any time; or
- Remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Products.
You acknowledge and agree that the Products are provided under license, and not sold, to you. You do not acquire any ownership interest in the Products under this Agreement, or any other rights thereto other than to use the Products in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company and its licensors and service providers reserve and shall retain their entire right, title and interest in and to the Products, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
Collection and Use of Your Information
The Products are based in the Commonwealth of Massachusetts in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Content and Services outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Content and Services from outside the United States, you are responsible for compliance with local laws.
Disclaimer of Warranties
The products is provided to licensee “as is” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the products, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, company provides no warranty or undertaking, and makes no representation of any kind that the products will meet your requirements, achieve any intended results, be compatible or work with any other software, products, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.
Limitation of Liability
To the fullest extent permitted by applicable law, in no event will company or its affiliates, or any of its or their respective licensors or service providers, have any liability arising from or related to your use of or inability to use the products or the content and services for:
- Personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, business interruption, computer failure or malfunction or any other consequential, incidental, indirect, exemplary, special or punitive damages
- Direct damages in amounts that in the aggregate exceed the amount actually paid by you for the products.
The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence) or otherwise and regardless of whether such damages were foreseeable or company was advised of the possibility of such damages. Some jurisdictions do not allow certain limitations of liability so some or all of the above limitations of liability may not apply to you.
You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Products or your breach of this Agreement.
The Products may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Products to, or make the Products accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You 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 Products available outside the US.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Products shall be instituted exclusively in the federal courts of the United States or the courts of the Commonwealth of Massachusetts in each case located in Suffolk County. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation of Time to File Claims. Any cause of action or claim you may have arising out of or relating to this agreement or the products must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.
Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.