End User License Agreement (EULA)

Version 1.0

The accompanying executable code version of the R2i Open Web Studio platform is made available to you pursuant to version 2 of the GNU General Public License (the “GPL”). Without limiting your rights under the GPL, the R2i Open Web Studio platform and related documentation (collectively, the “Product”) are subject to the terms and conditions of this R2i Open Web Studio End User License Agreement (the “Agreement”).

BY CLICKING THE "ACCEPT" BUTTON, OR BY INSTALLING OR USING THE OPEN WEB STUDIO PLATFORM, YOU CONSENT TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CHECK THE “ACCEPT" BOX, AND DO NOT INSTALL OR USE ANY PART OF THE OPEN WEB STUDIO PLATFORM.

During the Product installation process, and at later times, you may be given the option of installing additional components from third-party software providers. The installation and use of those third-party components may be governed by additional license agreements.

1. Scope of Agreement; GPL License. This Agreement governs the Product and any software upgrades provided by R2 Integrated, LLC (“R2i”) that replace and/or supplement the original Product, unless those upgrades are accompanied by a separate license, in which case the terms of that license will govern. The accompanying executable code version of the Open Web Studio platform is made available to you pursuant to the GPL, and nothing in this Agreement will be construed to limit any rights granted under the GPL.

2. Reservation of Trademark and Other Rights. Subject to the foregoing, R2i, for itself and on behalf of its licensors, hereby reserves all trademark and all other intellectual property rights in the Product. This Agreement does not grant any right to use any of those marks or any of the other trademarks, service marks or logos of R2i or its licensors. The GPL is a copyright license which permits you to copy, modify and distribute code which makes up the Open Web Studio platform, but does not include an implied or express trademark license. You may not remove or alter any copyright or other proprietary notice in or on the Product.

3. Termination. If you breach this Agreement your right to use the Product will terminate immediately and without notice, but all provisions of this Agreement except the License Grant (Section 1) will survive termination and continue in effect. Upon termination, you must destroy all copies of the Product.

4. Disclaimer of Warranty. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITH ALL FAULTS. YOUR USE OF THE PRODUCT IS AT YOUR OWN RISK. R2I DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SYSTEM INTEGRATION, NON-INTERFERENCE AND ACCURACY OF INFORMATIONAL CONTENT. R2I DISCLAIMS LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, OR LOST PROFITS, THAT MAY RESULT, DIRECTLY OR INDIRECTLY, FROM YOUR USE OF THE PRODUCT, INCLUDING (WITHOUT LIMITATION) ANY DAMAGE TO COMPUTER SYSTEMS, HARDWARE OR SOFTWARE, LOSS OF DATA, OR ANY OTHER PERFORMANCE FAILURES, OR ANY ERRORS, BUGS, VIRUSES OR OTHER DEFECTS THAT RESULT FROM OR ARE ASSOCIATED WITH USE OF THE PRODUCT. YOU BEAR THE ENTIRE RISK AS TO SELECTING THE PRODUCT FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

5. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL R2I, ITS CONTRACTORS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, REGARDLESS OF THE BASIS OR NATURE OF THE CLAIM (CONTRACT, TORT OR OTHERWISE), ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING (WITHOUT LIMITATION) ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, OR OTHERWISE, EVEN IF R2I, ITS CONTRACTORS OR ITS LICENSORS WERE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Export Control. This license is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Product and its use. Without limiting the generality of the foregoing, you agree that the Product is not being and will not be acquired for, shipped, transferred, or re-exported, directly or indirectly, to proscribed or embargoed countries or their nationals, nor will it be used for nuclear activities, chemical or biological weapons, or missile projects unless authorized by the U.S. government. Proscribed countries are set forth in U.S. Export Administration Regulations. You certify that you are not on the U.S. Department of Commerce 's Denied Persons List.

7. U.S. Government End Users. The Product is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995) and 48 C.F.R. 227.7202 (June 1995). Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Product with only those rights as set forth herein.

8. Miscellaneous.

  • (a) This Agreement shall be deemed to have been consented to in, and shall be governed by the laws of, the State of Maryland, U.S.A., excluding its conflict of law provisions. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or any adopted version of the Uniform Computer Information Transactions Act.
  • (b) In the event that either party initiates an action in connection with this Agreement or any other dispute between the parties (a “Dispute”), the exclusive jurisdiction of such Dispute shall be in a state court located in Baltimore City, Maryland, U.S.A or a federal court located in Maryland, U.S.A.
  • (c) Notwithstanding Section 8(b), if you are located in a country that does not have a bilateral or multilateral ruling enforcement treaty with the U.S.A., the Dispute shall be exclusively and finally resolved by arbitration conducted in Baltimore City, Maryland, U.S.A., in the English language by a sole arbitrator ("Arbitrator") in accordance with the International Arbitration Rules of the American Arbitration Association ("AAA"). The Arbitrator shall be appointed by agreement of the parties; if the parties fail to agree upon the Arbitrator within fourteen (14) days of notice of arbitration provided by either party, the AAA shall appoint the Arbitrator. The Arbitrator, and every person named on all lists of potential arbitrators, shall be a neutral and impartial lawyer with excellent academic and professional credentials (i) who has practiced law for at least ten (10) years, with experience in the field of software development and intellectual property law, and (ii) who has had experience, and is generally available to serve, as an arbitrator. The Arbitrator shall be bound by the provisions of this Agreement and base the award on applicable law and judicial precedent. Upon rendering a decision, the Arbitrator shall state in writing the basis for the decision, including the findings of fact and conclusions of law upon which the decision is based. The Arbitrator shall not grant any remedy or relief that a court could not grant under applicable law. The Arbitrator's decision shall be final and binding upon the parties, and shall not be subject to appeal. Judgment on the award or any other final or interim decision rendered by the Arbitrator may be entered, registered or filed for enforcement in any court having jurisdiction thereof. The arbitrator shall have the right to issue equitable relief, including (without limitation) preliminary injunctive relief.
  • (d) Notwithstanding anything to the contrary in this Section 8, either party may enforce any judgment rendered in accordance with Section 8(b) or (c) in any court of competent jurisdiction, and R2i may seek injunctive or other equitable relief in any jurisdiction in order to protect its intellectual property rights.
  • (e) If any part of this Agreement is held invalid or unenforceable, that part shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law, and the remaining portions will remain in full force and effect.
  • (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
  • (g) Except as required by law, the controlling language of this Agreement is English, and any Dispute brought under this Agreement shall be conducted in the English language. In addition, if you are located in Quebec, Canada, the following clause applies: The parties hereby confirm that they have requested that this Agreement be drafted in English. Les parties contractantes confirment qu’elles ont exige quele present contrat et tous les documents associes soient rediges en anglais.
  • (h) You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms; R2i may assign its rights under this Agreement without condition.
  • (i) R2i and you enter into this Agreement as, and shall remain, independent contractors with respect to one another. Nothing in this Agreement shall create a partnership, joint venture, agency, or employment relationship between the parties. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
  • (j) This Agreement constitutes the entire agreement between R2i and you concerning the subject matter hereof; it may be modified only by a written amendment signed by an authorized executive of R2i. To the extent of any conflict or inconsistency between this Agreement and any invoice, purchase order or other document submitted by you to R2i, this Agreement will control. R2i’s acceptance of any document shall not be construed as an acceptance of any provision which is in any way in conflict or inconsistent with, or in addition to, this Agreement, unless such provision is separately and specifically accepted in writing by an authorized officer of R2i.

9. Print a Copy of this Agreement. R2i advises you to print a copy of this Agreement on the date that you consent to the Agreement.

 

New York, NY • Baltimore, MD • Vienna, VA • St. Louis, MO • Seattle, WA • info@openwebstudio.com

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