1. Why We Have This Agreement
2. Your Consent to This Agreement
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE PROPERTIES. BY ACCESSING OR USING THE PROPERTIES, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE PROPERTIES.
3. License Grant
"You" means the person or company who is being licensed to use the Properties. "We," "us" and "our" means LifeYield. We hereby grant you a nonexclusive license to access the Properties and use the Tools.
4. Your Responsibilities and Acceptable Use
4.1. Your Obligations
You may not 1) copy the Properties; 2) modify or adapt the Properties or merge them into another work; 3) reverse engineer, disassemble, decompile, or make any attempt to discover the source code of the Tools; 4) distribute the Properties; or 5) sublicense, rent, lease ,or lend any portion of the Properties.
You agree not to use the Properties to conduct any business or activity or solicit the performance of any activity, which is prohibited by law, or by any contractual provision by which you are bound. You agree to comply with all applicable laws, rules, and regulations in connection with the Properties.
4.2. Access and Interference
You agree that you will not use any robot, spider, other automatic or manual device or process to interfere or attempt to interfere with the proper working of our Properties.
5. Intellectual Property Ownership
Domestic and international laws protect the entire contents of our Properties, including intellectual property related to our Properties. The owners of the intellectual property (including, but not limited to, copyrights and trademarks) are LifeYield, its affiliates, or other third party licensors. We remain the owner of all right, title, and interest in the Properties.
LifeYield is a trademark or registered trademark of LifeYield, LLC. Other trademarks mentioned in the Properties are the property of their respective owners.
6. Disclaimer of Warranties
USE OF THE PROPERTIES AND ANY CONTENT AVAILABLE THEREON IS AT YOUR OWN RISK. WE PROVIDE THE PROPERTIES ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. The above exclusions may not apply in jurisdictions that do not allow the exclusion of certain implied warranties.
7. Third Party Links and Information
Our Properties may contain links to websites operated by other parties. The linked websites are not under our control, and we are not responsible for the content available on any other Internet sites linked to from our Properties. Unless otherwise stated, such links do not imply our endorsement of material on any other website, and we disclaim all liability with regard to your access to such linked websites. You access any other Internet sites linked to from our Properties at your own risk. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such sites or resource.
8. Limitation of Liability
IN NO EVENT WILL LIFEYIELD, ITS EMPLOYEES, DISTRIBUTORS, SUPPLIERS, MERCHANT PARTNERS, BUSINESS ASSOCIATES, ADVERTISERS, DIRECTORS, OR AGENTS (COLLECTIVELY "PROTECTED PARTIES") BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE PROPERTIES INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROPERTIES, EVEN IF A PROTECTED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL PROTECTED PARTIES' MAXIMUM CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED ONE DOLLAR ($1.00). Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
9. General Terms and Conditions
9.1. Applicable Law and Arbitration
The laws of the State of Massachusetts will govern this Agreement, without reference to conflicts of law principles. The parties hereby submit to the jurisdiction of, and waive any venue objections against, the state and federal courts in Suffolk County, Massachusetts.
Any claim or controversy arising out of or related to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. The foregoing shall not preclude us from seeking any injunctive relief for the protection of our rights.
You may not assign this Agreement without our consent.
The Properties contain trade secrets and proprietary know-how that belong to us and that is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE PROPERTIES, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
9.4. Entire Agreement
This Agreement sets forth the entire understanding and agreement between you and LifeYield with respect to the subject matter hereof and supersedes any prior communication, advertising, or representation concerning the Properties.
You agree to indemnify, defend, and hold harmless LifeYield, its officers, directors, employees, agents, licensors, suppliers, and any third party providers from and against all losses, expenses, damages, and costs, including attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or your use and access of the Properties.
9.6. International Use
You agree to comply with all local rules including, without limitation, rules about the Internet, data, email, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
9.7. Modifications to this Agreement
WE MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON OUR WEBSITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE PROPERTIES SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
9.8. Reservation of Rights
Any rights not expressly granted by us herein are reserved by us.
If any provision or provisions hereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
9.10. Term and Termination
This license agreement takes effect upon your use of the Properties and remains effective until terminated. You may terminate it at any time by following our then-current account cancellation policy as posted on our website. This license will also automatically terminate if you fail to comply with any term or condition of this license agreement.
10. Contact Information
If there are any questions or suggestions regarding this Agreement, please contact us:
175 Federal Street
Boston, MA 02110