Together Software License V2
Together Teamsolutions Co., Ltd.
(b) Server Use. You may install one copy of the Software on your computer file server for the purpose of downloading and installing the Software onto other computers within your internal network up to the Permitted Number of desktop end-user computers or server CPU cores or servers. No other network use is permitted, including without limitation using the Software either directly or through commands, data or instructions from or to a computer not part of your internal network, for Internet or Web-hosting services or by any user not licensed to use this copy of the Software through a valid license from Together. Indirect or direct use of software licensed for server usage is only allowed to the Permitted Number of server CPU cores or servers.
(c) Concurrent Use. If you have purchased a "Concurrent-User" version of the Software, you may install the Software on any compatible computers, up to ten (10) times the Permitted Number of users, provided that only the Permitted Number of users actually use the Software at the same time. The Permitted Number of concurrent users shall be delineated at such time as you elect to purchase the Software.
(d) Backup and Archival Copies. You may make one backup and one archival copy of the Software, provided your backup and archival copies are not installed or used on any computer and further provided that all such copies shall bear the original and unmodified copyright, patent and other intellectual property markings that appear on or in the Software. You may not transfer the rights to a backup or archival copy unless you transfer all rights in the Software as provided under Section 3.
(e) Home Use. You, as the primary user of the computer on which the Software is installed, may also install the Software on one of your home computers. However, the Software may not be used on your home computer at the same time as the Software is being used on the primary computer.
(f) Title. Title to the Software is not transferred to you. Ownership of all copies of the Software and of copies made by you is vested in Together, subject to the rights of use granted to you in this Agreement.
(g) Reverse Engineering. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Together to provide the information necessary to achieve such operability and Together has not made such information available. Together has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Together or obtained by you, as permitted hereunder, may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to Together.
(h) Other Restrictions. You may not loan, rent, lease, sublicense, distribute or otherwise transfer all or any portion of the Software to third parties except to the limited extent set forth in Section 3. You may not copy the Software except as expressly set forth above, and any copies that you are permitted to make pursuant to this Agreement must contain the same copyright, patent and other intellectual property markings that appear on or in the Software. You may not modify, adapt or translate the Software. You may not, directly or indirectly, encumber or suffer to exist any lien or security interest on the Software; knowingly take any action that would cause the Software to be placed in the public domain; or use the Software in any computer environment not specified in this Agreement. You will comply with applicable law and Together's instructions regarding the use of the Software. You agree to notify your employees and agents who may have access to the Software of the restrictions contained in this Agreement and to ensure their compliance with these restrictions. THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS OR AIR TRAFFIC CONTROL EQUIPMENT, WHERE THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(b) Customer Remedies. Together's and its suppliers' entire liability and your exclusive remedy shall be, at Together's option, either (a) return of the price paid, if any, or (b) repair or replacement of the Software that does not meet Together's Limited Warranty and which is returned to Together with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
(c) No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOGETHER AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
(d) Limitation Of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOGETHER OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF TOGETHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TOGETHER'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR U.S.$50.00; PROVIDED, HOWEVER, IF YOU HAVE ENTERED INTO AN TOGETHER SUPPORT SERVICES AGREEMENT, TOGETHER'S ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Together's liability shall be limited to the greatest extent permitted by law.
(e) Infringement Claims. Together will indemnify and hold you harmless and will defend or settle any claim, suit or proceeding brought against you that is based upon a claim that the content contained in the Software infringes a copyright or violates an intellectual or proprietary right protected by United States or European Union law ("Claim"), but only to the extent the Claim arises directly out of the use of the Software. You must notify Together in writing of any Claim within ten (10) business days after you first receive notice of the Claim, and you shall provide to Together at no cost with such assistance and cooperation as Together may reasonably request from time to time in connection with the defense of the Claim. Together shall have sole control over any Claim (including, without limitation, the selection of counsel and the right to settle on your behalf on any terms Together deems desirable in the sole exercise of its discretion). You may, at your sole cost, retain separate counsel and participate in the defense or settlement negotiations. Together shall pay actual damages and costs awarded against you (or payable by you pursuant to a settlement agreement) in connection with a Claim to the extent such damages and costs are not reimbursed to you by insurance or a third party, to an aggregate maximum of US$1,000. If the Software or its use becomes the subject of a Claim or its use is enjoined, or if in the opinion of Together's legal counsel the Software is likely to become the subject of a Claim, Together shall attempt to resolve the Claim by using commercially reasonable efforts to modify the Software or obtain a license to continue using the Software. If in the opinion of Together's legal counsel the Claim, the injunction or potential Claim cannot be resolved through reasonable modification or licensing, Together, at its own election, may terminate this Agreement without penalty, and will refund to you on a pro rata basis any fees paid in advance by you to Together. THE FOREGOING CONSTITUTES TOGETHER'S SOLE AND EXCLUSIVE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT.