This End User License Agreement and all Order Forms entered into between the parties hereunder (collectively, this “Agreement”) is a legal agreement between you and Outcome Project, LLC., a Puerto Rico corporation with its principal place of business at Vega Baja Puerto Rico, 00693 (“Outcome Project, LLC”), that governs your acquisition and use of Outcome Project, LLC’s proprietary Web Platform, Web Sites, and Information Platforms directly from Outcome Project, LLC or indirectly through an Outcome Project, LLC authorized reseller or distributor (a “Reseller”). It is effective between you and Outcome Project, LLC as of the date you buy access to the web platforms.
*** IMPORTANT – PLEASE READ CAREFULLY BEFORE YOU USE OUTCOME PROJECT, LLC. WEB PLATFORM OR ANY OTHER OF OUR PRODUCTS ***
By accessing, executing or otherwise using Outcome Project Web Platforms, either demonstrations or full versions, you acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. If you are not willing to be bound by the terms of this Agreement, do not access or use the Web Platform. If you are using the Web Platform in your capacity as employee or agent of a company or organization, then any references to “you” in this agreement shall refer to such entity and not to you in your personal capacity. You warrant that you are authorized to legally bind the company or organization on whose behalf you are accessing the Web Platform. If you are not so authorized, then neither you nor your company or organization may use the Web Platform in any manner whatsoever.
1.1 “Add-on” means a separate component which works in conjunction with Outcome Project, LLC products to provide additional or enhanced functionality. Add-ons include, but are not limited to, plug-ins, macros, extensions and libraries.
1.2 “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes hereof, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.3 “Documentation” means the published and generally available on-line user and administrator materials Outcome Project, LLC delivers or makes available with the Web Platform, including on-line help, as updated from time to time. You acknowledge that you have had the opportunity to review the Documentation during any free trial described below.
1.4. “Customer Application” means applications, scripts, or documents developed by your Users or End User Customers.
1.5 “End User Customer” means an end user(s) of applications, scripts, or documents created and deployed by your User(s) and running on the Server Web Platform hosted by you.
1.6 “Order Form” means Outcome Project, LLC’s global online order form or other Outcome Project, LLC ordering document for placing orders hereunder, which order form is entered into between you and Outcome Project, LLC, whether electronically via Outcome Project, LLC’s website or otherwise, and identifies the Web Platform ordered by you, including the license type, quantity, access information and any other restrictions or use limitations. Order Forms shall be deemed incorporated herein by reference.
1.7 “Server Web Platform” means only the licensed Outcome Project, LLC’s server Web Platform program(s), including without limitation system files and other Web Platform, documentation, packaged application programming interfaces (“APIs”), and Outcome Project, LLC API add-ons, Updates and corresponding documentation, online or electronic documentation, and, if any, associated media and printed materials.
1.8 “Web Platform” means only the licensed Outcome Project, LLC Web Platform program(s), including without limitation Server Web Platform as well as system files and other Web Platform, documentation, packaged application programming interfaces (“APIs”), and Outcome Project, LLC API add-ons, updates and corresponding documentation, online or electronic documentation, and, if any, associated media and printed materials.
1.10 “Staging Server” means Server Web Platform to be used only for testing changes to your computing environment or for testing Customer Applications, scripts, or documents before deploying them to End User Customers.
1.11 “Support Services” mean those services provided to you by Outcome Project, LLC pursuant to Section 4 hereof. You are required to purchase Outcome Project, LLC. Support Services for the term of your subscription for the Web Platform. The terms and conditions of any maintenance and support services purchased through a Reseller shall be subject to any additional terms and conditions set forth in your agreement with such Reseller.
1.12 “Support Services Period” means that number of months set forth in the applicable Order Form for which you have either purchased Support Services for the Web Platform separately or they have been bundled with the applicable license fee, the first month of which shall commence upon the initial delivery of the Web Platform. To the extent the Order Form fails to set forth such period, the Support Services Period shall be 12 months.
1.13 “Update” means any subsequent release of the Web Platform that Outcome Project, LLC generally provides to its customers who are enrolled in and fully paid up under Support Services. Updates do not include any Web Platform that is marketed and priced separately by Outcome Project, LLC such as Add-Ons.
1.14 “User” means an individual who is authorized by you to use the Web Platform to develop and deploy Customer Applications, scripts, or documents in accordance with this Agreement and the applicable license type set forth herein, and who has been supplied credentials by you (or by Outcome Project, LLC at your request). An User may include but is not limited to you and your Affiliates’ employees and those of your and your Affiliates’ consultants and contractors who use the Web Platform on your behalf and who are bound by enforceable terms at least as protective of the Web Platform and the Outcome Project, LLC Confidential Information as this Agreement.
1.15 “You” means you if you are an individual, or the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
Outcome Project, LLC offer free trials of the web platforms via demonstrations of the products at the Outcome Project, LLC web page. Outcome Project, LLC will make certain Web Platform available to you on a trial basis (the “Trial Version”) free of charge restricting access to certain functionalities. The Trial Version or Demonstrations may be used only to review, demonstrate and evaluate the Web Platform and may have limited features.
You shall not (A) by any means try to alter the contents or hack the web platform, (B) disclose the information in a third party website, blog or any other media mean using the
Trial or Full Version without Outcome Project, LLC’s prior written consent, (C) use the Trial Version for any commercial training or any application deployment or ultimate production purpose, (D) use the Trial Version of the Web Platform to update Web Platform that is no longer eligible for Support Services or (G) use the Trial Version of the Web Platform for a purpose other than the sole purpose of determining whether to purchase a license to the Full Version of the Web Platform.
NOTWITHSTANDING SECTION 9 (LIMITED WARRANTY AND DISCLAIMER), DURING A FREE TRIAL, THE WEB PLATFORM AND ANY APPLICABLE SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY.
The licenses granted in this section are subject to all terms and conditions set forth in this Agreement. You are responsible for the compliance of your Users with the terms and conditions of this Agreement and the licenses granted herein and shall be liable for any breach of this Agreement by your Users.
3.1.1 Outcome Project, LLC grants you a limited, worldwide, royalty-free, non-assignable, non-transferable, non-sublicensable and non-exclusive license pursuant to this Agreement for the Subscription Term set forth on the Order Form to use the Web Platform in accordance with the Documentation for the limited purpose set forth on the applicable Order Form, only on the number of compatible computer systems licensed to you in the applicable Order Form, up to the number of Users licensed to you in the applicable Order Form, and subject to any additional restrictions set forth in the applicable Order Form. You may use the Web Platform solely as permitted by the license type purchased, which license type is specified in the applicable Order Form and is described in this Agreement.
3.2.1 Concurrent User License: Under the terms of a Concurrent User License, the Web Platform is licensed for use by a specified maximum number of individual Users or End User Customers. For the purposes of Outcome Project, LLC Server Web Platform, a concurrent User or End User Customer is a single individual with an active browser connection to one or more Customer Applications.
3.2.2 Named License: Under the terms of a Named User License, the Web Platform is licensed for use by a particular individual as the User. An eligible User may access the Web Platform with a unique username and password on one device at a time. You must acquire and dedicate a license for each separate User that you wish to access the Web Platform. A Named User License for the Web Platform may not be shared.
3.2.4 Subscription or Term License: Under the terms of a Subscription, or Term License, the Web Platform is licensed only for the period of time set forth in the Order Form. The Subscription, or Term License is in combination with the other license types set forth herein thereby limiting the use of the Web Platform to such applicable license type for the period of time for the applicable subscription or term. The Subscription, or Term License begins on the date the Web Platform is delivered and continues for the subscription or term specified in the Order Form. If the term or Subscription is not specified in the Order Form then the term is twelve (12) months. The Subscription, or Term License will terminate if you fail to comply with any term or condition in this Agreement, including failure to pay associated fees when due. Web Platform with a Subscription, or Term License may contain a device that limits Web Platform usage in accordance with the license.
Access of the Web Platform will be made via a web link provided to you after paying the paid subscription. To access the information you will be provided with a non-transferable username and password.
Non-human devices that use the Web Platform without interaction are counted as Users or End User Customers. Each device that use the Web Platform must be properly licensed to use the Web Platform with one of the license types described herein.
Examples of non-human devices include, but are not limited to, virtual PCs, build servers, unattended PCs for batch jobs, or similar.
3.5.1 Verification. At Outcome Project, LLC’s written request, and no more than once every twelve (12) months, you will certify to Outcome Project, LLC that you are in compliance with this Agreement and the restrictions set forth on the Order Form.
3.5.2 Platform Usage. The use of the information provided by this platform in your institutional or personal documents, blogs, presentations or any other form of material that presents Outcome Project, LLC information is conditional to the adequate referencing of this platform as following: Outcome Name Report, Outcome Project, LLC, www.outcomeproject.com. Example: Diabetes Prevalence, USA 2013, Outcome Project, LLC, www.outcomeproject.com
Your use of the Web Platform is limited by the usage restrictions as are set forth on an Order Form and as set forth herein. Outcome Project, LLC and its suppliers reserve any and all rights, implied or otherwise, which are not expressly granted to you hereunder, and retain all rights, title and interest in and to the Web Platform. Except as otherwise expressly permitted herein or in an Order Form, you shall not and shall not permit any third party to: (a) copy (except for a reasonable number of archival copies), modify, adapt, transfer, distribute, resell, rent, lease, sublicense or loan the Web Platform or create or prepare derivative works based upon the Web Platform or any part thereof, (b) use the Web Platform in a service bureau, or application service provider environment, or in any commercial time share arrangement or otherwise use or make available the Web Platform or any party of the Web Platform for the benefit of any third party, or make the Web Platform or any part of the Web Platform publicly available for download or use via an internet website, (c) combine all or any part of the Web Platform with other Web Platform or use all or part the Web Platform to create a new product or application, (d) distribute any Web Platform or device incorporating all or part of the Web Platform, (e) use the Web Platform on any computer that you do not own or control, (g) use the Web Platform in contravention to any applicable laws or government regulations, or (f) decompile, disassemble or otherwise reverse engineer the Web Platform. You shall provide to Outcome Project, LLC with a detailed prior written notice of any such intention to reverse engineer the Web Platform and the right of first refusal to perform such work at rates equal to those proposed by a recognized third-party Web Platform services provider for such work. You shall take all reasonable precautions to prevent unauthorized or improper use or disclosure of the Web Platform.
The provision of source code, if included with the Web Platform, does not constitute transfer of any legal rights to such code, and resale or distribution of all or any portion of all source code and intellectual property is strictly prohibited hereunder. All Outcome Project, LLC. Web Platform and other files remain Outcome Project, LLC’s exclusive property. If source code or modifiable files are provided, regardless of any modifications that you make, you may not redistribute them unless Outcome Project, LLC has expressly designated these as re-distributable.
You may not export the Web Platform into any country prohibited by the United States Export Administration Act and the regulations thereunder. You acknowledge that the export of any Web Platform is subject to export or import control and you agree that any Web Platform or the direct or indirect product thereof will not be imported or exported (or re-exported from a country of installation) directly or indirectly, unless you obtain all necessary licenses from the U.S. Department of Commerce or other applicable agency or governmental body as required under applicable law. Without limiting the generality of the foregoing, you agree that the Web Platform is prohibited for export or re-export to Cuba, North Korea, Iran, Libya, Syria and Sudan or to any person or entity on the U.S. Department of Commerce Denied Person’s List or on the U.S. Department of Treasury’s lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers or Specially Designated Terrorists, as such is changed from time to time.
In the event that you breach this Agreement, Outcome Project, LLC may terminate your license, whereupon you must destroy all copies of the Web Platform, with all other rights and obligations of both parties and all other provisions of this Agreement surviving any such termination.
You acknowledge that the Web Platform may change and that future versions of the Web Platform may be incompatible with prior versions of the Web Platform. You acknowledge that Outcome Project, LLC may stop (permanently or temporarily) providing the Web Platform (or any features within the Web Platform) to in Outcome Project, LLC’s sole discretion, without prior notice, although Outcome Project, LLC will endeavor to provide you with at least twelve (12) months prior notice. This Agreement governs any Updates, Add-Ons, releases, revisions or enhancements to the Web Platform which Outcome Project, LLC may furnish to you.
If you use the Web Platform with applications developed by a third party or to access data, content or resources provided by a third party, you agree that Outcome Project, LLC is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that Outcome Project, LLC is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. You further acknowledge that the data, content, and resources presented to you and your Users through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf) and not Outcome Project, LLC. Your use of those resources may require rights beyond those granted by this Agreement and you acknowledge that any use of third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party.
During a Support Services Period, Outcome Project, LLC will provide you with Support Services, including Updates, to the extent such services are provided for in the applicable Order Form, all in accordance with Outcome Project, LLC’s Product Support Program as it exists from time to time as set forth at http://www.OutcomeProject.com/about/support-agreement/.
Support Services are provided to your designated representatives for the current release of the Web Platform. If and when reasonably requested by Outcome Project, LLC, you shall provide the necessary access to your systems and Web Platform for Outcome Project, LLC to perform the Support Services hereunder. Outcome Project, LLC may use technical information provided by you relating to the Web Platform as part of the Support Services, including for product support and development. If Outcome Project, LLC provides support for earlier versions of the Web Platform, such support will be treated, billed, and paid for, as professional services. Outcome Project, LLC makes no representation or warranty that all bugs will be fixed or all Web Platform will be updated. In addition, as part of the Support Services, Outcome Project, LLC may make available bug lists, planned feature lists, and other supplemental materials. Outcome Project, LLC makes no representations or warranties of any kind for these materials.
You shall pay Outcome Project, LLC the fees, charges and other amounts specified in an Order Form in accordance with the terms of such Order Form. To the extent such fees are required to be paid up front, you shall pay such fees in accordance with the instructions provided in such requirement. Outcome Project, LLC is expressly authorized by you to grant access to the Web Platform upon execution of the applicable Order Form and, to the extent applicable, to invoice any applicable fees, charges or other amounts upon delivery.. If your internal procedures require that an invoice be submitted against a purchase order before payment can be made, you shall be responsible for issuing such purchase order to Outcome Project, LLC in a timely fashion and your failure to do so will not extend or obviate its responsibilities to pay all fees and other charges in accordance with this Agreement. All fees and other charges are quoted in United States dollars. Overdue balances are subject to a service charge equal to the lesser of 1.5% per month or the maximum legal interest rate allowed by law. Other than as specifically provided herein, you will not be entitled to a refund of amounts paid for the license to use the Web Platform or services provided, or any other amounts for any reason. You shall be responsible for taxes levied on any transaction under this Agreement, including all federal, state, and local taxes, levies and assessments, excluding any tax based on Outcome Project, LLC’s income.
During the term of this Agreement, each party will regard any information provided to it by the other party and designated in writing as proprietary or confidential to be confidential (“Confidential Information”). Confidential information shall also include information which, to a reasonable person familiar with the disclosing party’s business and the industry in which it operates, is of a confidential or proprietary nature. A party will not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, nor make use of any of the other party’s Confidential Information except in its performance under this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. The parties expressly agree that the Web Platform and the terms and pricing of this Agreement are the Confidential Information of Outcome Project, LLC. You will not remove or destroy any proprietary markings or restrictive legends placed upon or contained in the Web Platform. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder, and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.
Information will not be deemed Confidential Information hereunder if such information: (i) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process or governmental regulation, provided that it gives the disclosing party reasonable prior written notice to permit the disclosing party to contest such disclosure, and such disclosure is otherwise limited to the required disclosure.
If the receiving party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 6, the disclosing party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
You acknowledge that the Web Platform may include license keys, password protection, anti-copying subroutines and other security measures designed to limit usage of the Web Platform to that which is licensed hereunder. Such measures shall not interfere with your normal and permitted operation of the Web Platform as licensed hereunder.
8.1 Except as expressly provided in this Agreement, Outcome Project, LLC and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Web Platform, including without limitation all enhancements, improvements, bug fixes, updates, upgrades, modifications and derivative works thereof, as an independent work and as an underlying work serving as a basis for any improvements, modifications, derivative works, and applications you may develop, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and international copyrights, are reserved by Outcome Project, LLC and its suppliers.
8.2 Users may, from time to time, make known to Outcome Project, LLC. suggestions, enhancement requests, techniques, know-how, comments, feedback or other input to Outcome Project, LLC with respect to the Web Platform (collectively, “Suggestions”). Unless otherwise agreed to in writing by the parties with respect to any Suggestion, Outcome Project, LLC shall have a royalty-free, worldwide, irrevocable, perpetual license to use, disclose, reproduce, license, distribute and exploit any Suggestion without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise, and may incorporate into its services any service, product, technology, enhancement, documentation or other development (“Improvement”) incorporating or derived from any Suggestion with no obligation to license or to make available the Improvement to you or any other person or entity.
9.1 Except with respect to the Trial Version and the Freeware or Free Version of the Web Platform for which Outcome Project, LLC provides no remedies or warranties. Outcome Project, LLC warrants that (a) for a period of thirty (30) days following the initial delivery of the Web Platform to you (the “Warranty Period”), the Web Platform will perform in conformity with its Documentation; and (b) any Support Services will be provided with reasonable skill and care conforming to generally accepted Web Platform industry standards.
9.2 You acknowledge that certain third party software incorporated within this Web Platform requires that Outcome Project, LLC provide copyright notices and/or additional terms and conditions to you, which copyright notices and additional terms and conditions may be accessed by you at http://www.OutcomeProject/about/ and are made a part of, and are incorporated by reference into this Agreement. Use, reproduction and distribution of those components of the Web Platform that are licensed under an open source Web Platform license are governed solely by the terms of that open source Web Platform license and not this Agreement.
9.3 EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY, THE Web Platform IS PROVIDED “AS IS” AND Outcome Project, LLC AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE , INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT.
Outcome Project, LLC DOES NOT WARRANT THAT THE Web Platform IS ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR WILL OPERATE WITHOUT INTERRUPTION. THE Web Platform IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. OUTCOME PROJECT, LLC SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
9.4 No oral or written information or advice given by Outcome Project, LLC, its Resellers, dealers, distributors, agents, representatives or employees shall create any warranty or in any way increase any warranty provided herein.
9.5 Your exclusive remedy for Outcome Project, LLC’s breach of 9.1(a) and 9.1(b) is that Outcome Project, LLC will, at its option and at no cost to you, (a) provide remedial services necessary to enable the Web Platform or Support Services to conform to the warranty, or (b) replace any defective Web Platform or media, or (c) refund amounts paid in respect of the defective Web Platform or Support Services. Outcome Project, LLC’s warranty obligations will only extend (i) to material errors that can be demonstrated to exist in an unmodified version of the Web Platform except where the modifications were carried out by Outcome Project, LLC or with its written approval and (ii) in respect of alleged breaches for which Outcome Project, LLC has received written notice within the Warranty Period, if applicable. You will provide Outcome Project, LLC with a reasonable opportunity to remedy any breach and reasonable assistance in remedying any defects.
9.6 If applicable law requires any warranties other than the foregoing, all such warranties are limited in duration to thirty (30) days from the date of delivery. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. The warranty provided herein gives you specific legal rights and you may also have other legal rights that vary from jurisdiction to jurisdiction. The limitations or exclusions of warranties, remedies or liability contained in this Agreement shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
10.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Outcome Project, LLC, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to (a) your and your users use of our Web Platforms, (b) any modifications you make to the Web Platform and any Web Platform applications or products you or your users develop using the Web Platform, including without limitation any claim that the modifications and/or your applications or products infringe any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you or your users with this Agreement.
10.2 Outcome Project, LLC agrees to defend, indemnify and hold you harmless from any and all third party claims asserted against you by a third party (“Third Party Claims”) alleging infringement by the Web Platform (excluding any open source Web Platform contained therein) of the third party’s intellectual property rights arising under United States law and Outcome Project, LLC shall pay all damages awarded by a court of competent jurisdiction or agreed to by Outcome Project, LLC in settlement with respect to such Third Party Claims. Outcome Project, LLC’s obligations hereunder are conditioned on you (i) providing Outcome Project, LLC with written notice promptly upon learning of any Third Party Claims; (ii) providing Outcome Project, LLC sole control over the defense and settlement of the Third Party Claim, provided Outcome Project, LLC may not settle the Third Party Claim in a manner adverse to you or which would impose liability on you without your prior written consent (which will not be unreasonably withheld or delayed); and (iii) providing Outcome Project, LLC with assistance in the defense and settlement of the Third Party Claim at Outcome Project, LLC’s expense. You may (at your own cost) engage your own counsel to participate in the defense and settlement of the Third Party Claim. Notwithstanding the foregoing, Outcome Project, LLC shall have no obligation with respect to Third Party Claims or demands arising from (i) an allegation that does not state with specificity that the Web Platform is the basis of the Third Party Claims; (ii) the use or combination of the Web Platform or any part thereof with Web Platform, hardware, or other materials not developed by Outcome Project, LLC if the Web Platform or use thereof would not infringe without such combination, (iii) modification of the Web Platform by a party other than Outcome Project, LLC or its authorized contractors, if the use of unmodified Web Platform would not constitute infringement. (iv) your products or applications, other than Third Party Claims related to the Web Platform for which Outcome Project, LLC is obligated to indemnify you under this Section 10.2. This Section 10.2 states Outcome Project, LLC’s sole liability and your exclusive remedy for claims of infringement or misappropriation of third party intellectual property rights.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Outcome Project, LLC NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF USE, LOSS OR CORRUPTION OF DATA, PROCUREMENT OF SUBSTITUTE GOODS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR
INABILITY TO USE, THE Web Platform AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF Outcome Project, LLC OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, Outcome Project, LLC’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER
WILL BE LIMITED TO THE AMOUNT PAID BY YOU OR RESELLER, IF ORDERED THROUGH A RESELLER, FOR THE Web Platform THAT CAUSED SUCH DAMAGE IN THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
The Limited Warranty and Limitation of Liability set forth above are fundamental elements of the basis of the agreement between Outcome Project, LLC and you. Outcome Project, LLC and its suppliers would not be able to provide the Web Platform on an economic basis without such limitations.
12.1 The term of this Agreement shall be the Subscription Term set forth in the applicable Order Form, subject to earlier termination as provided herein. Except as otherwise specified in the applicable Order Form, the Subscription Term and all Support Services shall automatically renew for a Subscription Term and Support Services Period equal to the applicable expiring period, unless one party gives the other notice of non-renewal at least 45 days before the end of the then-current applicable expiring period.
12.2 This Agreement or an individual license granted hereunder may be terminated (a) in the case of Outcome Project, LLC, if you fail to pay any amount due hereunder within ten (10) days after written demand by Outcome Project, LLC for payment thereof, (b) by either party if the other party is adjudicated as bankrupt, or if a petition in bankruptcy is filed against the other party and such petition is not discharged within sixty (60) days of such filing, (c) by mutual written agreement of the parties, or (d) by either party if the other party materially breaches this Agreement and fails to cure such breach to such party’s reasonable satisfaction within thirty (30) days following receipt of written notice thereof.
12.3 Upon any termination of this Agreement or a license granted hereunder, all applicable licenses are revoked and you shall immediately cease use of the applicable Web Platform and certify in writing to Outcome Project, LLC within thirty (30) days after termination that such Web Platform and all copies thereof have been destroyed, purged or returned to Outcome Project, LLC. Termination of this Agreement or a license granted hereunder shall not limit either party from pursuing any remedies available to it, including injunction relief, or relieve you of your obligation to pay all fees that have accrued, have been paid, or have become payable hereunder. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement (including, without limitation, the provisions of Sections 1, 6, 8, 9.3, 10, 11.3, 12 and 14) shall survive such termination.
This Section 13 applies to all acquisitions of the Web Platform by or for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the federal government. The Web Platform was developed at private expense as defined in Section 12.212 of the Federal Acquisition Regulation (48 CFR 12.212 (October 1995)) and Sections 227.7202-1 and 227.7202-3 of the Defense Federal Acquisition Regulation Supplement (48 CFR 227.7202-1, 227.7202-3 (June 1995)). Accordingly, any use, duplication or disclosure by the Government or any of its authorized users is subject to restrictions as set forth in this standard license agreement for the Web Platform. If for any reason, Sections 12.212, 227.7202-1 or 227.7202-3 are deemed not applicable, then the Government’s rights to use, duplicate or disclose the Web Platform are limited to “Restricted Rights” as defined in 48 CFR Section 52.227-19(c)(1) and (2) (June 1987), or DFARS 252.227-7014(a)(14) (June 1995), as applicable. If this Agreement fails to meet the government’s needs or is inconsistent in any respect with Federal law, the government agrees to return the Web Platform, unused, to Outcome Project, LLC at the address set forth above.
14.1 This Agreement shall be governed by the internal laws of the Commonwealth of Puerto Rico, U.S.A., without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in the Commonwealth of Puerto Rico or the federal courts in the Commonwealth of Puerto Rico to resolve any disputes arising under this Agreement. In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
14.2 If this Web Platform was acquired outside the United States, then you agree and assent to the adherence to all applicable international treaties regarding copyright and intellectual property rights which shall also apply. In addition, you agree that any local laws to the benefit and protection of Outcome Project, LLC’s ownership of, and interest in, its intellectual property and rights of recovery for damages thereto will also apply.
14.3 You agree to be identified as a customer of Outcome Project, LLC and agree that Outcome Project, LLC may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in Outcome Project, LLC’s marketing materials and web site. You hereby grant Outcome Project, LLC a license to use your name and any of your trade names and trademarks solely in connection with the rights granted to Outcome Project, LLC pursuant to this marketing section.
14.4 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, stock or business to which this Agreement relates. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
14.5 This Agreement, all documents referenced herein, and the Order Form(s) entered into by the parties contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Web Platforms licensed hereunder shall be of no effect and all such terms or conditions shall be null and void. You acknowledge and agree that your agreement hereunder is not contingent upon the delivery of any future functionality or features not specified herein or in an Order Form or dependent upon any oral or written, public or private comments made by Outcome Project, LLC with respect to future functionality or features for the Web Platform. In the event of any conflict between the provisions in this Agreement and any Order Form, the terms of such Order Form shall prevail. The failure or delay of Outcome Project, LLC to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach. No Reseller or Outcome Project, LLC dealer or agent is authorized to make any amendment to this Agreement.
This Agreement is a click-wrap agreement that will be made available on the website where the Web Platform will be available (the “Website”). Outcome Project, LLC may make changes to this Agreement from time to time without further notice. When these changes are made, Outcome Project, LLC will make a new version of the Agreement available on the Website. Continued use of the Web Platform by you and your Users after any such changes constitutes your acceptance of the new License Agreement. If you and your Users do not agree to abide by these or any future Agreement, do not use (or continue to use) the Web Platform.
14.7 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
14.8 A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
14.9 Outcome Project, LLC and other trademarks contained in the Web Platform are trademarks or registered trademarks of Outcome Project, LLC. in the United States and/or other countries. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Web Platform.
14.10 This Agreement may be executed in counterparts (including counterparts delivered by facsimile or other electronic means), which taken together shall form one legal instrument. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (i) references to the plural include the singular, the singular the plural, and the part the whole, (ii) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (iii) ”including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (iv) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to time. The parties agree that this Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and that ambiguities shall not be interpreted against the drafting party.
14.11 No other person or company shall be third party beneficiaries to this Agreement. Neither party shall be deemed to be an employee, agent or other legal representative of the other party for any purpose whatsoever, or have the right or authority to assume or otherwise create any obligation or responsibility, express or implied on behalf of the other party or to bind the other party in any manner whatsoever.
