END USER LICENSE AGREEMENT
G-Connector software (“the Software Product”) and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. XAPPEX LLC or its subsidiaries, affiliates, and suppliers (collectively “XAPPEX LLC”) own intellectual property rights in the Software Product. The licensee’s (“you” or “your”) license to use the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement (“Agreement”).
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY INSTALLING THE G-CONNECTOR ADD-IN TO YOUR GOOGLE DRIVE ENVIRONMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL THE SOFTWARE PRODUCT.
Restriction on Transfer
Without first obtaining the express written consent of XAPPEX LLC, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Limited Software Product Warranty
XAPPEX LLC warrants that when properly installed and used under normal conditions, the Software Product will perform substantially as advertised. In case of substantial flaws and omissions a patch will be provided to customers with an active subscription to address such flaws or omissions. During the period when your subscription is active you are eligible for free updates of the Software Product as soon as the new versions become available.
Disclaimer of Warranties and Limitation of Liability
DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TARALEX LLC D/B/A XAPPEX’S PROVIDES THE SOFTWARE “AS IS” AND MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR FREE PERFORMANCE, OR ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR USAGE OF TRADE.
LIMITATION OF LIABILITY. Except for a claim under Section 4 or in connection with a breach by either party of the intellectual property rights of the other party, in no event will either party, or their respective affiliates, employees or agents, XAPPEX LLC ’s suppliers, be liable for loss of profits, business, use or data, or for interruption of business, or any other indirect, incidental, consequential or punitive damages even if advised of the possibility of such damages, regardless of the form of action, notwithstanding the failure of essential purpose of any limited remedy. In no event will XAPPEX LLC’s aggregate, cumulative monetary liability for any damages arising from or related to this Agreement, whether in contract or in tort or under any other legal theory (including strict liability and negligence), exceed the license fees actually paid by Licensee to XAPPEX LLC for the applicable Software or the services fees actually paid by Licensee to XAPPEX LLC `s for the applicable services. Nothing in this Agreement shall operate so as to restrict or exclude any liability for death or personal injury caused by negligence of either party. The pricing set forth in the Schedules reflects this allocation of risk and the limitation of liability specified herein.
Any controversy or claim for damages arising out of or relating to these Terms and Conditions shall be settled through private arbitration in Clark County, Nevada, USA , and judgment may be entered in any court with jurisdiction. The arbitration panel shall consist of three persons, one selected by XAPPEX LLC, one selected by You, and a third selected by the two appointed arbitrators. The prevailing party in any legal action brought by one party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.
All disputes arising from the use of Xappex software are to be resolved in arbitration.
Governing Law, Jurisdiction and Costs
This Agreement is governed by the laws of the State of Nevada, without regard to XAPPEX LLC’s conflict of choice of law provisions.
Salesforce® is the registered trademark of Salesforce.com Inc.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.