Download Agreement
NOTICE SPECIFIC TO SOFTWARE DOWNLOADS AVAILABLE ON THIS WEB SITE ACCESSIBLE TO ("you"):
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING ANY SOFTWARE PRODUCT(S) OVER THE WEB. BY DOWNLOADING ANY SOFTWARE PRODUCT, YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS DOWNLOAD AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS DOWNLOAD AGREEMENT, YOU MAY NOT DOWNLOAD ANY SOFTWARE PRODUCT OFF OF, OR FROM, THIS WEB SITE. IRIS MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT AT THIS WEB SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED USE AND/OR DOWNLOADING OF SOFTWARE AVAILABLE TO YOU HEREUNDER SHALL INDICATE YOUR ACCEPTANCE OF THE MODIFIED AGREEMENT.
NO SOFTWARE PRODUCT MAY BE DOWNLOADED FROM THE WEB OR OTHERWISE EXPORTED OR RE-EXPORTED INTO (OR TO A NATIONAL OR RESIDENT OF) ANY COUNTRY TO WHICH THE US HAS EMBARGOED GOODS. BY USING ANY SOFTWARE PRODUCT DOWNLOADED FROM THIS WEB SITE, YOU REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER THE CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY SUCH COUNTRY. ANY SOFTWARE PRODUCT WHICH CONTAINS CRYPTOGRAPHIC FUNCTIONS IS FURTHER SUBJECT TO SPECIAL EXPORT LICENSING REQUIREMENTS BY THE U.S. DEPARTMENT OF COMMERCE.
As used herein "IRIS" means Iris Associates, Inc., its parent Lotus Development Corporation, International Business Machines Corp., and their subsidiaries.
Any software that is made available to download from this web site ("Software") is the copyrighted work of IRIS (its affiliated companies and/or its suppliers) or is the copyrighted work of the third party posting the Software at this web site. This Software Download Agreement does not grant you a license to use the Software. Any and all use of the Software is governed exclusively by the terms of the Software License Agreement which accompanies the Software or is otherwise provided to you online, electronically (via this web site) prior to downloading the applicable Software (singularly and collectively referred to as "SLA"). The Software is made available for downloading solely for internal, non-commercial, use by you in accordance with the terms and conditions of the SLA. In the event that you do not agree with the terms of the SLA, then: (i) for Software with an SLA embedded in the Software, you must immediately delete all copies (whole and partial) of the Software from your computer system and back-up system(s); and (ii) for Software with its SLA provided to you on-line electronically (via this web site), refrain from downloading the Software and immediately return to the Notes.net home page.
Any use, reproduction, or distribution of the Software not in accordance with the SLA is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. You agree to indemnify, defend and hold IRIS (its affiliates companies and suppliers) harmless from any demand, claim, or loss arising out of your material breach of this Download Agreement.
1. Validity of Electronic Communications. All electronic communications made by you using certain numbers, codes, marks, signs, public keys or other means of establishing your identity which are acceptable to IRIS will be deemed to be valid and authentic. You intend and agree that those electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering which has not been authorized by you.
2. No Third Party Liability/Limitation of Liability. IRIS (its affiliated companies and/or suppliers) shall not be liable for the loss of data, information, transaction or other losses which may be due to the failure of your computer system or third party communications provider on which you may rely. IRIS makes no representations as to the existence or nonexistence of any software virus, defect or the like, or errors arising from transmission(s) which may occur from the downloading of the Software off of the web site over third party telecommunications lines. IN NO EVENT SHALL IRIS, ITS AFFILIATED COMPANIES AND/OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, RESULTING FROM LOSS OF OR USE OF DATA, OR PROFITS, REGARDLESS OF THE CLAIM OR FORM OF CLAIM, WHETHER IN CONTRACTS, TORTS OR NEGLIGENCE, ARISING OUT OF OR IN CONNECTION WITH THE DOWNLOADING OF THE SOFTWARE, POSSESSION, USE OR PERFORMANCE OF THE SOFTWARE, DOCUMENTATION, INFORMATION RECEIVED FROM THIS WEB SITE, OR THE PROVISION OF, OR OMISSION OF SERVICES OR INFORMATION AVAILABLE FROM IRIS PURSUANT TO THIS DOWNLOAD AGREEMENT AND THIS WEB SITE. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
3. Changes/Interruptions in Service. IRIS may, on a regular basis, perform maintenance on its equipment and system which may result in interrupted service. IRIS will attempt to provide prior notice of such interruption and changes but cannot guarantee that such notice will be provided. In no event shall IRIS be liable to you or any third party due to Lotus' performance of maintenance and related services, or omission thereof.
4. No Warranties. The Software is provided "AS IS". The Software is warranted, if at all, only in accordance with the terms and conditions of the SLA. EXCEPT AS EXPRESSLY WARRANTED IN THE SLA, IRIS (ITS AFFILIATES COMPANIES AND SUPPLIERS) MAKES NO WARRANTY, REPRESENTATION, PROMISE OR GUARANTEE, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, OR RELATED TECHNICAL SUPPORT, AND IRIS EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, OF ANY NATURE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
5. Security. In order to maintain secure communications and reduce fraud, you agree to protect the security of your numbers, codes, marks, signs, public keys or other means of identification. IRIS shall not be liable for any of your losses or damage which results from your failure to secure your means of identification.
6. Governing Law. This Agreement is entered into in the Commonwealth of Massachusetts and governed by the laws of Massachusetts, without regard to its conflicts of laws rules. Any action at law, suit in equity, or other jurisdictional proceeding for the enforcement of this Agreement or any provision thereof shall be instituted exclusively in a federal or state court of competent jurisdiction sitting in Massachusetts.
7. Termination; Entire Agreement. Violation of this Agreement may result in the immediate termination of your rights to download Software from this web site. In addition, this Agreement and your right to download Software from this web site may be terminated at any time for any reason without notice by IRIS. If any provision of this Agreement is unenforceable at law, the rest of the provisions shall remain in effect. No amendment or modification to this Agreement shall be effective unless expressly agreed to, in writing by IRIS. This Agreement may not be assigned by you without the express, prior written consent of IRIS. This Agreement is the complete and exclusive agreement regarding your on-line Software download and replaces any prior oral or written communications between you and IRIS.
The original of this Agreement is written in English. You hereby waive any claim or right to have this Agreement translated into any language other than English. Furthermore, you hereby waive any claim or right to have this Agreement interpreted under any local law, ordinance, directive, or act, other than under the laws of the Commonwealth of Massachusetts. Your ability to download Software shall terminate immediately in the event that any applicable law or regulation is enacted which invalidates any provision of this Agreement, or which prohibits or restricts on-line commerce or Software access such as contemplated hereunder.
I have read and understand this Software Download Agreement and I hereby expressly agree with, accept, and consent to, the terms and conditions of this Software Download Agreement. Furthermore, I hereby waive any claim or right that I may have to assert that my electronic acceptance herewith is not the equivalent of, or deemed as, a valid signature to this Software Download Agreement. |