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Copy file name to clipboardexpand all lines: Outrun-Labs-EULA-v1.1.md
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@@ -50,7 +50,7 @@ Notwithstanding that clause 1.1 defines "Software" as an object code version and
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__3.1__ Licensee shall be licensed to use the source code or elements of the source code ("Source Code") as Software on the terms of this EULA and (a) Licensee may use the Source Code at its own risk in any reasonable way for the limited purpose of enhancing its use of the Software solely for its own internal business purposes and in all respects in accordance with this EULA; (b) Licensee shall in respect of the Source Code comply strictly with all other restrictions applying to its use of the Software under this EULA.
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__3.2__ To the extent that the Software links to any open source software libraries ("Third-Party Software") that are provided to Licensee with the software, nothing in the EULA shall affect Licensee's rights under the licenses on which the relevant Third Party licensor has licensed the OSS Libraries. To the extent that Third Party Licensors have licensed Third-Party Software on the terms of v2.1 of the Lesser General Public License issued by the Free Software Foundation (see http://www.gnu.org/licenses/lgpl-2.1.html) (the "LGPL"), those OSS Libraries are licensed to Licensee on the terms of the LGPL and are referred to in this caluse 2.2 as the LGPL Libraries.
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__3.2__ To the extent that the Software links to any open source software libraries ("Third-Party Software") that are provided to Licensee with the software, nothing in the EULA shall affect Licensee's rights under the licenses on which the relevant Third Party licensor has licensed the OSS Libraries. To the extent that Third Party Licensors have licensed Third-Party Software on the terms of v2.1 of the Lesser General Public License issued by the Free Software Foundation (see http://www.gnu.org/licenses/lgpl-2.1.html) (the "LGPL"), those OSS Libraries are licensed to Licensee on the terms of the LGPL and are referred to in this clause 2.2 as the LGPL Libraries.
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__3.3__ Notwithstanding any other term of the EULA, Outrun Labs gives no express or implied warranty, undertaking or indemnity whatsoever in respect of the Source Code, the Third-Party Software, all of which are licensed on an "as is" basis, or in respect of any modification of the Source Code, Licensee may not use the Software for any purpose other than its use of the Software in accordance with this EULA. Notwithstanding any other term of the Agreement, Outrun Labs shall have no obligation to provide support, maintenance, upgrades or updates of or in respect of any of the Source Code or Third-Party Libraries. Licensee shall indemnify Outrun Labs against all liabilities and expenses (including reasonable legal costs) incurred by Outrun Labs in relation to any claim asserting that any modification infringes the intellectual property rights of any third party.
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__5.1__ Licensee acknowledges that the rights granted to Licensee under this EULA are conditional on Licensee's timely payment of the license fee payable to Outrun Labs in connection with the Agreement.
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__5.2__ Licensee will be charged and agrees to pay Outrun Labs: (a) the License Fee as notified by Outrun Labs at the time of the initial purchase of the License; and (b) in respect of any Subscription Autorenewal Period for a Subscription License, the License Fee as notified by Outrun Labs on or about the applicable Renewal Date; in each case toegether with any/all applicable taxes or other duties or levies.
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__5.2__ Licensee will be charged and agrees to pay Outrun Labs: (a) the License Fee as notified by Outrun Labs at the time of the initial purchase of the License; and (b) in respect of any Subscription Autorenewal Period for a Subscription License, the License Fee as notified by Outrun Labs on or about the applicable Renewal Date; in each case together with any/all applicable taxes or other duties or levies.
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__5.3__ In the cases of Non-Commercial License, for the avoidance of doubt, the fact that no License Fee may be payable shall not be construed as a waiver by Outrun Labs of any right or remedy avaiable to it in relation to any breach by Licensee of this EULA or the Agreement, or of any other right or remedy arising under applicable law, all of which are expressly reserved.
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__5.3__ In the cases of Non-Commercial License, for the avoidance of doubt, the fact that no License Fee may be payable shall not be construed as a waiver by Outrun Labs of any right or remedy available to it in relation to any breach by Licensee of this EULA or the Agreement, or of any other right or remedy arising under applicable law, all of which are expressly reserved.
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## 6. Subscription Licenses and Auto-Renewal
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__6.1__ If Licensee has purchased a Subscription License, the License shall be limited to the Initial Subscription Period and any/all Auto-Renewal Periods after which it shall automatically expire.
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__6.2__ The Subscription License shall begin as soon as Outrun Labs accepts Licensee's order by issuing Licensee with a license key (the "Subscription Start Date") and shall continue for an initial period of one (1) month (the "Initial Subscription Period") unless earlier terminated in accordance the terms of this EULA.
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__6.3__ Unless Licensee opts out of auto-renewal in accordance with clause 6.5 then upon the first monthly anniversay of the Subscription Start Date and each subsequent anniversary (each a "Subscription Renewal Date"), Licensee's Subscription Licence shall renew automatically for a further one (1) month (each an "Auto-renewal Period"). Licensee's Subscription License will continue to renew in this manner until Licensee opts out of auto-renewal or unless earlier terminated in accordance with the terms of this EULA.
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__6.3__ Unless Licensee opts out of auto-renewal in accordance with clause 6.5 then upon the first monthly anniversary of the Subscription Start Date and each subsequent anniversary (each a "Subscription Renewal Date"), Licensee's Subscription Licence shall renew automatically for a further one (1) month (each an "Auto-renewal Period"). Licensee's Subscription License will continue to renew in this manner until Licensee opts out of auto-renewal or unless earlier terminated in accordance with the terms of this EULA.
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__6.4.__ No maintenance and support services are included with the License Fee.
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__10.2 Governing Law and Choice of Forum__
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This Agreement shall be governed by and interpreted in accordance with the laws of the United States' State of Washington, without regard to the conflicts of law rules thereof, to the extent such rules would result in the application of another jurisdiction's laws. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Washington. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jursidiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of each of which is expressly excluded.
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This Agreement shall be governed by and interpreted in accordance with the laws of the United States' State of Washington, without regard to the conflicts of law rules thereof, to the extent such rules would result in the application of another jurisdiction's laws. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Washington. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, the application of each of which is expressly excluded.
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__10.3 Severability__
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If any term or provision of this Agreement is declared void or unenforcable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Aggreement.
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If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation. To the extent possible the provision will be interpreted and enforced to the greatest extent legally permissible in order to effectuate the original intent, and if no such interpretation or enforcement is legally permissible, shall be deemed severed from the Agreement.
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