A.   SOFTWARE PRODUCTS - The Software consists of object code for applications programs, control language procedures, and user documentation. The Software also consists of object code for programs and control language procedures, which make up technical documentation. Software may also contain third-party Software (“THIRD-PARTY SOFTWARE”) which includes application(s) owned or distributed by third parties, in machine code form and any accompanying documentation.

B.   USE - OnRelay hereby grants and the Licensee accepts a non-exclusive, non-transferable, limited and personal license to use all Software and associated written and electronic documentation and data furnished by OnRelay, solely in accordance with this Agreement and the applicable written and electronic documentation.

  1. This license is granted for use by Licensee and is not to be distributed, duplicated or used by others without the written permission of OnRelay.
  2. Licensee may reproduce copies of the Documentation to be used solely for Licensee’s internal purposes in accordance with this Agreement.
  3. The Licensee must not take any steps to modify the Software, or reverse assemble, reverse compile (except as permitted by applicable law) or otherwise derive a source code version of the Software.  The Software is and will remain the sole and exclusive property of OnRelay.
  4. Licensee will not alter, remove, modify or suppress any proprietary notices placed on or contained within the Software.  Licensee also will ensure that all such proprietary notices and confidentiality legends appear on all copies of the Software.
  5. OnRelay reserves all other rights not expressly granted to Licensee hereunder.
  6. The license does not provide Licensee with any rights to use or resell the software for commercial purposes.

C.   LIMITED WARRANTY –

  1. OnRelay represents and warrants that it has the right to provide the Software.
  2. OnRelay warrants that to their knowledge, neither the Software nor the Third-Party Software infringes the intellectual property rights of any third-party and will defend and hold Licensee harmless against any such claims (including but not limited to the payment of all costs and expenses incurred by Licensee in relation to any such third-party claims).
  3. Subject to the forgoing, OnRelay makes no warranties, whether written or oral, express or implied, and specifically disclaim any warranty of merchantability or fitness for a particular purpose.

D.   INTELLECTUAL PROPERTY - Licensee acknowledges OnRelay owns or has the right to distribute the Software and Third-Party Software. Licensee recognizes that the Software is unpublished and has substantial monetary value. OnRelay and/or its licensors retain ownership of all rights, title, intellectual property, trade secrets, copyrights and interest pertaining to the Software. Any enhancements made to the Software on behalf of Licensee by OnRelay will be proprietary to OnRelay.

OnRelay is desirous of maintaining rigorous control over the Software. Licensee, therefore, agrees that it will exercise due care to prevent disclosure of the Software, including but not limited to:

  1. Licensee shall insure that any identification labels or legal notices contained in any aspect of the Software are not modified, suppressed or in any other way made inconspicuous;
  2. Licensee shall restrict access to the Software to only those employees of Licensee who must perform their specific obligations pursuant to Licensee's business. Licensee shall take all precautions to insure that unnecessary and unauthorized access to the Software by its employees does not occur;
  3. Licensee agrees that it will take all precautions to insure that non-Licensee personnel, including non-employee agents of Licensee, do not obtain possession of the Software without first obtaining the express written consent of OnRelay.
  4. Licensee shall treat the Software as a TRADE SECRET, PROPRIETARY, and/or CONFIDENTIAL and belonging solely to OnRelay and shall not, without the prior written permission of OnRelay, copy or duplicate any physical embodiments of the Software.
  5. Licensee agrees that it will not translate, reverse engineer, disassemble, decompile or create derivative works of the Software;
  6. Licensee agrees that it will notify OnRelay immediately of any unauthorized possession, use or knowledge of the Software. Licensee shall promptly furnish OnRelay with full details of such possession, use or knowledge.
  7. Licensee agrees not to demonstrate the Software, or operation thereof, or reveal any of OnRelay’s Trade Secrets and Confidential Information to any known competitor of OnRelay without the prior written consent of OnRelay.

E.    ASSIGNMENT - The Agreement and the rights granted hereunder cannot be assigned or otherwise transferred by Licensee without the prior written consent of OnRelay. OnRelay may assign its rights or delegate its duties hereunder without the consent of Licensee.

F.    LIMITATION OF LIABILITY – Under no other circumstances shall OnRelay or any supplier of OnRelay have any liability to Licensee or any third party for any consequential, exemplary, incidental, indirect, or special damages or costs (including attorneys’ fees) or loss of goodwill, loss of profits or savings resulting from any claim (including any cause of action in contract, tort, negligence, strict liability, or products liability) regarding this Agreement or resulting from or in connection with the use of or inability to use, or performance or non-performance of, the Software, the Third-Party Software, or any other goods or services provided by OnRelay or its suppliers hereunder, or any component thereof, even if OnRelay or such suppliers have been advised of the possibility of such damages or costs.

Under no other circumstances will OnRelay indemnify you or be liable for any:

  1. Use of the Software in other than its specified operating environment;
  2. Unauthorized combination, operation or use of the Software with any other program, product, data or apparatus;
  3. Loss of, or damage to, any records or data;
  4.  Loss of profits, business contracts, anticipated savings, goodwill, or revenue;
  5.  Loss or corruption or destruction of data;
  6. Special, indirect or consequential loss or damage whatsoever; and/or
  7. Loss arising from the transmission of viruses whether or not that party was advised in advance of the possibility of such loss or damage.

OnRelay shall have no liability for any damages whatsoever relating to any products, goods or services not provided by OnRelay.

G.     GENERAL -

No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has arisen, or, in the area of non-payment, more than one year from the date of the last payment.

In the event that any of the provisions contained herein shall be held to be unenforceable under governing law, such unenforceability shall not affect any other provision of this Agreement, but this Agreement shall then be construed as if such unenforceable provision(s) had not been contained herein.