1. GRANT OF LICENSE. AMC Bridge grants to you a royalty-free, nonexclusive license to use and copy the Software in accordance with this Agreement for your own internal business purposes.
2. OWNERSHIP OF THE SOFTWARE/ RESTRICTIONS ON COPYING/ OTHER RESTRICTIONS. AMC Bridge or its licensors own and will retain all copyright, trade secret and other proprietary rights in and to the Software. THE SOFTWARE AND ANY DOCUMENTATION ARE PROTECTED BY COPYRIGHT LAWS AND OTHER INTELLECTUAL PROPERTY LAWS. You may not remove from the Software any copyright or other proprietary rights notice or any disclaimer, and you shall reproduce on all copies of the Software made in accordance with this Agreement, all such notices and disclaimers and these license terms. You may not transfer, sell, license, sublicense, lease or rent the Software or the license granted by this Agreement. You may not modify or make works derivative of the Software and you may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software. You are responsible for the supervision, management and control of the use of the Software, and output of the Software, including, but not limited to selection of the Software to achieve your intended results and for establishing adequate backup to prevent the loss of data in the event of a malfunction of the Software.
3. TERM. The license granted herein will continue until the license is terminated. AMC Bridge may terminate the license granted herein immediately upon written notice to you if you breach any provision of this Agreement. Upon the termination of the license for any such reason, you will destroy all copies of the Software covered by the license. The provisions of Articles 2, 3, 4, 7 and 8 of this Agreement shall survive any termination of this Agreement.
4. "AS-IS" WARRANTY & DISCLAIMERS
a. "AS-IS" Warranty. AMC Bridge provides the Software to you AS IS and without a warranty of any kind. AMC Bridge does not warrant that the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.
b. Limitations on Warranties. The express warranty set forth in this Article 4 is the only warranty given by AMC Bridge with respect to the Software furnished hereunder; AMC Bridge and its licensors make no other warranties, express, implied or arising by custom or trade usage, and specifically disclaim the warranties of merchantability and fitness for a particular purpose.
c. Limitations on Liability. The Software has been provided to you at no charge. In no event shall AMC Bridge or its licensors be liable for special, indirect, incidental or consequential damages (including without limitation damages resulting from loss of use, loss of data, loss of profits or loss of business) arising out of or in connection with the use of or inability to use the Software furnished hereunder, even if AMC Bridge or its licensors have been advised of the possibility of such damages.
5. U.S. Government Restricted Rights. Use, duplication or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-19 (Commercial Computer Software - Restricted Rights), DFARS 252.227-7013(c)(1)(ii)(Rights in Technical Data and Computer Software) and in this Agreement, as applicable. Contractor/Manufacturer: AMC Bridge LLC, 10 Lake Shore Drive S., Randolph, New Jersey 07869 USA.
6. European Software Directive. If the provisions of the Council of European Communities Directive of May 14, 1991 on the Legal Protection of Computer Programs as implemented in applicable national legislation (the "Software Directive") apply to your use of the Software, and you wish to obtain the information necessary to achieve interoperability of an independently created computer program with the Software as permitted under Article 6 of the Software Directive ("Interoperability Information"), you must notify AMC Bridge in writing, specifying the nature of the Interoperability Information you need and the purpose for which it will be used. If AMC Bridge reasonably determines that you are entitled to such Interoperability Information under the Software Directive, AMC Bridge shall, at its option, either (i) provide such Interoperability Information to you, or (ii) allow you to reverse engineer the Software, within the limits and for the purposes prescribed by the Software Directive, solely to the extent indispensable to obtain such Interoperability Information. If AMC Bridge elects clause (i), you will provide any information and assistance reasonably requested by AMC Bridge to enable AMC Bridge to perform clause (i), and AMC Bridge may charge you a reasonable fee for making available the requested Interoperability Information, unless such a fee is prohibited under the Software Directive.
7. Export Control Restrictions. The Software is subject to the export control laws of the United States, which prohibit the export of the Software to certain persons and to persons in certain countries. By installing or using the Software, you are certifying that you are not a national of any country to which the United States embargoes goods and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals. You agree not to export or re-export the Software or the Documentation without the appropriate United States or foreign government licenses and the written approval of AMC Bridge and its licensors.
8. General Provisions. The terms of this Agreement shall be governed by and construed and enforced in accordance with the substantive laws of The State of New Jersey and will be deemed a contract under seal. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible and the remainder of this Agreement shall remain in full force and effect. You further agree that this Agreement is the complete and exclusive statement of your agreement with AMC Bridge relating to the Software and supersedes any other agreement, oral or written, or any other communications between you and AMC Bridge relating to the Software.
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