Terms of Service.

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (“Agreement”) CAREFULLY BEFORE CLICKING AN “AGREE” OR SIMILAR BUTTON OR INSTALLING OR USING THE SOFTWARE. THIS AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND TRANSPIRE SYSTEMS, INC. THAT SETS FORTH THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SOFTWARE. BY CLICKING AN “AGREE” OR SIMILAR BUTTON OR BY INSTALLING AND/OR USING THE SOFTWARE, YOU AGREE TO ABIDE BY ALL OF THE TERMS AND CONDITIONS STATED OR REFERENCED HEREIN. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, DO NOT CLICK AN “AGREE” OR SIMILAR BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AND CONDITIONS AS PRESENTED TO YOU – ANY CHANGES, ADDITIONS OR DELETIONS BY YOU TO THESE TERMS AND CONDITIONS WILL NOT BE ACCEPTED BY TRANSPIRE AND WILL NOT BE PART OF THIS AGREEMENT.

YOUR RIGHTS UNDER THIS AGREEMENT ARE SUBJECT TO, AND CONTINGENT UPON, ADDITIONAL TERMS AND CONDITIONS THAT ARE SET FORTH IN A SEPARATE WRITTEN AGREEMENT, SUCH AS A LICENSING AGREEMENT (“Licensing Agreement”), WITH TRANSPIRE THAT MAY SUPPLEMENT OR SUPERSEDE ALL OR PORTIONS OF THIS AGREEMENT. ANY TERM USED HEREIN THAT IS NOT OTHERWISE DEFINED SHALL HAVE THE MEANING ASCRIBED TO IT IN THE APPLICABLE LICENSING AGREEMENT.

“Transpire” refers to Legistek Corporation, d/b/a Transpire, for and on behalf of itself and its subsidiaries and affiliates under common control. “You” and “Your” refer to the individual or entity that has agreed to use the Software in accordance with this Agreement. “Software” refers to the Transpire software application and any Software documentation provided by Transpire and licensed to You subject to the terms and conditions of this Agreement (“Documentation”).

LICENSE

Subject to the terms set forth in this Agreement, Transpire grants You a nonexclusive, nontransferable, non-sublicensable, revocable, limited right to use the Software, solely as an Authorized User under a current Licensing Agreement between Transpire and its Client, and solely for such Client’s internal business purposes, consistent with the Software’s intended purpose as described in the Documentation.

Your right to use the Software will cease upon the earlier of (i) the expiration, termination or suspension of the Licensing Agreement, or (ii) the expiration, termination or suspension of Your status as an authorized user of the Software. Transpire may audit Your use of the Software. You are not permitted to use the Software for any purpose other than in connection with Your authorized use of the Software. You agree to comply with any applicable third party terms of agreement when using the Software.

OWNERSHIP AND RESTRICTIONS

Transpire or its licensors retain all ownership and intellectual property rights in the Software and all copyrights, trade secrets, patents and other property rights related thereto. Transpire owns and uses certain service marks, trademarks, slogans, logos, symbols, graphs and distinctive trade dress in connection with the Software (the “Transpire Marks”), including, but not limited to: Transpire, Limine, and Transpire.

(a) No Modifications, No Reverse Engineering.   You shall not modify, port, adapt, or translate the Software.  You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software.

(b) No Unbundling. The Software may include various applications, utilities and components, may support multiple platforms and languages or may be provided to you on multiple media or in multiple copies.  Nonetheless, the Software is designed and provided to you as a single product to be used as a single product on computers and platforms as permitted herein. You are not required to use all component parts of the Software, but You shall not unbundle or repackage the Software for distribution, transfer, disposition or any other purposes.

(c) No Transfer. You shall not: (i) sublicense, assign or transfer the Software, or your rights to use the Software, to any third party, or (ii) authorize any portion of the Software to be copied or accessed by another individual or entity.

(d) Prohibited Uses. Except as explicitly authorized in the Licensing Agreement, you are prohibited from: (i) using the Software on behalf of third parties; (ii) renting, leasing, lending, or granting other rights in the Software including rights on a membership or subscription basis; or (iii) providing use of the Software in a computer service business, third party outsourcing facility or service, service bureau arrangement, time sharing basis, or as part of a hosted service.

(e) Export Rules. You agree that the Software will not be shipped, transferred or exported into any county or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions, or regulations (Collectively “Export Laws”).  In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including Iran, Syria, Sudan, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving or using the Software.  All rights to install or use the Software are granted on condition that such rights are immediately forfeited if you fail to comply with the terms of this Agreement or the Licensing Agreement.

TECHNICAL SUPPORT

You acknowledge that Transpire does not have any obligation under this Agreement to furnish technical support or updates for the Software.

RELATIONSHIP BETWEEN THE PARTIES

The relationship between You and Transpire is that of licensee/licensor.

ACCESS RESTRICTIONS

Transpire may control access to the Software consistent with the following: (i) by authenticating unique user names and passwords assigned by Transpire to you; (ii) by recognizing and validating your IP address is within an authorized range; or (iii) by any other means that Transpire may implement.  You shall not, except as is strictly necessary, disclose your assigned user name or password to any other person or entity. You shall not otherwise circumvent or attempt to circumvent any access restrictions or controls through hacking or any other means. You shall notify Transpire immediately of any known or suspected unauthorized or improper use of the Software via email, said email to be sent to the following: limine@Transpire.com.  Notwithstanding anything herein to the contrary, you shall be solely liable for all acts, whether acts of omission or commission, and any liability flowing therefrom, related to the use of your user name and password.

PRIVACY STATEMENT

Transpire shall conform to its Privacy Statement which is posted at www.Transpire.com/privacy, as amended, with respect to your data and information and of your employer and clients that you transmit or submit to Transpire ("User Information"). Subject to the Privacy Statement and terms expressly between Transpire and your employer, if applicable, you hereby expressly consent to the collection, use, reproduction, hosting, transmission and disclosure of any User Information by Transpire and its affiliates, and their employees and contractors, as Transpire deems reasonably necessary or expedient for the purpose of providing services via Transpire.  Subject to the Privacy Statement, you hereby consent to receive email from Transpire.

LINKS TO THIRD PARTY SITES

You may link to third party sites through the use of the Software. The third party sites are not under the control of Transpire, and Transpire is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. Transpire is not responsible for webcasting or any other form of transmission received from any third party sites. Transpire is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by Transpire of the third party site.

LIABILITY DISCLAIMER

THE INFORMATION ACCESSIBLE BY YOU THROUGH THIS SOFTWARE (INCLUDING ANY INFORMATION LINKED FROM THIS SOFTWARE) IS FOR INFORMATIONAL PURPOSES ONLY THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SOFTWARE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. TRANSPIRE AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE SOFTWARE AT ANY TIME. ADVICE RECEIVED VIA THE SOFTWARE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

TRANSPIRE AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED IN THE SOFTWARE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TRANSPIRE AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TRANSPIRE AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SOFTWARE, WITH THE DELAY OR INABILITY TO USE THE SOFTWARE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SOFTWARE, OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TRANSPIRE OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SOFTWARE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE.

TERMINATION/ACCESS RESTRICTION

TRANSPIRE reserves the right, in its sole discretion, to terminate this Agreement for any reason or no reason, at any time, with or without notice to you, and without liability.

U.S. Government Restricted Rights

The Software and Documentation are “Commercial Item(s),” as that term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable.  Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

GENERAL

If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Any terms of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement is governed by and construed in accordance with the substantive and procedural laws of the United States and the State of Delaware, except that body of Delaware law concerning conflicts of law. You and TRANSPIRE agree that any dispute arising from this Agreement, the Software or your use of the Software shall be mandatory, final and binding arbitration in New York City, New York before the American Arbitration Association in accordance with its rules applicable to commercial disputes; PROVIDED, TRANSPIRE may, notwithstanding anything herein to the contrary, seek interim relief in any court of competent jurisdiction to protect its confidential information and intellectual property rights without the obligation of posting requirement to post a bond or security.  Accordingly, you expressly and irrevocably waive any right to the following in any arbitration, lawsuit or other proceeding: (i) a trial by jury in a court of general jurisdiction; (ii) any right to participate in a class action or consolidated action; (iii) to pursue a dispute by joining a claim with the claim of any other person or entity; or (iv) to assert a claim in a representative capacity on behalf of anyone else.  Any arbitration award rendered pursuant to this provision shall be enforceable worldwide. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.