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End User License Agreement – Microsoft Repository terms

Last Updated: April 2020

Download PROS End User License Agreement – Microsoft Repository terms 

 

This is an agreement between PROS, Inc. (“PROS”) and You (the “Agreement”). It applies to the PROS add-in or software application You download from a Microsoft application repository (“Software”). This Agreement also applies to any updates and supplements for the Software, unless other terms accompany those items. If so, those terms apply.

This Agreement is a legally binding agreement with PROS, and You represent and warrant that You are authorized to enter into this Agreement on behalf of the corporation, partnership or other legal entity (“You” or “Your”) You are employed by or otherwise represent.

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT INTEND TO ACCEPT THEM, YOU HAVE NO RIGHT TO (AND MUST NOT) DOWNLOAD OR USE THE SOFTWARE.

If you comply with these license terms, you have the rights below.

  1. LICENSE

1.1   Subscription to other PROS Applications. Your ability to download and use the Software is subject to, and conditional upon, You having separately purchased a subscription to another PROS application (the “PROS Application”), through a separate agreement with PROS, or a PROS affiliate (“Subscription Agreement”). The Parties confirm and acknowledge that this End User License Agreement shall not limit or amend any obligations, warranties or liabilities separately agreed by the Parties in their Subscription Agreement.

1.2. Scope of Use. The Software is licensed, not sold. Subject to Section 1.1, You will have the right to install the Software for use with the PROS Application.

1.3   Restrictions on Use of the Software. You may use the Software only as expressly permitted in this Agreement. In doing so, You must comply with any technical limitations in the Software that only allow you to use it in certain ways. You will not:

(A)  distribute, rent, sell, transfer, assign, loan or grant any rights in the Software or any portion thereof in any form to any other party;

(B)  use the Software in any manner that is not an internal use which expressly excludes any (i) use as an information technology resource for an unrelated third party, or (ii) illegal activity; or

(C)  disassemble, de-compile, reverse engineer, modify, make derivative works of, or otherwise change the Software, in whole or in part.

  1. Support

PROS will provide maintenance and support for the Software in accordance with the Support package You have purchased for the applicable PROS Application through Your Subscription Agreement. You will allow PROS access to the Software subject to Your security requirements or other standard procedures, during normal working hours for inspection, modifications and maintenance.

  1. WARRANTIES

The Software is provided by PROS to You on an “AS IS” basis. PROS hereby expressly disclaims, all warranties, express or implied, including without limitation, the warranties of merchantability, fitness for a particular purpose, satisfactory quality, quiet enjoyment, lack of errors and non-infringement related to the Software.

  1. LIMITATION OF LIABILITY

4.1.       Consequential Damages Excluded. IN NO EVENT WILL PROS BE LIABLE TO YOU WITH RESPECT TO THE PROVISION OR USE OF THE SOFTWARE OR PURSUANT TO THIS AGREEMENT UNDER ANY THEORY (INCLUDING CONTRACT AND TORT) FOR ANY INDIRECT, SPECIAL, INCIDENTIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING (BUT NOT LIMITED TO) DAMAGES FOR LOSS OF DATA, LOSS OF USE, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF BUSINESS, AND/OR HARDWARE MALFUNCTION, EVEN IF YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2.    Liability Limit. PROS’ LIABILITY TO YOU WILL BE LIMITED TO THE FEES PAID BY YOU FOR THE SOFTWARE, OR US$1,000, WHICHEVER IS HIGHER.

  1. PROPRIETARY INFORMATION

PROS retains all right, title, interest and intellectual property and proprietary rights in and to the Software and all copies and derivative works thereof (by whomever produced). You will not acquire any rights therein by implication, estoppel or otherwise. Without limiting such prohibition, You hereby assign and agree to assign to PROS all right, title and interest in and to any and all derivative works of the Software and any intellectual property or other materials created or generated, or any suggestions, enhancement requests, recommendations or other feedback provided by You, in connection with this Agreement.

  1. GOVERNING LAW/VENUE

This Agreement will be exclusively governed and construed in accordance with the laws of Texas without regard to the conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods (UNCISG) and the Uniform Computer Information Transactions Act (UCITA) are specifically disclaimed in their entirety.

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