Datawatch eLearning Community License
User shall mean the individually named user who is licensed to access the Datawatch eLearning Community website (the “Community”). Unless otherwise stated, another User may not be substituted for an original identified User, without prior written approval from Datawatch.
1. License Grant.
Subject to the terms and conditions contained in this License Agreement, including all purchase orders (collectively, this “Agreement”) and payment of applicable fees as further set forth in a purchase order submitted by User and accepted by Datawatch, Datawatch grants to the User a non-exclusive, non-transferable single user license to access the Community and use the training and learning materials purchased (the “Learning Materials”) for a sixty day period from the date of purchase (the “Subscription Term”) .
2. Scope of License.
2.1 Each User who accesses the Community will receive a password and user name. Users may not share their passwords and user names. The Learning Materials may not be transferred to or accessed or used by other persons whether or not in the same organization. Simultaneous use of the Learning Materials by individuals is not permitted.
2.2 During the Subscription Term, each User shall have unlimited access to Learning Materials that have been purchased. Datawatch may, at its sole discretion, update or change the Learning Materials available on the Community.
2.3 The Learning Materials may not be transferred, sold, assigned, leased, rented, licensed, sublicensed, or otherwise conveyed, in whole or part, by User to another party without Datawatch's prior written consent. This Agreement automatically terminates if User transfers possession of the Learning Materials or a copy thereof to another party. User shall have no right to use the Learning Materials to provide time sharing services or operate a service bureau for others.
3. Datawatch Rights.
3.1 The Learning Materials are proprietary materials of Datawatch, or its licensors (if any), and are protected by copyright law. By virtue of this Agreement, User acquires only the non-exclusive right to use the Learning Materials and does not acquire any rights of ownership in the Learning Materials. Datawatch, or its licensors (if any), shall at all times retain all right, title, and interest in the Learning Materials. User acquires no rights of any kind in or to any trade name, logo, or trademark of Datawatch, or its licensors, or any designation under which the Learning Materials are marketed and shall not make use of the same for any reason, except as expressly authorized by this Agreement or otherwise authorized in writing by Datawatch.
4. Non-Disclosure; Copies; Alterations.
4.1 User acknowledges that the Learning Materials are the valuable proprietary and trade secret information of Datawatch or its licensors (if any). User shall (i) limit use and disclosure of the Learning Materials to a single employee or consultant who agrees to be bound by the terms of this Agreement; (ii) not provide or disclose any of the Learning Materials to another party; and (iii) maintain the confidentiality of the Learning Materials. User agrees not to cause or permit the reverse engineering, modification, decryption, extraction, or copying of the Learning Materials, except as required by applicable local law under penalty of license termination but not exclusive of any other remedies. User may not copy nor allow others to copy the Learning Materials, or any portion thereof, for any other purpose.
5. Exclusion of Warranty.
5.1 THE LEARNING MATERIALS ARE PROVIDED ON AN “AS IS” BASIS, AND DATAWATCH MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LEARNING MATERIALS, EXPRESS OR IMPLIED, IN FACT OR IN LAW. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATAWATCH DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. For example, Datawatch does not warrant that errors cannot arise during the use of the Learning Materials. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, AND DO NOT ALLOW A LIMITATION ON HOW LONG ANY IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY. No Datawatch employee, supplier, or agent is authorized to make any modification or addition to this warranty.
6. Limitation of Liability.
6.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY OF DATAWATCH OR ITS LICENSOR, IF ANY, FOR DAMAGES RELATING TO ANY LEARNING MATERIALS SHALL BE LIMITED TO THE ACTUAL AMOUNTS PAID BY USER FOR SUCH LEARNING MATERIALS. IN NO EVENT SHALL DATAWATCH, OR ITS LICENSORS, BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, ANY COMMERCIAL DAMAGES OR LOSSES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OR INABILITY TO USE THE LEARNING MATERIALS, EVEN IF DATAWATCH OR ITS LICENSORS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY.
7. Export Regulations.
7.1 The Learning Materials, including technical data, are subject to U.S. export control laws, including, without limitation, the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. User shall not directly or indirectly export or re-export the Learning Materials, or the direct Learning Materials thereof, without first obtaining Datawatch's written approval. User agrees to comply strictly with all regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Learning Materials
8. U.S. Government Restricted Rights.
8.1 The Learning Materials are a “commercial item” as that term is defined in 48 C.F.R. 2.101 (October 1995) consisting of “commercial computer software documentation” as such terms are used in 48 C.F.R. 227.7202-1, 227.7202-3 and 227.7202-4 (June 1995). If Licensee is the U.S. Government or any agency or department thereof, the Learning Materials are licensed hereunder (i) only as a commercial item, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement and the purchase order.
9. Payment and Taxes.
9.1 Fees for the Learning Materials are billed according to the terms and conditions set forth on the Community.
9.2 All fees and expenses are exclusive of any national, state, municipal, or other governmental excise, sales, value-added and occupational taxes and other fees and levies, all of which User shall be responsible for and will pay in full, other than taxes based on Datawatch’s net income.
9.3 As regards taxes in the European Union, prices and fees are inclusive of transactional taxes where relevant (like sales tax, VAT and GST), except for the following (which will be added as part of the total price buyers see before finalising a purchase): (a) European Union VAT (if applicable) and (b) any other transactional taxes we state on the site will be added. User is responsible for paying all other fees and taxes associated with your use of the Community wherever levied (including withholding tax, if applicable). Datawatch may collect geographical location information to determine your location, which may be used for tax purposes (so location information you give us must be accurate for tax residency purposes).
10. Records Inspection.
10.1 User shall maintain accurate books and records in connection with User's use of the Learning Materials under this Agreement. Such records shall include at a minimum the number of licenses purchased and being used by User. Datawatch may, at its expense, audit the records of User to ensure compliance with the terms of this Agreement. Any such audit shall be conducted during regular business hours at User's offices and shall not interfere unreasonably with User's activities. If any audit reveals that User has underpaid license fees to Datawatch, User shall be invoiced for such underpaid fees based on Datawatch's list price in effect at the time the audit is conducted. If the underpaid fees are in excess of five percent (5%) of the Learning Materials fees paid by User over the prior twelve (12) month period, then User shall pay Datawatch's costs of conducting the audit. Audits shall be made no more than twice per calendar year.
11.1 Without prejudice to any other rights, Datawatch may terminate this Agreement immediately upon written notice to User if User fails to comply with any of the terms and conditions of this Agreement or in the event that User ceases its business operations, makes a general assignment for the benefit of creditors, is adjudged bankrupt, or becomes insolvent.
11.2 Upon termination of this Agreement for whatever reason, User’s right to use the Learning Materials and access the Community, and all licenses granted hereunder, shall be immediately terminated. Within 15 days following the effective date of such termination or expiration, User must return to Datawatch or destroy all copies of the Learning Materials, and promptly certify in writing to Datawatch that the same have been returned or destroyed.
12.1 This Agreement constitutes the complete agreement between the parties with respect to the Learning Materials and supersedes any other communication or advertising, whether written or oral, with respect to the Learning Materials. This Agreement is governed by the laws of the Commonwealth of Massachusetts, United States of America, excluding conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is held to be unenforceable, such provision shall be limited, modified or severed as necessary to eliminate its unenforceability, and all other provisions shall remain unaffected. Datawatch's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision.