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License Grant. RealPage, Inc. ("Licensor") grants to you a nonexclusive, nontransferable license ("License") to: install a copy of the Software on one hand held computing device ("Device"); use any accompanying printed information relating to the Software delivered to you with the Software ("Documentation"); transmit data between your Device and the OneSite Facilities software application; and access OneSite application service provider services ("Services"). The Software and Documentation are subject to protection under the copyright, trade secret laws, where applicable, and other intellectual property laws of the United States and other jurisdictions. With this License, you acquire only the right to use the object code version of the Software and Documentation while the License is in effect and do not acquire any rights of ownership in the Software or the Documentation. You shall not be considered to be an "owner of a copy" and shall not have rights granted under 17 USC Sec. 117 to make adaptations of the Software. You may use the Software on a single Device at any one time. In any case, you may only make one copy of the Software for archival or backup purposes.
License Prohibitions. You may not: rent, sell, lease, lend, sublicense, give or permit access to the Software, Documentation or Services to any third party; remove or obscure Licensor's proprietary rights notices; permit concurrent use of the Software; modify, alter, decompile, disassemble, translate or reverse engineer the Software; use the Software or Services on any service bureau, time sharing or any interactive or similar system; develop software derivative of or interfacing with the Software; use the Software or Documentation to provide training on the Software to third parties; use or copy Software or Documentation other than as authorized by this Agreement; access forms or fonts forming part of the Software independent of the Software. You may not assign this License Agreement without Licensor's prior written consent.
License Termination. You may terminate this Agreement at any time by destroying the Software, and all copies, and all Documentation, and certifying to Licensor in writing that the Software and Documentation have been so destroyed. In the event that you fail to comply with any term or condition in this License Agreement, the License will terminate immediately without notice to you and Licensor may pursue all available legal remedies.
Disclaimer. You hereby waive, and Licensor and its subsidiaries, affiliates, suppliers and third party content providers, and their officers, shareholders, directors and employees, makes no and disclaim all warranties, express, implied or statutory, including without limitation, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR AN INTENDED OR PARTICULAR PURPOSE, non-infringement or otherwise, respecting the Software, Documentation and Services. You will be deemed to have accepted the Software, Documentation and Services "as is" and "where is," and without any warranty of any kind. Licensor makes no warranty that the functions contained in the Software or provided by the Services will meet your requirements or that operation of the Software or access to the Services will be uninterrupted or error free or that the Software will operate in or the Services with the computing environment you select or that all program defects will be corrected.
Limitation of Liability. In no event shall Licensor’s liability hereunder, whether arising in contract, strict liability, tort or any other legal theory, exceed the greater of the amount paid by you for the License or $100.00. In no event shall Licensor be liable for: indirect, special or consequential damages including lost business; lost profits or lost data; interest, penalties or assessments imposed under applicable tax laws or otherwise; third party claims by your affiliates, partners or customers or otherwise; or damages with respect to which you contributed or acted as an intervening cause, regardless of whether foreseeable, even if Licensor has been advised of the possibility of such damages.
Some states do not permit the exclusion of implied warranties, or the exclusion or limitation of incidental or consequential damages, so the foregoing may not apply to you.
Force Majeure. Licensor will not be liable to you for any damages or injury, direct or indirect, caused by any delay or failure in the performance of the Software or Services if and to the extent that such delay or failure arises beyond the reasonable control of Licensor, including, without limitation, Third Party System Failures. For the purposes of this Agreement, "Third Party System Failures" means, as it relates to third party software, hardware or systems, computer downtime; utility or telecommunication interruption, failure, fluctuation or delay; computer virus; electrical surge; or line-noise interference.
You acknowledge that you have read this Agreement and understand and agree to be bound by its terms and conditions. You agree that this Agreement is the complete and exclusive statement of agreement between Licensor and you.
General. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
This Agreement may be assigned by Licensor without notice to you.