This is a legally binding agreement between Cape Digital Solutions, including its subsidiaries and affiliates ("Cape Digital") and You ("You"). In return for acquiring a license to use the Software and related documentation and hardware peripherals ("Software"), You agree to the following terms and conditions.
Cape Digital grants You a non-exclusive, non-transferable, non-sublicensable license:
Nothwithstanding the license grant set forth in Section 1 above, Cape Digital retains full rights, title and ownership including all copyrights, derivative works, and all other intellectual property rights in and to the Software. The license set forth in Section 1 is not a sale of the Software. You agree to use your best efforts to prevent any unauthorized use or disclosure of the Software.
Except as stated above, this Agreement does not grant You any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses in respect of the Software. YOU MAY NOT MODIFY, TRANSLATE, DISASSEMBLE, REVERSE ENGINEER OR DECOMPILE THE SOFTWARE OR ANY COPY, IN WHOLE OR IN PART.
This license is effective until terminated. Either Cape Digital or You may terminate this Agreement at any time. The license will automatically terminate if You fail to comply with any of the terms and conditions of this Agreement. Upon termination for any reason, You will immediately destroy or return to Cape Digital the Software, including all documentation for and all whole or partial copies of the Software.
THE SOFTWARE AND DOCUMENTATION IS PROVIDED "AS-IS" WITH NO WARRANTY WHATSOEVER. CAPE DIGITAL SPECIFICALLY DISCLAIMS ALL EXPRESS, IMPLIED AND/OR STATUTORY WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. You assume all responsibility for selection of the Software to achieve your intended results and for the installation, use and results obtained from the Software. You assume the entire risks to the quality and performance of the Software. Specifically, Cape Digital does not warrant
IN NO EVENT SHALL CAPE DIGITAL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OF THE SOFTWARE EVEN IF CAPE DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CAPE DIGITAL RELATING TO THE SOFTWARE OF THIS AGREEMENT EXCEED THE PRICE PAID TO CAPE DIGITAL FOR THE SOFTWARE. CAPE DIGITAL SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR EXCESS COSTS OF REPROCUREMENT.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE ENTIRE AND EXCLUSIVE AGREEMENT BETWEEN CAPE DIGITAL AND YOU, WHICH SUPERSEDES ALL PRIOR ORAL AND WRITTEN AGREEMENTS AND COMMUNICATIONS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT. NO DIFFERENT OR ADDITIONAL TERMS WILL BE ENFORCEABLE AGAINST CAPE DIGITAL UNLESS CAPE DIGITAL GIVES ITS EXPRESS WRITTEN CONSENT, INCLUDING AN EXPRESS WAIVER OF THE TERMS OF THIS AGREEMENT.