Thru End User License Agreement
Updated July 2017
CAUTION! THIS LICENSE APPLIES TO Thru, LLC (“Thru”), OF, 909 LAKE CAROLYN SUITE 750 IRVING, TEXAS 75039, Thru SOFTWARE THAT YOU HAVE AGREED TO THE USE AND ITS LICENSE (collectively, the “Licensed Software”). BY LOGGING IN AND YOUR USE OF THE LICENSED SOFTWARE INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS LICENSE, AND YOUR AUTHORIZATION TO CONTRACTUALLY BIND THE PERSON OR ENTITY ON WHOSE BEHALF YOU HAVE DONE SO, IF ANY. IF NOT, YOU SHOULD IMMEDIATELY RETURN THE LICENSED SOFTWARE OR CEASE ITS USE, FOR A REFUND OF ANY AMOUNTS PAID FOR THE LICENSED SOFTWARE OR THE LICENSE TO USE THE SOFTWARE LESS THE PRO RATED AMOUNTS owing. References herein to “You” or “Your” refer to both you and such person or entity in whose behalf you act, if any.
1. General. The Licensed Software consists of a software program, or a package of separate programs, all protected by copyright and other applicable intellectual property laws, regulations, and treaties. Certain Licensed Software programs (“Other Licensed Software,” as defined below) may be wholly or partially subject to other licenses, as indicated below.
2. Grant of License; Restricted Software Use Restrictions. Subject to applicable restrictions herein, including without limitation those in the Section herein entitled “Other Software Licenses,” in partial consideration for Your payment of a service fee for Licensed Software for the duration of intellectual property rights inherent in the Licensed Software, Thru hereby grants You a limited and non-exclusive license, to use the Licensed Software in conformance with this License and the Licensed Software’s accompanying documentation in written or electronic format (collectively, “Use”). The following are impermissible, whether done directly or indirectly, and/or wholly or partially: Use or resale for use in connection with actual construction, maintenance, and/or operation of any nuclear facility, aircraft, aircraft communication or aircraft ground support system, or life support system (“High Risk Use”), for which the Licensed Software is neither designed nor intended; making the Licensed Software available in any way on an application service provider basis, as a hosted and/or managed application, or as a bureau service; any attempt to derive source code to the Licensed Software, except as permitted at law; disturbance of any notices of intellectual property or other proprietary rights; and, except as to on-line documentation copied for archival purposes, any copying of documentation. Thru transfers no ownership interest in the Licensed Software. Thru may, in its sole discretion, determine which of its Thru Products to continue to make available and/or support over time. Thru and its licensors reserve all rights not expressly granted.
3. Transfer Restrictions. You may not otherwise wholly or partially transfer or assign any rights or delegate any obligations under this License.
4. Enforcement of Terms; Termination. This License will terminate upon the earlier of: (i) your breach of any material obligation under this License, without cure within 30 days; and (ii) your termination of this License. Any licensors to Thru of portions of the Licensed Software are third-party beneficiaries of this License, and may enforce it in relation to their own intellectual property within the Licensed Software, if any. Within 30 days of termination. Notwithstanding any provision of this License, Thru and/or its licensors may pursue all avail-able legal and equitable remedies, without the necessity of posting any security.
5. U. S. Government Users. This software was developed at private expense; if acquired for the USA government or any contractor thereto, it is acquired as “commercial computer software” subject to the provisions of this License, as specified in (a) 48 CFR 12.212 of the FAR; or, if acquired for Department of Defense units, (b) 48 CFR 227-7202 of the DoD FAR Supplement; or sections succeeding thereto. Contractor/manufacturer is Thru, LLC., of, of 909 Lake Carolyn Suite 750, Irving Texas 75039 .
6. Export Restrictions. You hereby assure You will not export or re-export any Licensed Software in violation of any applicable laws, regulations, executive orders and the like, including without limitation USA versions of the same.
7. Governing Law. This License is governed by and interpreted under the laws of the State of Texas and The United States of America, excluding choice of law rules. The parties hereby waive any right to a trial by jury in any action to enforce or defend any matter arising from or related to this License.
8. Disclaimer of Warranty. THE LICENSED SOFTWARE IS “AS IS,” WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR CONDITION OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9. Limitation of Liability, and Indemnity. IN CONNECTION WITH OR ARISING IN RELATION TO THIS AGREEMENT, THE LICENSED SOFTWARE AND/OR THIS LICENSE: (A) IN NO EVENT SHALL Thru, LLC OR LICENSORS BE LIABLE FOR: (1) ANY CLAIMS OR DAMAGES ARISING FROM ANY HIGH RISK USE; AND (2).ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM LOSS OF DATA, USE, REVENUE, SAVINGS, OR GOODWILL), EVEN IF PRE-ADVISED OF THEIR PROSPECT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY; AND (B) LIABILITY OF Thru, LLC and LICENSORS FOR ANY AND ALL CLAIMS COMBINED WILL NOT EXCEED THE AMOUNT OF ANY LICENSE FEE PAID FOR THE LICENSED SOFTWARE. THE FOREGOING APPLIES NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY CONTRACTUAL REMEDY. YOU WILL INDEMNIFY, DEFEND (WITH COUNSEL APPROVED IN WRITING IN ADVANCE BY (Thru, LLC.) and HOLD Thru, LLC HARMLESS AGAINST ANY CLAIMS FOR COST, DAMAGE, EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) AND LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY HIGH RISK USE.
10. Laws Governing Warranties and Liability. The law(s) of a jurisdiction may define the scope of warranty to be provided for Thru Desktop Edition or the manner in which a supplier’s liability may be limited, and such law(s) shall govern only to the extent a party protected by such law(s) cannot waive the protection thereof by contract.
11. Complete Agreement. This License supersedes all oral or written agreements, understandings, past courses of dealing, and/or other uttering’s on the subjects hereof.