Before proceeding to the Skyclock® Shopping Cart, you must agree to the License terms below.
LICENSE AGREEMENT
ATTENTION: THE FOLLOWING IS A LICENSE AGREEMENT RELATING TO THE USE OF SKYCLOCK®. PLEASE CAREFULLY READ ALL OF THE AGREEMENT'S TERMS AND CONDITIONS BEFORE PROCEEDING. IF YOU DO NOT ACCEPT SUCH TERMS AND CONDITIONS YOU WILL NOT BE PERMITTED TO USE SKYCLOCK.
1. 
Agreement by the
Parties. Throughout this agreement,
Skyclock Company shall be referred to as “Company” and you shall be referred to
as “You” or “User”. Access to and use
of Company’s Skyclock is subject to the terms of this legal agreement.
If You do not agree to accept or abide by
these terms and conditions, do not use this website or the Skyclock. The Company reserves the right to revise or
modify these terms and conditions at any time, and Your continued use of
Skyclock after any revision or modification shall constitute User’s acceptance
of the revised terms and conditions. As
used in this agreement, the term “Skyclock” shall mean Company’s entire
Skyclock product line including all copyrights, trademarks, trade secrets, patents,
patent applications, moral rights, inventions, discoveries, know-how,
technology, software and other proprietary rights which relate to the
Skyclock.
2. License Grant.
Company hereby grants to You a nonexclusive,
nontransferable, non-sublicensable license to possess and use Skyclock in
accordance with the terms and conditions of this agreement. The license authorizes You to use Skyclock solely
for consumer, and not commercial application.
You agree that You are licensing Skyclock for Your personal end use only
and not for sale or redistribution. You
shall not sell, lease, assign, transfer, sublicense, disseminate, modify,
translate, duplicate, reproduce or copy Skyclock (or permit any of the
foregoing) or disclose Skyclock or any information pertaining thereto any other
party without the prior written consent of the Company. You may not reverse assemble or decompile or
otherwise attempt to create the source code from Skyclock.
3. Ownership of
Intellectual Property Rights. You
acknowledge that Skyclock, including the related documentation and any new
releases, modifications, enhancements, or improvements thereto, belongs to the
Company, and that Company retains all right, title and interest in and to Skyclock.
You further acknowledge that Skyclock and
information relating thereto constitute valuable trade secrets of the
Company. You agree to comply with the
terms and conditions of this agreement and agree to treat Skyclock as the
confidential and proprietary information of the Company.
4. Warranties.
Company does not guarantee compatibility
with Your hardware or software, the service results, or represent or warrant
that Skyclock will operate error free. SKYCLOCK
IS PROVIDED TO YOU BY THE COMPANY ON AN “AS IS” BASIS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES
OF ANY NATURE, EXPRESS, IMPLIED OR OTHERWISE, OR ARISING FROM TRADE OR CUSTOM,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR
FITENESS FOR A PARTICULAR PURPOSE.
5. Indemnification.
You shall be solely responsible for the supervision,
management and control of Your use of Skyclock and related products and
documentation. You hereby indemnify and
hold harmless the Company and its affiliates (the “Indemnified Parties”)
against any loss, liability, damages, costs or expenses suffered or incurred by
the Indemnified Parties at any time as a result of any claim, action or
proceeding arising out of or relating to Your use, operation or implementation
of Skyclock. For purposes of this
Agreement, affiliate means any Company division or subsidiary or any other
affiliated entity involved in the manufacture or wholesale distribution of
Company products.
6. Limitation on
Damages. Company shall not be
responsible, and You shall have no recourse against Skyclock, for any loss,
liability, damages, cots or expenses which may be suffered or incurred at any
time by You as a result of Your reliance upon or use of Skyclock, or as a
result of any claim, action or proceeding against You arising out of or
relating to the use of the Skyclock, or as a result of Your defense of any such
claim, action or proceeding. THE
COMPANY SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING GENERAL, DIRECT,
SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, RESULTING FROM OR ARISING OUT
OF THIS AGREEMENT OR YOUR USE OF SKYCLOCK.
7. Termination.
Company may immediately terminate this
license upon notice to You, whereupon You shall immediately cease use, and destroy
all copies of, Skyclock.
8. Waiver.
The failure of either party to enforce at
any time any of the provisions of this agreement, or to exercise any rights
which are herein provided, or to require at any time performance by the other
party of any of the provisions hereof shall in no way be construed as a waiver
of such provisions, nor in any way affect the validity of the agreement, or the
right of party thereafter to enforce each and every such provision.
9. Entire Agreement.
This agreement constitutes the entire
understanding between User and Company with respect to the subject matter
hereto, and supersedes all other agreements, whether written or oral, and may
not be modified by User without the express, written consent of Company.
10.Governing Law.
This agreement and any disputes arising
hereunder shall be governed by the laws of the State of Michigan, United States
of America, without regard to conflicts of laws principles. The parties hereby submit to the exclusive
jurisdiction of courts located within the State of Michigan to resolve any
disputes arising from this agreement. The
parties hereby expressly exclude the application of the U.N. Convention on
Contracts for the International Sale of Goods to the Agreement.