This Software License Agreement ("Agreement") is an agreement between you ("Licensee") and ePRepSolutions, LLC ("Licensor") that sets forth Licensee’s rights and obligations with respect to Licensor’s PASSTM software and documentation ("Software") that you are accessing on Licensor’s website. In order to access the Software, you must agree to the terms of this Agreement by clicking on the "Accept" button at the end of this Agreement. By clicking on the "Accept" button, Licensee agrees to abide by and be legally bound by the terms and conditions of this Agreement, including the limited-use license, the limited warranty, and the limitation of liability. By clicking on the "Accept" button, you also represent that you have the authority to enter into this Agreement on behalf of the identified Licensee.
(a) Licensee shall not disclose Confidential Information to any third party individual, corporation, or other entity without the prior written consent of Licensor and shall limit its disclosure to its employees and approved contractors having a need to know such information. The recipient shall protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized dissemination or publication of the Confidential Information as the Licensee uses to protect its own confidential information of a like nature.
(b) The obligations herein will not apply to any Confidential Information which is: (i) available to the public other than by breach of this Agreement by Licensee; (ii) rightfully received by Licensee from a third party without confidentiality limitations; (iii) independently developed by Licensee’s employees without use of the Confidential Information or breach of this Agreement; (iv) known to Licensee prior to first receipt of same from Licensor, as evidenced in Licensee’s records; or (v) is required to be disclosed pursuant to judicial order, lawful requirement of an administrative or governmental agency or by operation of law, but then only to the extent so ordered and provided recipient uses its best efforts to advise discloser at the earliest possible time prior to or immediately after such disclosure.
(a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that any attempt by Licensee to assign this Agreement shall be void without the express written prior consent of Licensor which may be withheld in its sole discretion, except that Licensee may assign this Agreement (upon notice to Licensor) to any affiliate of Licensee or in connection with any sale by Licensee of substantially all of its assets relating to the Software.
(b) All rights and remedies of the parties hereto are separate and cumulative. The waiver or failure of either party to exercise in any respect any right or remedy provided herein shall not be deemed a waiver of any further right or remedy hereunder.
(c) This Agreement shall be subject to, governed by, and construed in accordance with the laws of the State of Colorado without regard to any of its conflict of laws provisions that would cause the laws of another jurisdiction to apply. Any action or proceeding relating to this Agreement must be brought in a federal or state court in Denver or Boulder County, Colorado and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its costs, expenses and reasonable attorneys’ fees, in addition to any other relief it may receive.
(d) The invalidity of any provision of this Agreement shall not affect the validity and binding effect of any other provision.
(e) This Agreement constitutes the entire agreement between the parties on the subject hereof and supersedes all prior or contemporaneous agreements, negotiations, representations and proposals, written or oral.