Please Read Carefully Before Using Softway® (Softway.com) Websites and Services: The following end user license agreement (EULA) and terms and conditions collectively (“Terms of Service” or “Agreement”) govern your use of the Softway® Website (and any related mobile application) accessible at Softway.com (the “Site”) and services accessed through the Site (collectively, the “Service”) operated and provided by Softway Solutions, Inc. (“Licensor”, “Softway®”, “we” or “us”). By accessing and using the Service and/or any information, content or materials made available on the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Service.
EACH TIME YOU ACCESS, USE OR REGISTER AT Softway®, YOU ARE SIGNIFYING YOUR AGREEMENT TO THE FOLLOWING TERMS AND CONDITIONS. LICENSEE ALSO CERTIFIES THAT LICENSEE IS NOT A RESIDENT OF THE EUROPEAN UNION (EU) OR THE STATE OF CALIFORNIA. LICENSEES THAT FALL UNDER THE GDPR OR THE CCPA ARE PROHIBITED FROM USING OR ACCESSING THE SITE OR SERVICES IN THIS SOFTWARE.
Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Service. If you are entering into these Terms of Service on behalf of an entity, you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you”,”Licensee” mean such entity. For purposes hereof, the “Site” includes all subdomains and components of the Softway® website, including without limitation Seneca Hue and related applications, including any modifications to Seneca Hue and related applications.
Softway® expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service, which modifications and alterations may significantly reduce your rights or the value of the Service.
Scope of this Agreement
The Software-Product accompanying this Agreement and all affiliated materials, including documentation and information and the content contained therein (collectively the “ Software”), is copyrighted. Scope of this agreement is the licensing (not selling) of the “Software” to You, as the ‘user’ (either an individual or an entity). Licensor reserves all rights not expressly granted.
Ownership and Copyright.
Ownership and Copyright of Software Title to the Software and all copies thereof remain with Licensor. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Licensor does not grant any express or implied right to you under Licensor’s patents, copyrights, trademarks, or trade secret information.
You are entitled to access, download or install, and operate the Software solely for the purposes of performing your obligations under this Agreement. You may not sell, license, or transfer the Software or any part thereof, or reproductions of the Software to other parties in any way. You may download, install and operate the Software only for the purposes that this limited license is granted. You may not make any commercial use of the Software.
Disclaimer of warranties and Liability.
Licensee understands and agrees nothing in this Agreement shall create or is intended to create any obligation for Licensor to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop the Software either to Licensee or to any other party. THE SOFTWARE IS PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS, AGENTS, EMPLOYEES, OFFICERS AND CONTRACTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE EXPRESSLY WAIVES ANY CLAIM WHICH MAY ARISE OUT OF LICENSEE’S USE OF THE SOFTWARE, INCLUDING ANY DAMAGE THAT IS CAUSED TO A DEVICE TO WHICH THE SOFTWARE IS DOWNLOADED.
Term and Termination.
Either party may terminate this Agreement in accordance with the Subscription Agreement executed by Licensee. Licensor shall have the right to immediately terminate this Agreement and any Licensee rights with respect to the Software without notice in the event of improper disclosure or use of all or part of the Software as specified under the Confidentiality Clause contained in this Agreement and the Subscription Agreement.. Upon any expiration or termination of this Agreement, the rights and licenses granted to Licensee under this Agreement shall immediately terminate, and Licensee shall immediately cease using, and, as may be decided by Licensor, will either return or destroy to Licensor, the Software, and any documentation related to the Software, and all other tangible items in Licensee’s possession or control that are proprietary to or contain Confidential Information.
Licensee agrees to report any flaws, errors or imperfections discovered in any software or other materials where Licensee has been granted access to the Software. Any and all improvements, modifications and changes arising from or in connection with the Licensee’s contribution shall, without any compensation to Licensee, remain or become the exclusive property of the Licensor to the exclusion of Licensee and all third parties.
You will not disclose Software or any comments regarding Software to any third party without the prior written approval of the Licensor. You will maintain the confidentiality of the Software with at least the same degree of care that you use to protect your own confidential and proprietary information, but not less than a reasonable degree of care under the circumstances. You will not be liable for the disclosure of any confidential information which is: (a.) in the public domain other than by a breach of this Agreement; or (b.) rightfully received from a third party without any obligation of confidentiality; or (c.) rightfully known to You without any limitation on use or disclosure prior to its receipt from Licensor; or (d.) generally made available to third parties by Licensor without restriction on disclosure.
No Support and Maintenance; Future Products.
Licensor is not obligated to provide you with any maintenance, technical or other support. If, at Licensor’s option, such support is provided, You agree, understand and stipulate that it will be provided “AS, IS,” AND WITHOUT ANY WARRANTY, IMPLIED OR EXPRESS.
Fees and Costs
Licensee is responsible for all costs and expenses associated with the use of the Software
This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected. No waiver or modification of this Agreement shall be valid unless in writing signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
Governing Law, Jurisdiction and Waiver of Jury Trial.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas as If performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Houston, Texas and the parties hereby consent to personal jurisdiction and venue therein. The Parties agree to waive a trial by jury.