X12 Limited Development Use License Agreement
This is a legal License Agreement (“Agreement”), based on mutual consideration, entered into between you, the purchaser (“You” or “Licensee”), and X12 Incorporated (“X12”), for the licensing of X12 products and their content (“Product”). Installing or otherwise using the Product constitutes acceptance of the following terms and conditions of this Agreement. The Effective Date ("Effective Date") of this Agreement is the date You begin to use the Product.
License: This license allows you to use the Product for application or software development and testing purposes through September 15, 2021 only in conjunction with Da Vinci Project-related Connectathons concluding on September 15, 2021. You may not give, transfer, license, redistribute or sell the contents of the Product to your customer(s), or any third party, or include such copies in, or with, products you sell. You may not use the Product or the data contained in the Product for production application or software use. A different category of license is required for production use. This license does not imply any right to redistribute the Product in any manner and does not imply a right to use these files to republish the X12 work products.
Warranty Disclaimer: THE PRODUCT AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF ANY PROPOSAL, SPECIFICATION OR SAMPLE. NEITHER X12, NOR ITS OFFICERS, DIRECTORS, COMMITTEE MEMBERS, STAFF, OR VOLUNTEERS WILL BE LIABLE FOR ANY DIRECT, SPECULATIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY DAMAGES DUE TO LOST PROFITS, LOSS OF USE OR ANTICIPATED LOSS OF USE, OR THE INABILITY TO USE THE PRODUCT, WHETHER ARISING OUT OF CONTRACT, NEGLIGENCE, TORT OR UNDER ANY WARRANTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Termination: This license shall terminate immediately if Licensee does not comply directly or indirectly with any term of this Agreement, including but not limited to unauthorized copying of the Product, including any of its content, or modifying the Product in any manner that is not authorized. The initial term of this Agreement shall commence on the Effective Date and shall continue in effect until May 19, 2021. Upon termination, this license shall cease; all copies of the Product, including any of its content, and documentation shall be returned to X12 or destroyed. Use of the Product or any of its content after termination is not authorized by X12 and shall be considered by X12 to be infringement of its intellectual property rights, in addition to any rights that may accrue to X12 by such use.
No Transfer: This Agreement, including the rights, duties and obligations in this license, and/or the Product and its documentation may not be assigned or transferred by Licensee.
Damages: Licensee acknowledges that misuse or copying of the Product will give rise to irreparable and inadequately compensable damage to X12. Accordingly, X12 may seek and obtain injunctive relief against Licensee’s breach or threatened breach of this Agreement, in addition to any other legal remedies, such as suit for copyright infringement, which may be available. Licensee acknowledges and agrees that the covenants contained herein are necessary for the protection of X12’s legitimate business interests and are reasonable in scope and content.
Trademark and Copyright: X12 Incorporated and its trademarks may not be used without the prior written consent of X12. Copyright to Product is owned by X12 and, except as authorized by this Agreement, may not be used without the prior written consent of X12. Copyright © 2021 X12 Incorporated. Format Copyright © Washington Publishing Company (WPC) 2021. Exclusively published by WPC. All rights reserved.
Governing Law: This Agreement is governed by the laws, excluding conflicts of laws, and Licensee consents to the exclusive jurisdiction of federal or state courts, of the Commonwealth of Virginia.
X12 Incorporated, 1405 S Fern St #92957, Arlington VA 22202, 703.970.4480 info@x12.org
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