This Browser Extension License Agreement (this “Agreement”) is a CONTRACT between You (whether on behalf of Yourself or Your organization) and Deque Systems, Inc. (“Deque”) which covers Your use of and access to any WorldSpace Attest Browser Extensions that accompany this Agreement (each, a “Browser Extension”).
Each time you access or download the Browser Extension or “click through” this Agreement, You are once again agreeing to all its terms. Please read this Agreement carefully before accessing or using the Browser Extension. You agree to be bound by the terms of this Agreement if You use or access the Browser Extension. If You do not agree to the terms of this Agreement, do not access or use the Browser Extension. By accessing or using the Browser Extension, or by “clicking through” this Agreement, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND ONLY STATEMENT OF THE AGREEMENT BETWEEN YOU AND DEQUE WITH RESPECT TO YOUR ACCESS AND USE OF THE BROWSER EXTENSION, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
1. Browser Extensions
1.1 Availability. During the Term of this Agreement, Deque agrees to make an instance of the Browser Extension available to You via the Internet or other data transmission system, pursuant to the terms and conditions of this Agreement.
1.2 License. Deque grants to You the non-exclusive, non-sublicensable, non-transferable right to reproduce (solely to install and execute) the Browser Extension on one of Your computers, in executable object code format only, during the Term, solely for the purpose of conducting accessibility testing for Your personal or internal business purposes. You are permitted to download the Browser Extension multiple times in order to install the Browser Extension on multiple computers, provided that You agree to the terms and conditions of this Agreement each time You download the Browser Extension. Deque reserves to itself all rights in the Browser Extension that are not expressly granted by this Agreement. You obtain no right, title or interest in the Browser Extension or any of the associated materials, or any right, title or interest to any intellectual property rights in the Browser Extension, other than as expressly set forth in this Agreement. Title in, and full ownership of, the Browser Extension and any and all materials relating to the Browser Extension and supplied to You by Deque shall remain in Deque. The Browser Extension is confidential information of Deque.
1.3 Restrictions. Developer may not, and may not allow any third party to:
(a) Decompile, disassemble, decrypt, or reverse engineer the Browser Extension or attempt to derive the source code for any part of the Browser Extension;
(b) Encumber any right in the Browser Extension in favor of a third party, whether by agreement, operation of law, or otherwise;
(c) Remove from the Browser Extension any product identification or proprietary rights notices;
(d) Sell, lease, lend, or sublicense the Browser Extension to any third party;
(e) Use the Browser Extension for timesharing or service bureau purposes or for any purposes not expressly permitted by this Agreement;
(f) Modify or create derivative works of the Browser Extension;
(g) Publish or disclose to any third party the results of any benchmark tests or other evaluation run on the Browser Extension without the prior written consent of Deque; or
(h) Otherwise use, copy or disclose the Browser Extension (or any component thereof) except as expressly provided herein.
2. Data; Your Warranties
2.2 Your Warranties. You warrant and represent that neither the acceptance of this Agreement by You nor Your performance under this Agreement does or will (with or without notice or lapse of time or both) (a) contravene, conflict with or result in a violation of any law or any governmental order to which You are subject, or (b) contravene or conflict with, result in any breach of, or constitute a default under any contract or arrangement to which You are a party.
DEQUE PROVIDES THE BROWSER EXTENSION AS-IS, WITH ALL FAULTS, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU, AND DEQUE MAKES NO WARRANTY WITH RESPECT TO THE BROWSER EXTENSION. WITHOUT LIMITING THE FOREGOING, DEQUE DOES NOT WARRANT THAT THE OPERATION OF THE BROWSER EXTENSION WILL BE UNINTERRUPTED OR ERROR-FREE. AND DEQUE DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES AGAINST INTERFERENCE WITH YOUR OR ANY THIRD PARTY’S ENJOYMENT OF THE BROWSER EXTENSION, AGAINST INFRINGEMENT, OF FITNESS FOR ANY PARTICULAR PURPOSE OR OF MERCHANTABILITY.
Under no circumstances may You use the Browser Extension, any related documentation, or any other good, service, or software provided by Deque in connection with any good, service, or software that is to be used for any application where the failure or noncompliance of such good, service, or software is likely to result in personal injury (including, but not limited to, death) or property damage.
The Browser Extension operates utilizing the Internet, which is not under the control of Deque and which is inherently insecure. Deque makes no warranties, representations, or guarantees of any kind, express, implied, statutory, or otherwise, oral or written, with respect to the performance or security of the Internet.
4. Limitation of Liability.
4.1 DEQUE’S ENTIRE LIABILITY TO YOU FOR ANY REASON OR REASONS AND WITH RESPECT TO ANY CAUSE OF ACTION OR CAUSES OF ACTION PURSUANT TO THIS AGREEMENT SHALL BE LIMITED TO THE GREATER OF THE FEES, IF ANY, ACTUALLY PAID BY YOU TO DEQUE FOR USE OF THE BROWSER EXTENSION OVER THE TWELVE (12) MONTHS PRECEDING THE APPLICABLE CLAIM, OR $100.
4.2 EXCEPT WITH RESPECT TO A MISAPPROPRIATION OF DEQUE’S INTELLECTUAL PROPERTY, NEITHER PARTY SHALL HAVE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5. Compliance with Laws.
As applicable to each party’s respective obligations under this Agreement, and notwithstanding anything to the contrary in this Agreement, each party shall comply with and cause each of its employees, agents and subcontractors to comply with, applicable laws, and shall obtain all licenses, permits, permissions and consents which may be required of it by any governmental authority.
This Agreement shall commence on the date You first access the Browser Extension and be effective for so long as You access and use the Browser Extension, unless earlier terminated in accordance with this Section (the “Term”). Deque may terminate this Agreement at any time and for any reason or no reason upon seven (7) days’ notice to You. In addition to any other remedy available under this Agreement or otherwise, Deque may terminate this Agreement if You breach any material provision of this Agreement and have not cured the breach within ten (10) days after receipt of written notice of the breach from Deque.
7. General Provisions.
7.1 No Software. FOR THE AVOIDANCE OF DOUBT, THIS AGREEMENT IS RESTRICTED TO USE OF AND ACCESS TO THE BROWSER EXTENSION. ANY AGREEMENT WITH RESPECT TO THE LICENSING OF SOFTWARE PRODUCTS OR THE USE THEREOF WILL BE UNDER A SOFTWARE LICENSE AGREEMENT SEPARATELY NEGOTIATED AND EXECUTED BY THE PARTIES.
7.2 Amendments. No amendment, change, waiver, or discharge of this Agreement shall be valid unless in a record signed by the party against whom enforcement is sought.
7.3 Force Majeure. If the performance of any part of this Agreement (other than payment of amounts due from You) by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, unusually severe weather, riot, fire, judicial or governmental action, labor dispute, act of God, act of terrorism, or any other cause beyond the control of either party, that party shall be excused from performance to the extent that it is prevented, hindered or delayed by such causes.
7.4 Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the Commonwealth of Virginia (excluding the Uniform Computer Information Transactions Act) without regard to its conflict of law provisions.
7.5 Assignment. You may not assign, without the prior written consent of Deque, any of its rights, duties, or obligations under this Agreement to any person whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise.
7.6 Notice. Any notice required or permitted to be given under this Agreement must be in writing and will be deemed effective (a) if given by personal delivery, upon such personal delivery or (b) if given by nationally-recognized courier or mail service (in either case that has real-time or near-real-time tracking), at the time that the notice is delivered (or an attempt is made to deliver the notice, regardless of whether refused) to the receiver’s premises according to the tracking records of the courier or mail service. The addresses for notice for each party are the addresses most recently provided by a party to the other party. Either party may change its address for notice by notice to the other party. Notwithstanding the foregoing, Deque may provide, and You consent to the receipt of, notices required or permitted under this Agreement via email delivery.
7.7 Successors and Assigns; No Third-Party Beneficiaries. This Agreement is legally binding upon and inures to the benefit of the parties and their permitted successors and assigns. No third party is intended to benefit from, nor may any third party seek to enforce, any of the terms of this Agreement, including, but not limited to, any third party with whom You have an employment or separate contractual relationship.
7.8 Relationship of the Parties. Nothing contained in this Agreement shall be deemed to create an association, partnership, joint venture, or relationship of employment, principal and agent or master and servant between the parties, or to grant either party the right or authority to assume, create or incur any liability or obligation of any kind, express or implied, against, in the name of, or on behalf of, the other party.
7.9 Waiver. The failure of a party to enforce any of the provisions of this Agreement, or to exercise any option provided in this Agreement, or to require performance by the other party of any of the provisions in this Agreement, is not a present or future waiver of such provisions and does not affect the validity of this Agreement or the right of the party to enforce each and every provision of this Agreement thereafter. The express waiver (whether one or more times) by a party of any provision, condition or requirement of this Agreement does not constitute a waiver of any future obligation of the other party to comply with such provision, condition or requirement.
7.10 Severability. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of this Agreement shall remain enforceable.
7.11 Survival. The terms and conditions that by their sense and context are intended to survive termination or expiration hereof shall so survive.
7.12 Entire Agreement. This Agreement is the entire agreement between Deque and You with respect to the subject matter of this Agreement and there are no representations, understandings or agreements about its subject matter that are not fully expressed in this Agreement.