This End User License Agreement (the "Agreement") is entered into by Reliance Label Solutions, Inc. ("Reliance") and the End User identified below as of the date specified below.
End User has been designated by Phillips 66 Company (the "Customer") as a party entitled to access and use Reliance’s Vision Labeling System (the "Vision System"). End User’s use of the Vision System is subject to the terms and conditions of this Agreement.
1. License Grant. Subject to the terms and conditions of this Agreement, Reliance hereby grants to End User a limited, non-exclusive, non-transferable license (the "License") to access and use the Vision System.
2. Ownership and Reservation of Rights End User acknowledges and agrees that the Vision System and Reliance’s intellectual property (i.e., Reliance’s source code, copyrighted material, trademarks, service marks, trade secrets and proprietary and confidential information) are the property of Reliance and that Reliance retains those rights in its intellectual property, including enhancements thereto or derivative works thereof. It is expressly understood and agreed that title to, or ownership of, any part of the Vision System, including any enhancements thereto or derivative works thereof, shall not ever be transferred to End User. End User agrees not to use Reliance’s service marks, trademarks and brand names (collectively “Marks”) relating to the Vision System without Reliance’s prior written permission. Reliance reserves the right: (a) to update and modify the Vision System; and (b) restrict access to the Vision System or terminate this Agreement.
3. Limitation on Use End User may not access, distribute or use the Vision System except as expressly permitted under this Agreement. End User shall not, nor shall they permit others to do any of the following: (a) sell, distribute, transmit, or otherwise provide access or use of the Vision System to any third party; (b) store the Vision System in any information storage and retrieval system which provides access to third parties; (c) rent, sublicense, lease, or assign any license to the Vision System to any third party; (d) copy, reproduce, create derivative works from, de-compile, disassemble, or otherwise reverse-engineer the Vision System, or in any other way alter, translate, modify, or adapt the Vision System; or (e) make use of the internet and/or intranet to provide access to the Vision System through any local or wide area networks, time sharing services, multiple site agreements or other forums which permit multiple simultaneous access or distribution other than provided by this Agreement. Any access to or use of the Vision System (or any part thereof) by persons or other users who are not authorized by Customer and this Agreement is specifically prohibited.
4. Liability Disclaimer RELIANCE MAKES NO REPRESENTATIONS ABOUT THE VISION SYSTEM, AND IS PROVIDING THE VISION SYSTEM TO END USER "AS IS" AND WITHOUT WARRANTY OF ANY KIND. RELIANCE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTY ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR COURSE OF DEALINGS BETWEEN THE PARTIES. Reliance makes no warranty or representation regarding the results that may be obtained from the use of the Vision System, regarding the accuracy or reliability of any information obtained through the Vision System, or that the Vision System will meet the End User’s requirements, or be uninterrupted or error free. Use of the Vision System is at the End User’s sole risk. End User will be solely responsible for any damages resulting from the use of the Vision System. To the maximum extent permitted by law, and notwithstanding anything to the contrary contained herein, Reliance (or its officers, directors, employees, shareholders, agents or representatives) shall not be liable to End User for any consequential, incidental, indirect exemplary or special damages, including (without limitation) damages arising out of or in connection with any loss of profit, interruption of service, or loss of business or anticipatory profits, even if Reliance had been apprised of the likelihood of such damages.
5. Termination and Disruption of Services Reliance may terminate this Agreement and the License at any time on three (3) days notice to End User. Reliance may interrupt End User’s access to the Vision System at any time without notice. Termination of this Agreement will not limit other remedies available to Reliance for breach or otherwise.
6. Miscellaneous Provisions
a. Governing Law and Enforceability. This agreement is made under and will be governed by and construed in accordance with the laws of the State of Kansas (except that body of law controlling conflicts of law). Customer consents to personal jurisdiction and venue in the state and federal courts in the State of Kansas. The prevailing party in any litigation between the parties shall recover its reasonable attorney’s fees and costs from the non-prevailing party.
b. Notices. All notices, requests and other communications between the parties in connection with this Agreement shall be in writing. All such notices to Reliance shall be addressed to Reliance Label Solutions, Inc. 205 N. Gold, Paola, KS 66071 Attn: Sales Manager, with all notices to End User addressed to the address shown below. Either Reliance or End User may change its notice address by written notice to the other, served as provided above, provided, however, that any notice of change of address shall be effective only upon receipt.
c. Survivability. The terms of Sections 2, 3, 4, 5 and 6 shall survive any cancellation, termination, or rescission of this License Agreement.
d. Severability and Waiver. In the event any provision of this Agreement is held unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and the unenforceable provisions will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties. The waiver of any breach or default of this Agreement will not be constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. End User may not assign or delegate its obligations under this License Agreement whether in whole or in part without the prior written consent of Reliance and such consent may be unreasonably withheld.
e. Entire Agreement and Amendments. The Agreement constitutes the entire agreement between Reliance and End User with respect to the Vision System and supersedes all other (prior or contemporaneous) communications and proposals, whether electronic, oral, or non-electronic. End User agrees that any terms or conditions contained in any document, including but not limited to a purchase order, acknowledgement, email, or other document that End User may now or later provide to Reliance, will have no effect and that this Agreement is the only contract and/or license between the parties regarding the Vision System and may only be amended as set forth herein. This Agreement shall not be changed, modified or amended except in writing signed by a duly authorized representative of the parties giving reference to the Agreement.