Neilon Technologies hereby grants to you a non-transferable and non-exclusive license to access and use S3-Link during the Subscription Term solely for your internal business purposes. You shall not (i) license, sub license, sell, resell, transfer, assign, distribute, use as a service bureau or otherwise use S3-Link for a third party’s benefit, or commercially exploit or make available to any third party S3-Link; (ii) modify or make derivative works based upon S3-Link; (iii) reverse engineer or decompile S3-Link; (iv) interfere with in any manner S3-Link; or (v) violate applicable local, state, federal and foreign laws and regulations.
You acknowledge that S3-Link, and the copyright, patent, trade secret, and all other intellectual property rights contained within S3-Link, are proprietary to, and a valuable trade secret of, Neilon Technologies and its licensors and will remain the property of Neilon Technologies and it's licensors. Nothing in this Agreement should be construed as transferring any aspects of such rights to you or any third party. All rights not expressly granted to you are retained by Neilon Technologies
You shall treat S3-Link in the strictest confidence. You agree that any information about S3-Link, its design and performance specifications, or its code is Neilon Technologies’s Confidential Information.
You, not Neilon Technologies, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your data or information input into S3-Link (“Your Data”), and Neilon Technologies shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer data, except to the extent caused by Neilon Technologies's gross negligence or intentional misconduct.
We strive to keep Your Content secure, but cannot guarantee that we will be successful at doing so, given the nature of the Internet. Accordingly, except for claims arising out of Neilon Technologies's negligence or willful misconduct, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content and Applications. We strongly encourage you, where available and appropriate, to (a) use encryption technology to protect Your Content from unauthorized access, (b) routinely archive Your Content, and (c) keep your Applications or any software that you use or run with our Services current with the latest security patches or updates. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content or Applications, except with respect to claims arising out of our negligence or willful misconduct.
You are responsible for all activity occurring under its user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of S3-Link. You shall: use commercially reasonable efforts to prevent unauthorized access to, or use of, S3-Link, and will notify Neilon Technologies promptly of any such unauthorized use of any password or account or any other known or suspected breach of security. You will not use its access to S3-Link to: (a) access or copy any data or information of other users without their consent; (b) harvest, collect, gather or assemble information or data regarding other users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of S3-Link or the data contained therein; or (d) harass or interfere with another user's use and enjoyment of the Services.
S3-LINK AND THE SALESFORCE.COM SERVICES ARE BEING DELIVERED TO YOU "AS IS" AND NEILON TECHNOLOGIES, ITS AFFILIATES, SUPPLIERS, CONTRACTORS AND AUTHORIZED PERSONNEL, MAKE NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF S3-LINK OR THE SALESFORCE.COM SERVICES. NEILON TECHNOLOGIES DOES NOT REPRESENT OR WARRANT THAT (A) S3-LINK OR THE SALESFORCE.COM SERVICES WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) S3-LINK OR THE SALESFORCE.COM SERVICES WILL MEET CLIENT’S REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING S3-LINK WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN S3-LINK AND/OR THE SALESFORCE.COM SERVICES WILL BE CORRECTED, OR (E) SALESFORCE.COM SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NEILON TECHNOLOGIES DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING OR PERMITTING THE USE OF S3-LINK. NEILON TECHNOLOGIES MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE AS TO MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF S3-LINK, THE SALESFORCE.COM SERVICES, OR ANY OTHER SERVICES PROVIDED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION AND USE OF S3-LINK INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR S3-LINK, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USE OF S3-LINK AND ASSUMES ALL RISKS ASSOCIATED WITH ITS USE, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT.
IN NO EVENT WILL NEILON TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, OR ANY LOSS OF REVENUE, DATA, USE, OR PROFITS, EVEN IF AN NEILON TECHNOLOGIES REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT OR OTHER LEGAL OR EQUITABLE THEORY. NO PARTY WILL BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF THE AMOUNT PAID BY YOU HERE UNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HERE UNDER.
