2. ANNUAL SUPPORT.
Limited warranty: If Licensee has a current license subscription with Annual Support from Frontline, then Frontline warrants, during the license subscription term, that the Software covered by the subscription will perform substantially as described in the User Guide published by Frontline in connection with the Software, as such may be amended from time to time, when it is properly used as described in the User Guide, provided, however, that Frontline does not warrant that the Software will be error-free in all circumstances. During the license subscription term, Frontline shall make reasonable commercial efforts to correct, or devise workarounds for, any Software errors (failures to perform as so described) reported by Licensee, and to timely provide such corrections or workarounds to Licensee.
Disclaimer of Other Warranties: IF THE SOFTWARE IS COVERED BY A CURRENT LICENSE SUBSCRIPTION, THE LIMITED WARRANTY IN THIS SECTION 2 SHALL CONSTITUTE FRONTLINE'S AND ITS SUPPLIERS’ ENTIRE LIABILITY IN CONTRACT, TORT AND OTHERWISE, AND LICENSEE’S EXCLUSIVE REMEDY UNDER THIS LIMITED WARRANTY. IF THE SOFTWARE IS NOT COVERED BY A CURRENT LICENSE SUBSCRIPTION, FOR EXAMPLE IF LICENSEE PERMITS THE SOFTWARE LICENSE SUBSCRIPTION TO EXPIRE, THE LIMITED WARRANTY IN THIS SECTION 2 SHALL NOT APPLY.
3. WARRANTY DISCLAIMER.
EXCEPT AS PROVIDED IN SECTION 2 ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND "WHERE IS" WITHOUT WARRANTY OF ANY KIND; FRONTLINE AND, WITHOUT EXCEPTION, ITS SUPPLIERS (COLLECTIVELY, "LICENSORS") DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE AND THE SAME ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, LICENSORS DO NOT REPRESENT, WARRANTY OR GUARANTEE THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, SECURE, OR MEET LICENSEES’ EXPECTATIONS. LICENSORS DO NOT MAKE ANY WARRANTY REGARDING THE SOFTWARE'S RESULTS OF USE OR THAT THEY WILL CORRECT ALL ERRORS. THE LIMITED WARRANTY SET FORTH IN SECTION 2 IS EXCLUSIVE AND LICENSORS MAKE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS WITH RESPECT TO THE SOFTWARE, ANNUAL SUPPORT, AND/OR OTHER SERVICES PROVIDED IN CONNECTION WITH THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
4. LIMITATION OF LIABILITY.
IN NO EVENT SHALL LICENSORS HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE OR THE EXERCISE OF ANY RIGHTS GRANTED HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL LICENSORS’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS LICENSE, THE SOFTWARE, AND ANY SUPPORT PROVIDED TO LICENSEE HEREUNDER, WHETHER IN CONTRACT OR TORT OR OTHERWISE EXCEED THE PRICE OF ONE SINGLE-USER LICENSE. FRONTLINE'S SUPPLIERS ARE INTENDED BENEFICIARIES OF THESE LIMITATIONS AND DISCLAIMERS, AND THIS LIMITATION OF LIABILITY FOR FRONTLINE AND ITS SUPPLIERS IS NOT CUMULATIVE. LICENSEE ACKNOWLEDGES THAT THIS ARRANGEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS LICENSE AND THAT LICENSORS WOULD NOT ENTER INTO THIS LICENSE WITHOUT THESE LIMITATIONS ON ITS LIABILITY. LICENSEE ACKNOWLEDGES THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
LICENSEE UNDERSTANDS AND AGREES THAT ANY RESULTS OBTAINED THROUGH LICENSEE'S USE OF THE SOFTWARE ARE ENTIRELY DEPENDENT ON LICENSEE’S DESIGN AND IMPLEMENTATION OF ITS OWN OPTIMIZATION, SIMULATION OR DATA MINING MODEL, FOR WHICH LICENSEE IS ENTIRELY RESPONSIBLE, EVEN IF LICENSEE RECEIVED ADVICE, REVIEW, OR ASSISTANCE ON MODELING FROM FRONTLINE.
5. TERM AND TERMINATION.
Term: The License shall become effective when Licensee first downloads, accepts delivery, installs or uses the Software, and shall continue for a limited term specified as part of the License, unless earlier terminated for breach pursuant to this Section.
Termination: Frontline may terminate this License if Licensee breaches any material provision of this License and does not cure such breach (provided that such breach is capable of cure) within 30 days after Frontline provides Licensee with written notice thereof.
6. GENERAL PROVISIONS.
Proprietary Rights: The Software is licensed, not sold; title to the Software remains with Frontline and its suppliers. The Software and all existing and future worldwide copyrights, trademarks, service marks, trade secrets, patents, patent applications, moral rights, contract rights, and other proprietary and intellectual property rights therein ("Intellectual Property"), are the exclusive property of Frontline and/or its suppliers. All rights in and to the Software and Frontline’s other Intellectual Property not expressly granted to Licensee in this License are reserved by Frontline. For the Large-Scale LP/QP Solver only: Source code is available, as part of an open source project, for portions of the Software; please contact Frontline for information if you want to obtain this source code.
Amendments: This License constitutes the complete and exclusive agreement between the parties relating to the subject matter hereof. It supersedes all other proposals, understandings and all other agreements, oral and written, between the parties relating to this subject matter, including any purchase order of Licensee, any of its preprinted terms, or any terms and conditions attached to such purchase order.
Compliance with Laws: Licensee will not export or re-export the Software without all required United States and foreign government licenses.
Assignment: This License may be assigned to any entity that succeeds by operation of law to Licensee or that purchases all or substantially all of Licensee’s assets (the "Successor"), provided that Frontline is notified of the transfer, and that Successor agrees to all terms and conditions of this License.
Governing Law: Any controversy, claim or dispute arising out of or relating to this License, shall be governed by the laws of the State of Nevada, other than such laws, rules, regulations and case law that would result in the application of the laws of a jurisdiction other than the State of Nevada.