Effective October 13, 2022, and until and unless otherwise superseded by a revised version, this document constitutes the End-User License Agreement governing all Rocket Model purchases.
END-USER LICENSE AGREEMENT (“LICENSE”)
THIS AGREEMENT is entered into as of the date the Licensee first downloads or uses the Spreadsheets (“Effective Date”) by and between Rocket Model, LLC, a Kansas limited liability company (“Licensor”), and the party downloading and/or using the Spreadsheets (“Licensee” or “you”).
By downloading, installing, copying, or otherwise using the Spreadsheets, you agree to be bound by the terms of this License. If you do not accept these terms, you may not download, install, copy. or use the Spreadsheets.
IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY, OR DEPARTMENT OF A GOVERNMENT (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “LICENSEE” HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT.
The parties hereto agree as follows:
1. GENERAL. The Rocket Model spreadsheets (“Spreadsheets”), Documentation and any other materials provided by Licensor to Licensee are licensed, not sold, to Licensee by Licensor for use only under the terms of this License, and Licensor reserves all rights not expressly granted to Licensee. “Documentation” means manuals, on-line documentation, brochures, training materials, and other Licensor-provided materials for the Spreadsheets including all modifications, improvements, replacements, updates, enhancements, additions, upgrades and changes thereto made from time to time during the term of the License.
2. GRANT OF LICENSE. Subject to the terms and conditions of the License, Licensor grants to Licensee a perpetual, non-exclusive, transferable license to install, access and use the Spreadsheets. Licensee may use the Spreadsheets for its own internal use only and may incorporate them into other spreadsheets for internal use only.
3. LICENSEE FEES. Licensee shall make full prepayment of the license fees.
4. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
A. Limitations on Reverse Engineering, Decompilation, and Disassembly. Licensee may not reverse engineer, decompile, create derivative works, modify, translate, or disassemble the Spreadsheets, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Licensee agrees to take all reasonable, legal and appropriate measures to prohibit the illegal dissemination of the Spreadsheets or any of their constituent parts.
B. Spreadsheets Transfer. Licensee may not rent, lease, or lend the Spreadsheets. Licensee may not permanently or temporarily transfer any of Licensee’s rights under this License to any individual or entity except as permitted in Section 10.
C. Termination. Without prejudice to any other rights or remedies, either party may terminate the License if the other party fails to comply with the terms and conditions of this License in any material respect and fails to cure the material breach, if capable of cure, within thirty (30) days after receiving written notice from the other party specifying the nature of the breach. In the event of termination, Licensee must destroy all copies of the Spreadsheets and Documentation.
5. COPYRIGHT. All title and copyrights in and to the Spreadsheets and Documentation are owned by Licensor. The Spreadsheets are protected by copyright laws and international treaty provisions.
6. GENERAL PROVISIONS. This License may only be modified in writing signed by Licensee and an authorized officer of Licensor. If any provision of this License is found void or unenforceable, the remainder of the License will remain valid and enforceable according to its terms. No waiver of any provision of the License shall be effective unless in writing and signed by the Licensee and an authorized officer of Licensor. No failure or delay by either party in exercising any right, power or remedy under the License shall operate as a waiver of any such right, power or remedy. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion.
7. INDEMNIFICATION. Licensee agrees to indemnify, defend, and hold the Licensor harmless from and against any claims or lawsuits, including costs and attorney’s fees, that arise or result from Licensee’s use of the Spreadsheets.
8. DISCLAIMER OF WARRANTIES. LICENSOR IS NOT RESPONSIBLE FOR ANY FINANCIAL DECISIONS LICENSEE MAKES USING THE SPREADSHEETS. LICENSOR DOES NOT PROVIDE INVESTMENT, LEGAL, OR TAX ADVICE.
LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SPREADSHEETS. THE SPREADSHEETS AND ANY RELATED DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, AND NON-INFRINGEMENT OF THIRD‑PARTY RIGHTS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SPREADSHEETS REMAINS WITH LICENSEE.
9. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE’S USE OR INABILITY TO USE THE SPREADSHEETS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE IN AN AMOUNT GREATER THAN THE AMOUNT PAID BY LICENSEE UNDER THE LICENSE.
10. Assignment. Licensor may assign the License, in whole or in part. Licensee may not assign the License or any of Licensee’s rights or obligations under the License whether by merger or operation of law or otherwise, without Licensor’s prior written consent, which may be withheld in Licensor’s sole discretion; any purported attempt to do so shall be void. Subject to the foregoing, the License shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
11. GOVERNING LAW.The rights and obligations of the parties shall be governed by, and the License shall be construed and enforced in accordance with the laws of Kansas. All disputes hereunder will be resolved via the courts of Wichita, Kansas. All remedies, whether under the License, provided by law, or otherwise, shall be cumulative and not alternative.