Global Environmental Management Initiative (GEMI) License Agreement
EDF-GEMI and Licensee hereby agree, effective on Licensee’s opening of the Product, for good and sufficient consideration, as follows:
1. License Agreement. As used in this Agreement, "EDF-GEMI" shall mean Global Environmental Management Initiative—and Environmental Defense Fund “Licensee” shall mean the user of this Product who opens this Product. The “Product” shall mean a software application called “EDF-GEMI WaterMAPP” that is implemented using Microsoft® Excel, and which may help companies build their own program to reduce water and energy use in buildings. EDF-GEMI grants Licensee a non-exclusive license to use the Product. This license does not entitle Licensee to receive from EDF-GEMI hard-copy documentation, technical or customer support, telephone assistance, or enhancements or updates to the Product.
2. Restrictions. Without EDF-GEMI’s prior written consent Licensee may not: (i) sell, rent, or lease rights to the Product; or (ii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product.
3. Fees. There is no license fee for use of the Product by Licensee.
4. Proprietary Rights. All title, ownership rights, and intellectual property rights (trademark, copyright and otherwise) in the Product shall remain in EDF-GEMI or as specified in EDF-GEMI’s ownership agreements for the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. Licensee expressly recognizes and stipulates to the aforesaid declaration. Reuse and reproduction of any part of the EDF-GEMI WaterMAPP should attribute EDF-GEMI as original developer.
5. Disclaimer of Warranty. THE PRODUCT IS PROVIDED FREE OF CHARGE, AND, THEREFORE, ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EDF-GEMI, ITS MEMBER COMPANIES, OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, EDF-GEMI’S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF ANY MONIES LICENSEE PAID FOR USE OF THE PRODUCT UNDER THIS LICENSE (IF ANY).
7. Miscellaneous. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and may be amended only by a writing signed by both parties. This Agreement shall be governed by the laws of the State of Delaware, U.S.A. If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect.