PLEASE READ THIS AGREEMENT CAREFULLY. ("CUSTOMER") HAS BEEN GRANTED A LICENSE BY ATOMOLOGY, L.L.C. ("ATOMOLOGY") TO USE THE VERSION OF THE COREBRIDGE MANAGEMENT SERVICE LICENSED BY CUSTOMER ("THE SERVICE") AND ATOMOLOGY IS WILLING TO GRANT TO CERTAIN CUSTOMER EMPLOYEES AND/OR REPRESENTATIVES A LICENSE TO ACCESS AND USE THE SERVICE, BUT ONLY UPON HIS/HER ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY EACH OF THE FOLLOWING TERMS AND CONDITIONS, YOU WILL NOT GET ACCESS TO THE SERVICE.
1. License Grant.
Subject to the terms and conditions of this Agreement and the License Agreement between Atomology and Customer, Atomology grants to you a non-exclusive, non-transferable and terminable limited license to access and use the package of the Service licensed by Customer within Customer's account solely for Customer's internal business operations. Atomology may terminate this Agreement and the license granted hereunder at any time and for any reason.
2. License Restrictions.
You shall not copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code, modify the Service in any manner or form, or use unauthorized modified versions of the Service, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Service, or merge the Service with any other software. You shall not sublicense use of the Service to any third parties. You acknowledge and agree that Atomology shall own all rights, title and interest in and to all intellectual property rights in the Service.
3. Ownership.
Atomology shall retain ownership of all right, title and interest in and to the Corebridge Management Service, and in the software, hardware, other materials, processes, know-how and the like utilized by or created by Atomology in the provision of the Service, subject to the limited licenses granted to you hereunder during the term of this Agreement. You hereby assign to Atomology any right, title or interest that you may acquire during the term of this Agreement in and to the Corebridge Management Service or the software, hardware, other materials, processes, know-how and other such intellectual property associated therewith. Any rights not expressly granted herein are reserved by Atomology.
4. Your Obligations.
You will be responsible for the confidentiality and use of your password and user name. You agree to immediately notify Customer and Atomology if you become aware of any loss or theft or unauthorized use of any passwords, user name, or account number. You agree to comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with your use of the Service, including without limitation those related to privacy, electronic communications, and anti-spam legislation. You also agree to obtain any permission from third parties that may be required in order to provide and make available any data or information to the Service. You will not send any Electronic Communications from the Service that are unlawful, harassing, libelous, defamatory, or threatening. You represent and warrant to Atomology that you will only use the Service as permitted under this Agreement, and that you will not introduce into the Service any "back door," "time bomb," "Trojan horse," "worm," "drop dead device," "virus," or other computer software routines or hardware components designed to disable, damage or erase any software, hardware or data contained in the Service. You also warrant that you will only use the Service to access your own account, that you will not attempt to access other users accounts, and that you will not provide access to the Service to any other third parties.
5. Confidential Information.
You hereby agree to keep confidential all confidential or proprietary information of Atomology that may be disclosed to you in connection with the Service. You further agree not to use any such confidential or proprietary information except in connection with your use of the Service within the limitations of the license granted herein.
6. Disclaimer of Warranties.
ATOMOLOGY DOES NOT REPRESENT THAT YOUR USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT ALL ERRORS IN THE SERVICE AND/OR DOCUMENTATION WILL BE CORRECTED OR THAT THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ATOMOLOGY EXPRESSLY DISCLAIMS ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND IS FOR COMMERCIAL USE ONLY. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE OR THE INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.
7. Limitation on Liability.
IN NO EVENT SHALL ATOMOLOGY BE LIABLE TO YOU FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL ATOMOLOGY HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT WHICH IN THE AGGREGATE IS MORE THAN US$100.
8. Miscellaneous.
This Agreement shall inure to benefit and bind the parties hereto, their successors and assigns, but you may not assign this Agreement without written consent of Atomology. This Agreement represents the entire agreement of the parties and supersedes all prior discussions and/or agreements between the parties and is intended to be the final expression of their Agreement. This Agreement shall be governed in accordance with the laws of the State of Utah and any controlling U.S. federal law. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement (or the Service) shall be subject to the exclusive jurisdiction of the state and federal courts located in Utah. If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. In the event of any litigation of any controversy or dispute arising out of or in connection with this Agreement, its interpretations, its performance, or the like, the prevailing party shall be awarded reasonable attorneys' fees and/or costs. Neither party shall be liable for any loss or delay resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Service date shall be extended to the extent of any delay resulting from any force majeure event. Sections 2 through 6 shall survive the termination or expiration of this Agreement or the license granted hereunder.