32
Use
the
Software
to
another
person
or
legal
entity
provided
that:
(a)
you
also
transfer
to
each
this
Agreement,
the
Software
and
all
other
software
or
hardware
bundled
or
pre
‐
installed
with
the
Software,
including
all
copies,
Updates
and
prior
versions
to
such
person
or
entity;
(b)
you
retain
no
copies,
including
backups
and
copies
stored
on
a
computer/smartphone;
and
(c)
the
receiving
party
accepts
the
terms
and
conditions
of
this
Agreement
and
any
other
terms
and
conditions
upon
which
you
legally
purchased
a
license
to
the
Software.
Notwithstanding
the
foregoing,
you
may
not
transfer
education,
pre
‐
release,
or
not
for
resale
copies
of
the
Software.
MULTIPLE
ENVIRONMENT
SOFTWARE/
MULTIPLE
LANGUAGE
SOFTWARE/
DUAL
MEDIA
SOFTWARE/
MULTIPLE
COPIES/
BUNDLES.
If
the
Software
supports
multiple
platforms
of
languages,
if
you
receive
the
Software
on
multiple
media,
if
you
otherwise
receive
multiple
copies
of
the
Software,
or
if
you
received
the
Software
bundled
with
other
software,
the
total
numbers
of
your
computers
on
which
all
versions
of
the
Software
are
installed
may
not
exceed
the
Permitted
Number.
You
may
not
rent,
lease,
sublicense,
lend
or
transfer
any
versions
or
copies
of
such
Software
you
do
not
Use.
NO
WARRANTY.
The
Software
is
being
delivered
to
you
“AS
IS”
and
Celio
Corp
makes
no
warranty
as
to
its
use
or
performance.
CELIO
CORP
AND
ITS
SUPPLIERS
DO
NOT
AND
CANNOT
WARRANT
THE
PERFORMANCE
OR
RESULTS
YOU
MAY
OBTAIN
BY
USING
THE
SOFT
‐
WARE.
EXCEPT
FOR
ANY
WARRANTY,
CONDITION,
REPRESENTATION
OR
TERM
TO
THE
EXTENT
TO
WHICH
THE
SAME
CANNOT
OR
MAY
NOT
BE
EXCLUDED
OR
LIMITED
BY
LAW
APPLICABLE
IN
YOUR
JURISDICTION,
CELIO
CORP
AND
ITS
SUPPLIERS
MAKE
NO
WARRANTIES
CONDITIONS,
REPRESENTATIONS,
OR
TERMS
(EXPRESS
OR
IMPLIED
WHETHER
BY
STATUTE,
COMMON
LAW,
CUSTOM,
USAGE
OR
OTH
‐
ERWISE)
AS
TO
ANY
MATTER
INCLUDING
WITHOUT
LIMITATION
NONINFRINGEMENT
OF
THIRD
PARTY
RIGHTS,
MERCHANTABILITY,
INTEGRATION,
SATISFACTORY
QUALITY,
OR
FITNESS
FOR
ANY
PARTICULAR
PURPOSE.
LIMITATION
OF
LIABILITY.
IN
NO
EVENT
WILL
CELIO
CORP
OR
ITS
SUPPLIERS
BE
LIABLE
TO
YOU
FOR
ANY
DAMAGES,
CLAIMS
OR
COSTS
WHATSOEVER
OR
ANY
CONSEQUENTIAL,
INDIRECT,
DIRECT,
INCIDENTAL
DAMAGES,
OR
ANY
LOST
PROFITS
OR
LOST
SAVINGS,
EVEN
IF
CELIO
CORP
REPRESENTATIVE
HAS
BEEN
ADVISED
OF
THE
POSSIBILITY
OF
SUCH
LOSS,
DAMAGES,
CLAIMS
OR
COSTS
OR
FOR
ANY
CLAIM
BY
ANY
THIRD
PARTY.
THE
FOREGOING
LIMITATIONS
AND
EXCLUSIONS
APPLY
TO
EXTENT
PERMITTED
BY
APPLICABLE
LAW
IN
YOUR
JURISDICTION.
CELIO
CORP
AGGREGATE
LIABILITY
AND
THAT
OF
ITS
SUPPLIERS
UNDER
OR
IN
CONNECTION
WITH
THIS
AGREEMENT
SHALL
BE
LIMITED
TO
THE
AMOUNT
PAID
FOR
THE
SOFTWARE,
IF
ANY.
Celio
Corp
is
acting
on
behalf
of
its
suppliers
for
the
purpose
of
disclaiming,
excluding
and/or
limiting
obligations,
warranties
and
liability
as
provided
in
this
Agreement,
but
in
no
other
respects
and
for
no
other
purpose.
LIFE
ENDANGERING
ACTIVITIES.
NEITHER
CELIO
CORP
NOR
ITS
SUPPLIERS
SHALL
BE
LIABLE
FOR
ANY
DAMAGES
RESULTING
FROM
OR
IN
CONNECTION
WITH
THE
USE
OF
SOFTWARE
IN
ANY
APPLICATION
WHERE
THE
FAILURE
OR
INACCURACY
OF
THE
SOFTWARE
MIGHT
RESULT
IN
DEATH
OR
PERSONAL
INJURY.
YOU
AGREE
TO
INDEMNIFY
AND
HOLD
HARMLESS
CELIO
CORP
AND
ITS
SUPPLIERS
FROM
ANY
CLAIMS,
LOSS,
COST,
DAMAGE,
EXPENSE,
OR
LIABILITY,
INCLUDING
ATTORNEYS’
FEES,
ARISING
OUT
OF
OR
IN
CONNECTION
WITH
SUCH
USE.
GENERAL
PROVISIONS.
This
Agreement
contains
the
entire
understanding
between
the
parties
relating
to
its
subject
matter
and
supersedes
all
prior
or
contemporaneous
agreements,
including
but
not
limited
to
any
purchase
order
terms
and
conditions,
except
valid
license
agreements
related
to
the
subject
matter
of
this
Agreement
which
are
physically
signed
by
you
and
an
authorized
agent
of
Celio
Corp.
This
Agreement
may
only
be
modified
by
a
physically
signed
writing
between
you
and
an
authorized
agent
of
Celio
Corp.
Waiver
of
terms
or
excuse
of
breach
must
be
in
writing
and
shall
not
constitute
subsequent
consent,
waiver
or
excuse.
COMPLIANCE
WITH
LICENSES.
If
you
are
a
business
or
organization,
you
agree
that
upon
request
of
Celio
Corp
or
Celio
Corp’s
authorized
agent,
you
will
within
thirty
(30)
days
fully
document
and
certify
that
Use
of
any
and
all
Celio
Corp
Software
at
the
time
of
the
request
is
in
conformity
with
your
valid
license
obtained
from
Celio
Corp.
If
you
have
any
questions
regarding
this
agreement
or
if
you
wish
to
request
any
information
from
Celio
Corp,
please
use
the
address
and
the
contact
information
included
in
this
product
to
contact
Celio
Corp.
