As part of the Information Technology System we have developed proprietary software applications. We may modify, enhance, replace or eliminate the Murphy Software at any time. But until we eliminate the Murphy Software you must utilize it in connection with the operation of your MURPHY Business. In doing so, you and your personnel must follow all the directives that we specify in the Manuals relating to its access and use. While we currently grant you access to the Murphy Software through an intranet on our website as an ASP (or application service), we may change that method in the future. Accordingly, we grant you a non-exclusive, non-transferable and non-sublicensable license to use the Murphy Software (including any improvements or modifications) as follows:
(a) You and your employees may use the Murphy Software solely within the scope of your operation of your MURPHY Business under this Agreement for your MURPHY Business’ internal operations and business purposes in accordance with this Agreement. Murphy Software may be installed and used only to enable you and your employees to use the Murphy Software in accordance with this Agreement. You are responsible for all use of the Murphy Software and for compliance with this Agreement; any breach by you or any user or third party you have given access to, will be deemed to have been incurred by you.
(b) You must not decompile or reverse engineer any executable code for any Murphy Software we provide (e.g., to reveal the corresponding source code), except to the minimum extent permitted by law. You will not avoid, circumvent, or disable any security device, procedure, protocol, or mechanism that we may include, require or establish with respect to the Murphy Software. You will not delete, alter, cover, or distort any copyright, trademark or other proprietary rights notice placed by us on or in the Murphy Software.
(c) The Murphy Software may not be used except as expressly authorized in this Agreement, the Manuals or otherwise in writing. We reserve all rights not expressly granted.
(d) The Murphy Software (and all copies and derivatives) is, and at all times will remain, our (and our licensors’) sole and exclusive property, including all copyrights and other intellectual property rights in or to such Murphy Software. Except as otherwise expressly provided, you agree that neither you nor any third party will obtain any express or implied rights in or to any part of the Murphy Software.
(e) You will take all reasonable steps to protect the Murphy Software from any use, reproduction, publication, disclosure or distribution that is not specifically authorized by this Agreement. You will ensure that you and your agents or employees do not disclose your or their user IDs and passwords to any person or entity other than on a need-to-know basis unless you have our prior written authorization. You will be responsible for the security of user IDs and passwords, and must immediately notify us of any suspected or actual theft, loss or fraudulent use of them.
(f) During the term of this Agreement, we will provide limited Murphy Software support services to the extent we deem practicable in the manner we designate from time to time in the Manuals or otherwise in writing, videos, webinars, etc.
(g) All updates, patches, bug fixes, modifications, enhancements and new versions of the Murphy Software and all other deliverables and work product we develop for such Murphy Software and provide to you will be subject to the terms and conditions of this Agreement, unless otherwise expressly agreed in writing by us. Our software support services for such Murphy Software, if any, extend only to the Murphy Software free of any additions or modifications that have not been made by us or our agents, or approved by us in writing. Further, such support services extend only to the most current version of the Murphy Software as used on or in the hardware, platforms and operating environment(s) designated by us for use with the Murphy Software. Our support services also do not include the following and we have no responsibility or liability for:
(i) Addressing errors, defects, or damage in or to the Murphy Software resulting from causes other than those arising in the ordinary permitted use of the Murphy Software, or from the use of a third-party software, firmware or data, or from the use of hardware not meeting our minimum recommended configuration;
(ii) Providing hardware-related services;
(iii) Providing training to your personnel except as otherwise provided in this Agreement; or
(iv) Developing or otherwise providing you with additional features, functionality, or customizations to the Murphy Software.
(h) You agree to cooperate fully with us in the performance of our software support services, including by providing us with such timely, accurate and complete information and reasonable access to your personnel and facilities as we may require or request. You are responsible for obtaining written agreements from each of your employees who have access to or utilize any aspect of the Murphy Software under such agreements whereby they agree to be bound by the terms of this Agreement relating to the Murphy Software. Such agreements must provide that we are third-party beneficiaries to such agreements. To the extent you delay or fail to satisfy your obligations to us, we will be relieved of our obligations under this Agreement and you will be deemed in breach of it.
(i) We will have no responsibility for: (a) any use of the Murphy Software after we have notified you to discontinue use; (b) the combination or use of the Murphy Software with content, assets, technology or other materials not supplied by us; or (c) alteration of the Murphy Software or use of a version of the Murphy Software that has been superseded by a newer version.
(j) WE AND OUR AFFILIATES, IF ANY, DISCLAIM ANY WARRANTIES OF ANY NATURE WHATSOEVER, WHETHER EXPRESS, WRITTEN, ORAL, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTIES ARISING UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, HOWEVER ENACTED IN ANY STATE OR JURISDICTION AND ANY WARRANTIES UNDER ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE (AS APPLIED IN ANY STATE) WITH RESPECT TO THE SUPPLIES OR INFORMATION TECHNOLOGY SYSTEM (INCLUDING ITS SOFTWARE), OR ANY OTHER PRODUCTS, EQUIPMENT OR SUPPLIES YOU OBTAIN FROM US OR OTHERS AND THE SERVICES AND FUNCTIONS THEY PERFORM AND THEIR DESIGN. NEITHER WE NOR OUR AFFILIATES ARE LIABLE UNDER ANY CIRCUMSTANCES TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR COLLATERAL DAMAGES OF ANY NATURE WHATSOEVER IN CONNECTION WITH ANY OF THE SUPPLIES OR INFORMATION TECHNOLOGY SYSTEM (INCLUDING ITS SOFTWARE) OR ANY OTHER PRODUCTS, EQUIPMENT OR SUPPLIES YOU OBTAIN FROM US OR OTHERS AND THEIR DESIGN (INCLUDING YOUR RIGHT TO USE, DELIVERY, INSTALLATION AND YOUR USE OF THEM), THE SERVICE AND FUNCTIONS THEY PERFORM (OR FAIL TO PERFORM), THEIR DESIGN AND THIS AGREEMENT, WHETHER BY REASON OF IMPERFECTION OR DEFECT IN THEM OR IN THEIR PERFORMANCE, OUR (OR ANY OF OUR AFFILIATES) BREACH OR OTHERWISE, EVEN IF WE (OR OUR AFFILIATE) ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER THEY ARE BASED IN TORT OR IN CONTRACT. IF WE (OR OUR AFFILIATES) DO NOT CAUSE SUPPLIES OR THE INFORMATION TECHNOLOGY SYSTEM (INCLUDING ITS SOFTWARE) OR ANY OTHER PRODUCTS OR EQUIPMENT OR SUPPLIES YOU RECEIVE FROM US OR ANY OF OUR AFFILIATES TO PERFORM IN ACCORDANCE WITH THE SPECIFICATIONS, THEN YOUR SOLE RECOURSE AND REMEDY WILL BE FOR US (OR OUR AFFILIATES), AT OUR (OR THEIR) ELECTION, TO REPLACE SUCH SUPPLIES, THE INFORMATION TECHNOLOGY SYSTEM (INCLUDING ITS SOFTWARE), ANY OTHER PRODUCTS, EQUIPMENT OR SUPPLIES YOU RECEIVE FROM US OR OUR AFFILIATES WITH ANOTHER ONE WHICH PERFORMS IN ACCORDANCE WITH SPECIFICATIONS. IN NO CASE WILL OUR LIABILITY EXCEED THE COST OF SUCH SUPPLIES, THE INFORMATION TECHNOLOGY SYSTEM (INCLUDING ITS SOFTWARE) OR ANY OTHER PRODUCTS, EQUIPMENT OR SUPPLIES WHICH YOU RECEIVE FROM US OR OUR AFFILIATES ON WHICH A CLAIM FOR DAMAGES IS BASED. HOWEVER, WE WILL ASSIGN TO YOU ANY WARRANTIES FROM THE MANUFACTURERS OF ANY OF THE COMPONENTS OF THE SERVICES, THE INFORMATION TECHNOLOGY SYSTEM (INCLUDING ITS SOFTWARE), OR ANY OTHER PRODUCTS, EQUIPMENT OR SUPPLIES YOU RECEIVE FROM US OR OUR AFFILIATES. THESE WARRANTIES MAY BE VOIDED BY MISUSE, ACCIDENT, MODIFICATION AND FAILURES FOR WHICH WE ARE NOT DIRECTLY RESPONSIBLE.