Please read carefully. These govern the terms and conditions of your use of P&G Online. By scrolling to the end, and clicking on the “Accept” button below, you acknowledge that you have read and agree to the terms and conditions of this End User License Agreement.
END USER LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THIS END USER LICENSE AGREEMENT BEFORE ACCESSING OR USING P&G Online . THE SOFTWARE IS PROVIDED TO YOU IN CONNECTION WITH AN ENGAGEMENT BETWEEN THE OWNER OF THE SOFTWARE, P&G ASSOCIATES (“LICENSOR”) AND YOUR EMPLOYER.  IF YOU DO NOT AGREE TO ALL OF THE PROVISIONS OF THIS END USER LICENSE AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THE SOFTWARE. BY ACCESSING OR OTHERWISE USING THE SOFTWARE IN ANY WAY, YOU AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT.

GRANT OF LICENSE: Licensor grants to you a personal, limited, non-exclusive, non-transferable, non-assignable license to access and use the Software only in the course of the proper performance of your job duties, provided always that you adhere to all of the terms and conditions of this Agreement. The foregoing is an express limited use license and not an assignment, sale, or other transfer of the Software or any Intellectual Property Rights, as defined below, of Licensor. 

DEFINITION:  For purposes of this Agreement, the terms "you", "your," "yourself," or "user" are synonymous, and refer to any natural person that accesses or otherwise uses the Software.

ASSENT: By accessing or otherwise using the Software, you acknowledge and agree that this Agreement is a legally valid contract, the terms and conditions of which are binding on you, and you further agree to take all necessary steps to protect your password and other credentials (e.g., user name) necessary to access the Software and to otherwise ensure that others do not access the Software using your password or other credentials.

OWNERSHIP OF SOFTWARE: The Licensor and/or its affiliates own the Software and all rights relating to the Software that may exist from time-to-time in this or any other jurisdiction, whether foreign or domestic, under patent law, copyright law, trade secret law, trademark law, and other similar laws (collectively, the “Intellectual Property Rights”), regardless of whether such Intellectual Property Rights are registered or perfected and regardless of whether such Intellectual Property Rights accrue to Licensor directly or by an express or implied license from others. ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE ARE OWNED BY, AND SHALL REMAIN WITH, LICENSOR AND ITS AFFILIATES.  YOUR RIGHTS UNDER THIS AGREEMENT DO NOT DIMINISH, TRANSFER OR OTHERWISE AFFECT LICENSOR’S RIGHT, TITLE AND INTEREST IN THE SOFTWARE AND SUCH INTELLECTUAL PROPERTY RIGHTS. All rights not expressly licensed to you in this Agreement are expressly reserved by Licensor.

UNAUTHORIZED USE; COMPLIANCE WITH LAWS: 

You acknowledge that it is a violation of this Agreement to use the Software for any purpose other than the performance of your job duties.  As a condition to your use of the Software, you agree that you will not use the Software to violate the Intellectual Property Rights of others, or otherwise for any purpose that will infringe or misappropriate the Intellectual Property Rights of others, and that the Software is not intended to be used for such purposes. 

ADDITIONAL RESTRICTIONS:

(a) You are expressly prohibited from copying, modifying, merging, selling, licensing, redistributing, or transferring in any manner, the Software or any portion thereof.

(b) You are expressly prohibited from reverse engineering, decompiling, translating, disassembling, deciphering, decrypting, or otherwise attempting to discover the source code of the Software, which contains proprietary material of Licensor and/or other third parties. You may not otherwise modify, alter, adapt, or merge the Software.

(c) You may not remove, alter, deface, or otherwise obscure patent, trademark, service mark, logo or copyright notices contained in the Software.

(d) If you are not a citizen of the United States of America, you agree that you will not access or use the Software without first obtaining express written consent from the Licensor. You acknowledge that the exportation of the Software or any part of the Software may be a criminal violation of United States laws governing the export of technology, and that assisting a person who is not a citizen of the United States of America may constitute illegal exportation of the Software, even if you and such person are located in the United States of America.

(e) You may not publish or distribute in any form of electronic or printed communication the materials within or otherwise related to the Software, including but not limited to the object code and any documentation and help files.

TERM: This Agreement is effective when you first access or use the Software and shall remain in effect for so long as your employer has an active engagement with Licensor or until your employer and Licensor otherwise agree (the “Term”). At the end of the Term, you agree to cease accessing or using the Software.

TERMINATION:  Your right to use the Software automatically terminates without further act on the part of Licensor if you use the Software for purposes that are prohibited by this Agreement or otherwise violate any of the terms of this Agreement.

GOVERNING LAW: This License Agreement shall be governed by the laws of the State of New York, and any disputes arising in respect of it shall be determined in the exclusive jurisdiction of the state and federal courts located in New York County, State of New York. 

LICENSOR'S WARRANTIES AND DISCLAIMER:

THE SOFTWARE IS PROVIDED "AS IS" AND AS AN ACCOMMODATION TO YOU AND YOUR EMPLOYER.   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, LICENSOR MAKES NO WARRANTY THAT  (i) THE SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE QUALITY OF THE SOFTWARE WILL MEET YOUR EXPECTATIONS, AND/OR (iv) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED .  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR OR ITS SUPPLIERS ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE OF ANY MACHINE, COMPUTER OR TELEPHONIC DEVICE, DATA OR PROFITS, WHETHER OR NOT LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE.  IN NO EVENT SHALL LICENSOR’S LIABILITY TO LICENSEE HEREUNDER, WHETHER IN CONTRACT, TORT, EQUITY OR ANY OTHER LEGAL THEORY, EXCEED AN AMOUNT GREATER THAN THE AGGREGATE FEES PAID TO LICENSEE IN THE YEAR PRECEDING THE DATE LICENSEE’S CLAIM FOR DAMAGES FIRST AROSE.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

THE LIMITATIONS OF DAMAGES OR LIABILITY AND THE DISCLAIMERS OF WARRANTIES SET FORTH IN THIS AGREEMENT ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR, YOU AND YOUR EMPLOYER. YOU ACKNOWLEDGE AND AGREE THAT LICENSOR WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS AND THAT LICENSOR HAS SET ITS PRICES FOR THE SOFTWARE IN RELIANCE UPON SUCH LIMITATIONS OF DAMAGES AND LIABILITY AND DISCLAIMERS OF WARRANTIES.

COSTS: You agree to reimburse Licensor for all costs and expenses, including legal fees,  incurred by Licensor in the enforcement of any of its rights hereunder.

SEVERABILITY: In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefore.

ENTIRE AGREEMENT: This License Agreement sets forth the entire understanding and agreement between you and Licensor and supersedes all prior agreements, whether written or oral, with respect to the Software, and may be amended only in a writing signed by you and Licensor.