End User License Agreement (EULA) for HighByte Beta Software
This End User License Agreement (this "Agreement") is a binding agreement between HighByte, Inc. ("Licensor") and you and the entity that you represent (“You” or "Licensee").
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD/INSTALL/USE THE SOFTWARE OR DOCUMENTATION.
1. License Grant and Scope. Subject to and conditioned upon Licensee's strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license for a period of thirty days to use the software and documentation you are about to download (the “Product”), solely for your internal evaluation purposes and only in your organization.
2. Third-Party Materials. The Product includes/may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials, if any, included in the Product and provided under Third-Party Licenses can be found at [Installation-Directory]\Docs\Third-Party. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
3. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
4. Responsibility for Use of Product. Licensee is responsible and liable for all uses of the Product through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Product by its Authorized Users or by any other person to whom Licensee or an authorized user may provide access to or use of the Product, whether such access or use is permitted by or in violation of this Agreement.
5. Maintenance and Support. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Product (collectively, "Support"). Any such Support for the Product that may be made available by Licensor in its sole discretion shall become part of the Product and subject to this Agreement. The Product is subject to modification from time to time at Licensors’ sole discretion, for any purpose deemed appropriate by Licensor.
6. Collection and Use of Information. Licensee will own any data, templates, and data models that it uploads to or builds using the Product (“Your Data”).
7. Intellectual Property Rights. Licensee acknowledges and agrees that the Product is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Product under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Product and all intellectual property rights arising out of or relating to the Product, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard the Product from infringement, misappropriation, theft, misuse, or unauthorized access.
8. Term and Termination. You may terminate this Agreement and the license granted herein at any time by sending an email to Licensor at info@highbyte.com. Licensor may terminate this Agreement and the license granted herein immediately if Licensee breaches any provision of this Agreement, or for any reason or no reason upon five (5) days prior notice to Licensee (email shall suffice). Upon any termination of this Agreement, all licenses granted hereunder shall automatically terminate and Licensee shall immediately cease all use of the Product. Sections 2 and 6 through 10 shall survive termination of this Agreement.
9. Warranty Disclaimer. THE PRODUCT IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED PRODUCT WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).
11. Indemnification. Licensee agrees that Licensor shall have no liability whatsoever for any use Licensee or any third party makes of the Product. Licensee hereby agrees to indemnify and hold harmless Licensor from any and all damages, liability, costs, and expenses (including attorney’s fees) arising from third party claims related to Licensor’s use, and Licensor’s customers’ use, of the Product.
12. Export Controls. Licensee shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Product in violation of any such restrictions, laws or regulations. By downloading or using the Product, the Licensee is agreeing to the foregoing and is representing and warranting that Licensee is not located in, under the control of, or a national or resident of any restricted country or on any such list.
13. Miscellaneous. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Maine. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT LICENSEE IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD/INSTALL/USE THE SOFTWARE OR DOCUMENTATION.
1. License Grant and Scope. Subject to and conditioned upon Licensee's strict compliance with all terms and conditions set forth in this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited license for a period of thirty days to use the software and documentation you are about to download (the “Product”), solely for your internal evaluation purposes and only in your organization.
2. Third-Party Materials. The Product includes/may include software, content, data, or other materials, including related documentation, that are owned by Persons other than Licensor and that are provided to Licensee on licensee terms that are in addition to and/or different from those contained in this Agreement ("Third-Party Licenses"). A list of all materials, if any, included in the Product and provided under Third-Party Licenses can be found at [Installation-Directory]\Docs\Third-Party. Licensee is bound by and shall comply with all Third-Party Licenses. Any breach by Licensee or any of its Authorized Users of any Third-Party License is also a breach of this Agreement.
3. Use Restrictions. Licensee shall not, and shall require its Authorized Users not to, directly or indirectly:
- use the product beyond the scope of the license granted under Section 1;
- provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, with access to or use of the Product;
- modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Product or any part thereof;
- combine the Product or any part thereof with, or incorporate the Product or any part thereof in, any other programs;
- reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Product or any part thereof;
- remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Product, including any copy thereof;
- copy the Product, in whole or in part;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Product, or any features or functionality of the Product, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
- use the Product in violation of any law, regulation, or rule; or
- use the Product for purposes of competitive analysis of the Product, the development of a competing software product or service, or any other purpose that is to the Licensor's commercial disadvantage.
4. Responsibility for Use of Product. Licensee is responsible and liable for all uses of the Product through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Product by its Authorized Users or by any other person to whom Licensee or an authorized user may provide access to or use of the Product, whether such access or use is permitted by or in violation of this Agreement.
5. Maintenance and Support. This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Product (collectively, "Support"). Any such Support for the Product that may be made available by Licensor in its sole discretion shall become part of the Product and subject to this Agreement. The Product is subject to modification from time to time at Licensors’ sole discretion, for any purpose deemed appropriate by Licensor.
6. Collection and Use of Information. Licensee will own any data, templates, and data models that it uploads to or builds using the Product (“Your Data”).
7. Intellectual Property Rights. Licensee acknowledges and agrees that the Product is provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Product under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. Licensor reserves and shall retain its entire right, title, and interest in and to the Product and all intellectual property rights arising out of or relating to the Product, except as expressly granted to the Licensee in this Agreement. Licensee shall use commercially reasonable efforts to safeguard the Product from infringement, misappropriation, theft, misuse, or unauthorized access.
8. Term and Termination. You may terminate this Agreement and the license granted herein at any time by sending an email to Licensor at info@highbyte.com. Licensor may terminate this Agreement and the license granted herein immediately if Licensee breaches any provision of this Agreement, or for any reason or no reason upon five (5) days prior notice to Licensee (email shall suffice). Upon any termination of this Agreement, all licenses granted hereunder shall automatically terminate and Licensee shall immediately cease all use of the Product. Sections 2 and 6 through 10 shall survive termination of this Agreement.
9. Warranty Disclaimer. THE PRODUCT IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCT, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE LICENSOR PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED PRODUCT WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE PRODUCT; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR'S MAXIMUM AGGREGATE LIABILITY EXCEED ONE HUNDRED DOLLARS ($100).
11. Indemnification. Licensee agrees that Licensor shall have no liability whatsoever for any use Licensee or any third party makes of the Product. Licensee hereby agrees to indemnify and hold harmless Licensor from any and all damages, liability, costs, and expenses (including attorney’s fees) arising from third party claims related to Licensor’s use, and Licensor’s customers’ use, of the Product.
12. Export Controls. Licensee shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Product in violation of any such restrictions, laws or regulations. By downloading or using the Product, the Licensee is agreeing to the foregoing and is representing and warranting that Licensee is not located in, under the control of, or a national or resident of any restricted country or on any such list.
13. Miscellaneous. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Maine without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Maine. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
