YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS APPLICATION.
This End User License Agreement ("EULA") is a legal agreement between you and Wallrust Inc. (the .Company.) granting you certain rights to access and use Wallrust's Caret software application (the "Software") together with any user manuals and on-line help functions that the Company may update from time to time ("Documentation").
1. Accepting the EULA
a) In order to use the Software, you must firstly agree to the EULA. You may not use the Software if you do not accept the Terms.
b) You can accept the EULA by:
i. clicking to accept or agree to the Terms, where this option is made available to you by the Company in the user interface of the Installation Software; or
ii. by actually using the Software. In this case, you understand and agree that the Company will treat your use of the Software as acceptance of the EULA from this point onwards.
c) You may not use the Software and may not accept the EULA if (a) you are not of legal age to form a binding contract with Company, or (b) you are a person barred from receiving the services provided by Software under the laws of the United States or other countries including the country in which you are resident or from which you use the Software. d)Before you continue, you should print off or save a local copy of the EULA for your records.
2. Language of the EULA
a) Where Company has provided you with a translation of the English language version of the Software, Documentation or EULA, then you agree that the translation is provided for your convenience only and that the English language versions of the Software, Documentation and EULA will govern your relationship with Company.
b) If there is any contradiction between what the English language version of the Software, Documentation or EULA says and what a translation says, then the English language version shall take precedence.
a) Grant of Rights
Company hereby grants you a personal, nonexclusive, nontransferable, worldwide, limited license to use the Software and Documentation in accordance with the terms outlined herein.
You understand and agree that you are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. You understand and agree that you will not use your account in a misleading or unlawful manner. Company, at its sole discretion, reserves the right to change or remove any description or keyword that it considers inappropriate. You must immediately notify Company of any unauthorized uses of your account or any other breaches of security. Company will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions. Without limiting any representations or warranties, Company has the right, but not the obligation, in Company's sole discretion (i) to refuse or remove any contents you use, or (ii) to terminate or deny access to and use of Company's web site to any individual or entity for any reason.
4. Representations and License Restrictions
You represent and warrant that no content you use in connection with the Software infringes upon (either directly or indirectly), or otherwise violates any intellectual property rights owned or controlled by a third party. You represent and warrant that there have been no claims or proceedings pending or threatened against you and that you have not received any notice of a third party claim or proceeding (i) alleging that any content you have or plan to use in connection with the Software infringes upon or constitutes unauthorized use of the intellectual property rights of another, or (ii) challenging the ownership, the right to use, or validity of the content you have or plan to use in connection with the Software. or (ii) challenging the ownership, the right to use, or validity of the content you have or plan to use in connection with the Software.
b) License Restrictions
You hereby understand and agree not to do the following:
i. Duplicate, modify, reverse compile, disassemble or otherwise reverse-engineer the Software in whole or part;
ii. Lend, transfer, distribute, or grant any rights in the Software in any form to any person;
iii. Create derivative works based upon the Software or the documentation in whole or in part;
iv. Defeat, disable or circumvent any protection mechanism related to the Software or Documentation;
v. Grant unauthorized access to the Software to any third party;
vi. Violate the systems security or authentication measures, interfere with services to any user, host, or network by virtue of, for example, mail bombing, flooding, deliberately attempting to overload the system, or broadcast attacks;
vii. Forge any TCP-IP packet header or any part of the header information in an email, or a newsgroup posting, or a website;
viii. Intentionally or unintentionally violate any applicable local, state, national or international law; or
ix. Export any part of the Software in violation of any laws or regulations, including U.S. Department of Commerce Export Administration regulations;
x. Remove any copyright notice or licensing information contained in the Software.
Company (or its licensors, if any) owns and retains all title, copyright, trademark and other proprietary rights in and to the Software. This EULA is NOT a sale of the Software or any copy of it. Except for the rights expressly granted above, this EULA transfers to you no right, title, or interest in the Software, the Documentation, or any copyright, patent, trademark, trade secret or other intellectual property or proprietary right in the Software or the documentation. The Software is protected by applicable intellectual property laws, including United States copyright laws and international treaties. This EULA confers no rights of ownership to you other than those rights of use specifically described herein.
Any content or information you use and/or upload in connection with your use of the Software will be deemed NOT to be confidential. By uploading or sending Company any information or content (including, but not limited to, comments, feedback, bug reports, piracy reports, or product suggestions) and notwithstanding the language that might accompany any such information and/or content, if any, you grant Company an unrestricted, irrevocable, worldwide license to use, reproduce, display, perform, modify, transmit and distribute such content or information, and you also agree that Company is free to use any ideas, concepts, know-how or techniques that you send to Company for any purpose.
This EULA will be terminated automatically and without notice from Company if you fail to comply with any term or condition outlined herein.
8. Warranty Disclaimer and Limitation of Liability
You expressly acknowledge and agree that the use of the Software and its documentation is at your sole risk.
The Software and documentation are provided AS IS. THE COMPANY MAKES NO WARRANTY OF ANY KIND TO YOU, THE END USER AND THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL COMPANY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR PERFORMANCE OF OR OUTPUT OBTAINED FROM THE SOFTWARE, NOR FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOSS OF USE, COST OF COVER, OR LOST PROFITS, HOWEVER ARISING, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Company's total inability to you for all damages, losses and cause of action (whether in contract, tort, including negligence, or otherwise) exceed the amount paid by you for the Software and its documentation.
YOU AGREE TO INDEMNIFY AND HOLD COMPANY AND ITS SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CO-BRANDERS AND OTHER PARTNERS, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING ANY ATTORNEYS' FEES, COMPANY (OR THE OTHER INDEMNITEES) MAY INCUR RESULTING FROM OR ARISING OUT OF YOUR ACTIONS AND/OR ANY MATERIALS AND/OR CONTENT YOU USE IN CONNECTION WITH THE SOFTWARE, YOUR VIOLATION OF THIS END USER LICENSE AGREEMENT, OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER.
10. No Waiver or Assignment
No delay or failure to take action under this License will constitute a waiver and no single waiver will constitute a continuing or subsequent waiver.
If for any reason a court of competent jurisdiction finds any provision of this agreement, or potion thereof, to be unenforceable, that provision of the agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this agreement shall continue in full force and effect.
12. Export Law Assurances
You agree that the Software will not be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States.
13. Controlling Law
By accessing and using the Software, you and Company agree that all matters relating to your access to, or use of, the Software shall be governed by and construed in accordance with the statutes and laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws principles thereof.
14. Software Updates and Support
The terms of this EULA will govern any updates or upgrades that maybe provided by the Company that replace or supplement the original Software, unless there is a new EULA in which case the terms of that EULA will govern. The Company does not guarantee any further updates or upgrades of the Software for you or free of charge.
15. Not for Mission Critical Use
You warrant that you understand and agree that the software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems, mines, or any environment where a software, computer, mobile phone, or handheld device defect or failure could result is injury to persons or physical damage. The Company specifically disclaims any express or implied warranty of fitness for such purposes.
Any notice that may or must be given by Company in connection with this EULA or in connection with the use of the Software may be given by sending it to the email address provided by you upon registering to download/use the Software. You are responsible for ensuring that your accurate email address is available to Company. Company may, in its sole discretion, use other means of providing notice, such as, but not limited to, regular, certified, or registered mail, when appropriate. All such notices shall be deemed given when dispatched. You hereby consent to receiving notice by any such means. Notwithstanding the foregoing, Company has no obligation to provide notice or attempt to locate a customer other than through the email address provided.
16. Entire Agreement
This License constitutes the entire agreement between you and the Company with respect to the use of the Software and its documentation, and supersedes all prior or contemporaneous understandings or agreements, if any, written or oral, regarding such subject matter. There shall be no contract for purchase or sale of the Software except for the license upon the terms and conditions specified in this EULA. Any additional or different terms or conditions proposed by you or contained in any written or oral communication with Company are hereby rejected and shall be of no force and effect unless expressly agreed to in writing by Company.
In the event of any termination, expiration, or cancellation, the restrictions on your use of the Software and the other applicable restrictions as set forth in Section 4(b) (License Restrictions), Section 5 (Ownership), Section 8 (Warranty Disclaimer and Limitation of Liability), Section 9 (Indemnity), Section 13 (Controlling Law), Section 15 (Notice) and Section 17 (Survival) shall survive such termination, expiration, or cancellation, and you agree to remain bound by those terms.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END USER LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE END USER LICENSE AGREEMENT BETWEEN YOU AND COMPANY WHICH SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND COMPANY RELATING TO THE SUBJECT MATTER OF THIS END USER LICENSE AGREEMENT.