END USER LICENSE AGREEMENT
By installing or using the Ramplio Inc. (the “Company”) product Catlight (the “Software”) you indicate your agreement to the terms of this End User License Agreement (the “Agreement”). If you do not agree to the terms herein, you are not authorized to copy or use the Software. The Software, all images, photographs, icons, and text incorporated in the Software, is owned by Company or its suppliers and is protected by United States copyright laws and international treaty provisions. Except to the extent expressly licensed herein, all rights are reserved to Company and its suppliers. You may not reverse engineer, decompile or disassemble the Software except as set forth herein.
ATTENTION: USE OF THE SOFTWARE IS SUBJECT TO THE TERMS SET FORTH BELOW. USING THE SOFTWARE INDICATES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT ACCEPT THESE TERMS YOU ARE NOT AUTHORIZED TO USE THIS SOFTWARE.
DEFINITIONS
“Authorized Use Limits” means the specific level of use at which You are authorized to execute or run the Software. This level may be measured by any combination of the following: individual named users, maximum concurrent users, license term (i.e. perpetual or limited duration), authorized use restrictions (open source projects or commercial use) or any other level of use as specified by the Company at the time of Your entering into this Agreement.
“License Term” means the time period that the Software is licensed to You, as specified by the Company at the time of Your entering into this Agreement.
“Documentation” means any online help files or written instruction manuals and other standard end user written materials regarding the Software that may be provided by the Company from time to time that is posted online or included with the Software.
1. LICENSE GRANT
Subject to the other terms, conditions and limitations hereof, the Company grants to You during the License Term the non-transferable, non-exclusive license (a) to install and use the Software, subject to Your Authorized Use Limits, solely for Your own personal and internal business purposes (which business purposes may include use for open source projects and commercial projects) and in accordance with the Documentation; (b) to make a reasonable number of copies of the Software solely for archival and backup purposes; and (c) store or install a copy of the Software on a storage device such as a network server, used only to install or run the Software on Your other computers on an internal network up to your Authorized Use Limits. You may permit agents or contractors (including, without limitation, outsourcers) to use the Software on Your behalf solely for Your own personal and internal business purposes, provided that You are responsible for the agents', contractors' and outsourcers' compliance with this Agreement in such use. You must reproduce on all copies of the Software all copyright notices and other proprietary legends on the original copy of the Software.
The licenses granted to You in this Agreement are subject to the following additional restrictions: (i) Your use of the Software shall be limited to Your Authorized Use Limits and shall not be used either outside those Authorized Use Limits; (ii) You shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit or make the Software available to any third party except as expressly provided for in Section above.
2. OWNERSHIP
All right, title and interest in and to the Software is owned and copyrighted by the Company or its third party suppliers. Your license confers neither title to nor ownership in the Software and is not a sale of any rights in the Company. Company third party suppliers may protect their rights in the event of any violation of this License Agreement as if such suppliers were parties to this License Agreement. No license is given to you under any patent or patent application of Company.
3. COPIES AND ADAPTATIONS
Other than as provided in the License Grant section of this agreement, you may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized use of the Software. You must reproduce all copyright notices in the original Software on all copies or adaptations.
4. NO DISASSEMBLY, RECOMPILATION OR DECRYPTION
You may not disassemble or decompile the Software unless Company prior written consent is obtained. In some jurisdictions, Company consent may not be required for limited disassembly or decompilation. Upon request, you will provide Company with reasonably detailed information regarding any disassembly or decompilation. You may not decrypt the Software unless decryption is an essential step in the authorized use of the Software.
5. NO WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.
6. NO LIABILITY FOR DAMAGES
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFIT, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THIS SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, THE COMPANY’S LIABILITY FOR DIRECT DAMAGES SHALL NOT EXCEED THE LICENSE FEE, IF ANY, PAID BY YOU DIRECTLY TO THE COMPANY FOR USE OF THE PRODUCT OR ANY LICENSE FEE RECEIVED BY THE COMPANY FOR THE USE OF THE PRODUCT IF PURCHASED THROUGH AN AUTHORIZED THIRD PARTY.
7. AUTOMATIC UPDATES
Professional and Community editions of this Software will automatically update to the latest version. Enterprise edition will require administrator approval for installing updates.
8. MAINTENANCE
Professional and Community editions of this Software may automatically send anonymous usage reports to the Company. These reports may contain information related to usage of the Software, such as aggregated statistics and UI interaction patterns. They will *not* contain your data or personal information. These reports could be used by the Company to improve the quality of the Software.
9. MARKETING
By registering as a user of this Software, you agree to receive occasional marketing messages about the product. You can opt-out of this email subscription at any time. If you provide your company name during registration, the Company may display it in a list of users of Software. You can opt-out of this listing at any time by contacting us via support ticket.
10. INDEMNIFICATION
This Software is intended for use with data, media, files, and content for which you have sufficient rights to, authority for, or ownership of. It is your responsibility to ascertain whether copyrights, patents, or other licenses are needed for the content that you use in conjunction with this Software. You agree to hold harmless, indemnify and defend the Company, its officers, directors, employees and third party suppliers against any loss, damage, fine, or expense including attorney’s fees arising out of or related to any claim that you have used this Software in violation of applicable laws in your jurisdiction. It is your responsibility to abide by the laws of whichever jurisdiction you reside in.
11. TERMINATION
This Agreement shall continue for the duration of Company copyright in the Software, unless earlier terminated as provided herein. The Company may terminate your license immediately without notice to you for your failure to comply with any of the terms set forth in this Agreement. Upon termination, you must immediately destroy the Software, together with all copies, adaptations and merged portions thereof in any form. Obligations to pay accrued charges or fees shall survive the termination of this Agreement.
12. ENTIRE AGREEMENT
Unless otherwise expressly agreed in writing, this License Agreement constitutes the sole and exclusive agreement between you and Company with regard to the Software, and supersedes all prior agreements, whether oral or written, and other communications between the parties relating to the subject matter set forth herein.