PLEASE READ THIS END USER LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SERVICES. THIS AGREEMENT REPRESENTS A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND XOPOLIS, INC. ("WE," "US,” "OUR" or “LICENSOR”) FOR THE USE OF THE SERVICE/SOFTWARE.
BY DOWNLOADING, INSTALLING, OR USING THE SERVICE/SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SERVICE/SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SERVICE/SOFTWARE.
This Agreement is effective between you and Licensor as of the date you first download, install, or use the Service/Software, whichever is earliest. You are responsible for reading and complying with any amended version of this Agreement that is made available by Licensor via the Service/Software or the applicable web browser download page or that is available at EULA.
Subject to the terms and conditions of this EULA, we grant you a non-exclusive, non-transferable, limited, and revocable license to use the Service/Software for commercial purposes. You may not copy, modify, distribute, sell, or transfer the Service/Software or any part thereof.
You may not 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 Service/Software.
Without limiting the generality of anything herein, you acknowledge and agree that the Service/Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Service/Software.
Without limiting the generality of anything herein, you are responsible for complying with applicable laws and government regulations in your use of the Service/Software.
The Service/Software is owned and copyrighted by the licensor. All rights not expressly granted in this EULA are reserved by the licensor. You acknowledge that the Service/Software and its source code contain valuable trade secrets and other intellectual property of the licensor. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service/Software.
For any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) you provide or otherwise make available to Licensor, whether related to the Service/Software or otherwise:
You represent and warrant that, in connection with your use of the Service/Software, you will supply truthful and accurate information to Licensor and will comply with all applicable laws.
THE SERVICE/SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE EXTENSION WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE/SOFTWARE WILL BE CORRECTED.
IN NO EVENT WILL LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
You agree to indemnify and hold Licensor and its officers, directors, employees, agents, affiliates, successors and assigns harmless from and against any and all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or related to your breach of this EULA or your use of the Service/Software.
You may not assign or transfer this EULA or any rights or obligations hereunder, in whole or in part, without our prior written consent. Any attempted assignment or transfer in violation of this section shall be void and of no effect. We may assign this EULA without restriction.
This EULA will terminate automatically if you fail to comply with any of its terms and conditions. Upon termination, you must immediately cease all use of the Service/Software. Licensor may terminate this EULA at any time, with or without notice, for any reason or no reason. Upon termination, all rights and obligations of the parties shall cease, except that any rights or obligations which by their nature should survive termination shall survive.
If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
These EULA are governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to agreements made and to be entirely performed within the Commonwealth of Virginia, without regard to its conflict of law principles. Any dispute shall be brought in Fairfax County, Virginia. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Virginia.
In the event of litigation to enforce this EULA, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs.
You may not use or otherwise export or re-export the Service/Software except as authorized by United States law and the laws of the jurisdiction in which the Service/Software was obtained. In particular, but without limitation, the Service/Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service/Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Service/Software for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
You acknowledge and agree that the Service/Software contains confidential and proprietary information of Licensor. You shall not disclose such Confidential Information to any third party and shall use such Confidential Information only as necessary in exercising your rights and obligations under this EULA.
This EULA is the entire agreement between you and Licensor and supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this EULA. This EULA may be amended only by a writing signed by both parties. No waiver of any of the provisions of this EULA shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this EULA is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. You may not assign or transfer this EULA or any rights hereunder, by operation of law or otherwise, without our prior written consent and any attempt by you to do so, without such consent, will be void. This EULA shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.
We reserve the right to amend this EULA at any time and without prior notice. Any changes will be effective immediately upon posting on our website.
If you have any questions about this EULA, please contact us at firstname.lastname@example.org or mail us at:Xopolis Inc