REVOLUTION COMPUTING End User License Agreement
IMPORTANT-READ CAREFULLY: THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A BINDING AGREEMENT COVERING YOUR USE OF the REVOLUTION COMPUTING (“REVOLUTION COMPUTING”) SOFTWARE (the “SOFTWARE”). BY ACCESSING OR USING THE SOFTWARE AND ANY ASSOCIATED MEDIA, PRINTED OR ELECTRONIC USER MANUALS OR GUIDES OR INSTRUCTIONS REGARDING USE OF THE SOFTWARE (THE “DOCUMENTATION”), YOU (THE “LICENSEE”) AGREE TO ALL THE TERMS OF THIS AGREEMENT REGARDING YOUR USE OF THE SOFTWARE AND DOCUMENTATION. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SOFTWARE. LICENSEE HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE OR DISTRIBUTE THE SOFTWARE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY ALL THESE TERMS. THE “EFFECTIVE DATE” FOR THIS AGREEMENT SHALL BE THE DAY LICENSEE FIRST ACCESSES THE SOFTWARE.
1.LICENSE GRANT. Subject to the terms and conditions of this Agreement, REvolution Computing grants to Licensee, solely during the Term (defined below), a non-exclusive, non-transferable, revocable, non-sublicensable, fully paid-up, limited license to use, improve and redistribute the Software (in binary form only) in any manner consistent with the terms and policies under which the Ubuntu operating system is distributed.
2.NO OTHER RIGHTS. Except as expressly set forth in Section 1, no licenses of any kind are granted hereunder, whether by implication, estoppel or otherwise. Without limiting the generality of the foregoing, you will not, nor permit any third party to translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or otherwise attempt to discover the source code of all or any portion of the Software or remove any proprietary markings, copyright, notices, logos, trademarks, trade names or labels on the Software and/or Documentation. To the extent that any of the foregoing restrictions in this Agreement do not comply with the terms and policies under which the Ubuntu operating system is distributed, such restrictions in this Agreement will not apply.
3.Third Party Software. Certain third party components provided in or with the Software (“Third Party Components”) are subject to various other terms and conditions imposed by the licensors of such Third Party Components. Licensee may view the relevant licenses and /or notices for such Third Party Components at [www.revolution-computing.com/__________]. Licensee’s use of the Third Party Components is subject to and governed by these Third Party Component licenses, except that this Section 3 and Section 8 (No Warranty) and Section 9 (Limitation of Liability) of this Agreement also govern Licensee’s use of the Third Party Components. Licensee agrees to comply with the terms and conditions contained in all such Third Party Component licenses.
4.FEES. Subject to the terms of this Agreement, the Licensee shall have the right to use the Software free of charge during the Term.
5.NO SUPPORT. The license granted under this Agreement does not include the right to receive any support for the Software by REvolution Computing.
6.OWNERSHIP. All right, title and interest in and to the Software, any intellectual property embodied therein, and any improved, updated, modified or additional parts thereof shall at all times remain the property of REvolution Computing and its third party licensors, as applicable. Nothing herein shall give or be deemed to give Licensee any right, title or interest in or to the same, except as expressly provided in this Agreement. All rights not expressly granted to Licensee are hereby reserved by REvolution Computing and its third party licensors.
7.CONFIDENTIALITY. Licensee acknowledges that Licensee may have access to, and REvolution Computing may disclose to Licensee, certain information that REvolution Computing considers confidential and proprietary concerning the Software, including, without limitation, information regarding the development and functionality of the Software, or any part thereof (“Confidential Information”). Licensee agrees not to use the Confidential Information for Licensee’s own benefit or the benefit of any third party. Licensee further agrees not to disclose the Confidential Information to any third party. Licensee shall have no obligation of confidentiality for any Confidential Information that: (i) now or hereafter becomes generally known or available through no act of Licensee; (ii) is known by Licensee without restriction on disclosure at the time Licensee receives such Confidential Information from REvolution Computing, as evidenced by written records; (iii) is hereafter furnished to Licensee by a third party without restriction on disclosure; or (iv) is independently developed by Licensee without use of or reference or access to the Confidential Information.
8.NO WARRANTY. Licensee agrees that neither REvolution Computing nor any of its third-party licensors nor their agents or representatives shall be responsible for loss, destruction, or alteration of programs, data and other information resulting from Licensee’s use of the Software. LICENSEE expressly acknowledgeS and agreeS that the use of the Software is at LICENSEE’S own risk. THE SOFTWARE IS PROVIDED TO LICENSEE ON AN “AS IS” BASIS and without any warranty of any kind. REVOLUTION COMPUTING expressly disclaims all warranties, express, implied, statutory or otherwise, including without limitation, the implied warranties of merchantability, fitness for a particular purpose and noninfringement of third party rights. REVOLUTION COMPUTING does not warrant that the functions contained in the SOFTWARE will meet LICENSEE’S requirements, or that the operation of the SOFTWARE will be uninterrupted or error-free, or that defects in the software will be corrected. no oral or written information or advice given by REVOLUTION COMPUTING or its authorized representatives shall create a warranty. some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to LICENSEE.
9.LIMITATION OF LIABILITY. IN NO EVENT SHALL REVOLUTION COMPUTING BE LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DATA, OR BUSINESS OPPORTUNITY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF REVOLUTION COMPUTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE. REVOLUTION COMPUTING’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL REvolution Computing’s TOTAL, AGGREGATE LIABILITY ARISING FROM OR IN ANY WAY RELATED TO THE SOFTWARE OR THIS AGREEMENT EXCEED FIVE HUNDRED DOLLARS (US$500).
THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
The sections on limitation of liability and no warranty allocate the risks in the Agreement between the parties. This allocation is an essential element of the basis of the bargain between the parties.
10.TERM AND TERMINATION.
10.1Term. This Agreement is effective as of the Effective Date, and will continue in effect unless otherwise terminated pursuant to the provisions herein (“Term”).
10.2Termination. Licensee may terminate this Agreement for any reason or no reason, at any time, by ceasing all use of the Software and Documentation. This Agreement will terminate immediately without notice from REvolution Computing if Licensee fails to comply with any provision of this Agreement
10.3Effects of Termination. Upon termination of this Agreement, (i) Licensee shall immediately cease using the Software and Documentation, and (ii) Licensee shall certify in writing to REvolution Computing, upon REvolution Computing’s written request, that Licensee has destroyed all documents and other tangible items that Licensee has received or created pertaining, referring or relating to the Confidential Information of REvolution Computing and its third party licensors.
10.4Survival. Except for Sections 1 (“License Grant), 10.1 (“Term”), and 10.2 (“Termination”), all Sections of this Agreement shall survive termination.
11.Restricted Rights. The Software under this Agreement is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
12.GENERAL PROVISIONS. Licensee agrees to use the Software in a lawful manner and in accordance with its intended usage. Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software, or any part thereof, in violation of any such restrictions, laws or regulations, or without all necessary approvals. This Agreement may not be assigned by Licensee to any other party without the express written approval of REvolution Computing. Any assignment in violation of the foregoing shall be void. This Agreement shall inure to the benefit of the parties’ respective successors and permitted assigns. All notices shall be in writing and shall be delivered by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). This Agreement shall be governed by and construed in accordance with the substantive laws of the state of Connecticut. The parties agree the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by a duly authorized representative of each party. The parties agree that this Agreement is the entire agreement between the parties regarding the subject matter hereof and supersedes all previous and contemporaneous agreements, understandings and communications, oral or written, including, without limitation, purchase orders and invoices, relating to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, such provision shall modified to the least degree necessary to make it legal, valid and enforceable, while retaining to the maximum extent possible the intent of the parties, and all other terms of this Agreement shall not be affected thereby and remain in full force and effect.
