END USER LICENSE AGREEMENT
AZTUTE CORPORATION Modified as of December 10, 2021
This End User License Agreement (the "Terms") govern your use of this software (the "Software"), including all user manuals, technical manuals, and any other materials provided by Licensor, in printed, electronic, or other form, that describe the Software or its use or specifications (the "Documentation") provided to you ("you" or "your") for use pursuant to and subject to a software license agreement (the "Software License Agreement") between Aztute Corporation ("Licensor") and your employer or other person or entity who owns or otherwise lawfully controls the computer on which the Software is installed ("Licensee").
BY CLICKING THE "ACCEPT" BUTTON YOU: (I) REPRESENT THAT YOU ARE DULY AUTHORIZED BY LICENSEE TO ACCESS AND USE THE SOFTWARE; AND (II) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK THE "ACCEPT" BUTTON AND YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.
1. License Grant. Subject to your strict compliance with these Terms, Licensor hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation, as installed on the Approved Equipment and only for the purposes for which the Licensee has granted you access to the Software. “Approved Equipment” means any equipment listed on our website at http://aztute.com/approved-devices. The foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Software License Agreement between Licensor and Licensee; or
(b) your ceasing to be authorized by Licensor to use the Software for any or no reason.
2. Use Restrictions. You shall not, directly, or indirectly:
(a) use the Software or Documentation except as set forth in Section 1;
(b) copy the Software or Documentation, in whole or in part;
(c) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software or any part thereof;
(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs except as permitted by the Licensor in the Documentation or otherwise;
(e) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(f) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices included on or in the Software or Documentation, including any copy thereof;
(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise provide any access to or use of the Software or any features or functionality of the Software, for any reason, to any other person or entity, including any subcontractor, independent contractor, affiliate, or service provider of Licensee, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, 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;
(h) use the Software or Documentation in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire, or other safety response systems;
(i) use the Software or Documentation in violation of any law, regulation, or rule;
(j) use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, or that violates any applicable law; or
(k) use the Software or Documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor's commercial disadvantage.
3. Compliance Measures. The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software:
(a) beyond the scope of the license granted to under Section 1;
(b) prohibited under Section 2.
You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.
4. Collection and Use of Information.
(a) Licensor may, directly or indirectly through the services of others, collect and store information regarding use of the Software and about equipment on which the Software is installed or through which it otherwise is accessed and used as described in the Licensor’s privacy policy (https://www.aztute.com/privacy-policy) and in compliance with the terms of any agreements entered into by the Licensor with the Licensee regarding the collection of information.
(b) You agree that the Licensor may use such information for any purpose related to any use of the Software by you, including but not limited to: (i) improving the performance of the Software or developing updates; and (ii) verifying compliance with the terms of this Agreement and enforcing Licensor's rights, including all intellectual property rights in and to the Software.
5. Intellectual Property Rights. You acknowledge that you do not acquire any ownership interest in the Software under this Agreement, or any other rights to the Software other than to use the Software in accordance with the licence granted under this Agreement, subject to all terms, conditions, and restrictions. Licensor reserves and shall retain its entire right, title, and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the licence expressly granted to the Licensee in the Software License Agreement and to you under these Terms. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access.
6. Responsibility for Use of Software. You are responsible and liable for all uses of the Software and Documentation by you, directly or indirectly. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions and failures to take required actions with respect to the Software and Documentation, whether such access or use is permitted by or in violation of this Agreement.
7. Not Medical Advice. No content provided through the Software is intended to be a substitute for professional medical advice, diagnosis, or treatment. The Services do not create a doctor-patient relationship between you and the Licensor or you and the Licensee. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have been told through the Software. If you think you might have a medical emergency, call your doctor or emergency services immediately.
8. Disclaimer of Warranties. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT CONDITION OR 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 CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, THE LICENSOR PROVIDES NO CONDITION, WARRANTY, OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL YOU’RE YOUR 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.
YOU ARE PROVIDED THE SOFTWARE UNDER THE SOFTWARE LICENSE AGREEMENT BETWEEN LICENSOR AND LICENSEE, SOLELY FOR THE BENEFIT OF LICENSEE AND AT LICENSEE'S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY LICENSOR OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO LICENSEE UNDER THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN.
9. 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: (a) ANY: (I) USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; (II) LOST REVENUES OR PROFITS; (III) DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; (IV) LOSS OR CORRUPTION OF DATA; (v) LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; (VI) FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; (VII) FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; (VIII) SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; (IX) BREACHES IN SYSTEM SECURITY; OR (b) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, IN EACH CASE WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, 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.
10. Indemnification. You will indemnify, defend, and hold harmless the Licensor, its affiliates and each of their respective licensors and service providers, and their agents, shareholders, officers, directors, employees, contractors and affiliated entities (the “Releasees”) against any actual or threatened third party actions, suits, proceedings, debts, accounts, bonds, covenants, contracts, claims, liabilities, damages, grievances, executions, judgments and demands of any kind whatever (“Claims”) arising out of or based upon any breach of these Terms or from any representation or warranty contained herein and made by you which was or is at any time false, and indemnify the Releasees from all damages, costs, and lawyers’ fees finally awarded in connection with any such Claim.
11. Export Regulation. The Software may be subject to export control laws. You shall not, directly, or indirectly, export, re-export, or release the Software to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing, or otherwise making the Software available to any third party.
12. Changes. We may update these Terms from time to time in our sole discretion. You may be required to agree to updated Terms from time to time in order to continue using the Software. In the event that you do not agree to updated Terms as required by the Licensor from time to time, your license to use the Software will be deemed to have been revoked, and you will not be permitted to use the Software. We may modify the Software from time to time in our sole discretion which modifications may include, but not be limited to, the removal, addition, or modification of features within the Software, graphic and stylistic modifications, and integration with third party products or services.
13. Confidentiality. You agree that you will not disclose, divulge, reveal, report or use, for any purpose other than as required for the use of the Software hereunder or otherwise to carry out the intent of this Agreement, any Confidential Information which you have obtained through the use of the Software, except as authorized by the Licensor or as required by law. Confidential information (the "Confidential Information") means (i) any proprietary information contained in or made available through the Software that is not generally known to the public or otherwise explicitly marked as being confidential (or any variation of such term); (ii) information communicated directly in confidence; or (iii) information that would otherwise, by its nature, reasonably be expected to be viewed as proprietary or confidential by the Licensor, whether in tangible or intangible form, in whatever medium provided or accessed, whether unmodified or modified by you, whenever and however disclosed.
14. Miscellaneous. These Terms constitute the sole and entire agreement between you and Licensor with respect to the subject matter contained herein, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. These Terms are governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States applicable therein.