Pelorus Technology End User License Agreement (EULA)
This document governs the use of Pelorus Technology software, which may include associated software, media, printed materials, and “online” or electronic documentation (individually and collectively, “Products”) provided to you the Customer. The Customer does not own the Products and the use thereof is subject to certain rights and limitations of which Pelorus Technology must inform you. Your right to use the Products is subject to the terms of your agreement with Pelorus Technology, and to your understanding of, compliance with, and consent to the following terms and conditions, which Customer does not have authority to vary, alter, or amend.
“Client Software” means software that is installed on a Device that allows the Device to access or utilize the Products. “Device” means each of a computer, workstation, terminal, handheld PC, pager, telephone, personal digital assistant, “smart phone,” server or any other hardware where software can be installed that would allow End User to interact with the Product. “End User” means an individual or legal entity that obtains Software Services directly from Customer, or indirectly through a Software Services Reseller. “Redistribution Software” means the software described in Paragraph 4 (“Use of Redistribution Software”) below. “Software Services” means services that Pelorus Technology provides to you that make available, display, run, access, or otherwise interact, directly or indirectly, with the Products. Pelorus Technology must provide these services from data center(s) through the Internet, a telephone network or a private network, on a rental, subscription or services basis, whether or not Pelorus Technology receives a fee. Software Services exclude any services involving installation of a Product directly on any End User device to permit an End User to interact with the Product.
2. OWNERSHIP OF PRODUCTS.
The Products are licensed to the Customer from Pelorus Technology or an affiliate of Pelorus Technology (collectively “Pelorus”). Pelorus Technology Products are protected by copyright and other intellectual property rights. Products and other Product elements including but not limited to any images, photographs, animations, video, audio, music, text and “applets” incorporated into the Products are owned by Pelorus Technology or its suppliers. You may not remove, modify, or obscure any copyright trademark or other proprietary rights notices that are contained in or on the Products. The Products are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Products does not transfer any ownership of the Products or any intellectual property rights to you.
3. USE OF CLIENT SOFTWARE.
You may use the Client Software installed on your Devices only in accordance with your agreement with Pelorus Technology and the terms under this document. The terms of this document permanently and irrevocably supersede the terms of any Pelorus Technology End User License Agreement that may be presented in electronic form during the installation and/or use of the Client Software.
4. USE OF REDISTRIBUTION SOFTWARE.
In connection with the Products provided to you by Pelorus Technology, you may have access to certain “sample,” “redistributable” and/or software development software code and tools (individually and collectively “Redistribution Software”). You may use, copy and/or install the Redistribution Software only in accordance with the terms of your agreement with Pelorus Technology and this document.
You may not make any copies of the Products; provided, however, that you may (a) make one copy of Client Software on your Device as expressly authorized by Pelorus Technology; and (b) you may make copies of certain Redistribution Software in accordance with Paragraph 4 (Use of Redistribution Software). You must erase or destroy all such Client Software and/or Redistribution Software upon termination or cancellation of your agreement with Pelorus Technology, upon notice from Pelorus Technology or upon transfer of your Device to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Products.
6. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY.
You may not reverse engineer, decompile, or disassemble the Products, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
7. NO RENTAL.
You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Products to any third party, and may not permit any third party to have access to and/or use the functionality of the Products.
Without prejudice to any other rights, Pelorus Technology may terminate your rights to use the Products if you fail to comply with these terms and conditions. In the event of termination or cancellation of your agreement with Pelorus Technology under which the Products are licensed, you must stop using and/or accessing the Products, and destroy all copies of the Products and all of their component parts within thirty (30) days of the termination of your agreement with Pelorus Technology.
9. NO WARRANTIES, LIABILITIES OR REMEDIES BY Pelorus Technology.
Pelorus Technology disclaims, to the extent permitted by applicable law, all warranties and liability for damages by Pelorus Technology or its suppliers for any damages and remedies whether direct, indirect or consequential, arising from the Product.
10. PRODUCT SUPPORT.
Any support for the Product is provided to you by Pelorus Technology or a third party on Pelorus Technology’s behalf.
11. NOT FAULT TOLERANT.
The Products are not fault-tolerant and are not guaranteed to be error free or to operate uninterrupted. You must not use the Products in any application or situation where the Product(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).
12. EXPORT RESTRICTIONS.
The Products are subject to U.S. export jurisdiction. Pelorus Technology must comply with all applicable laws including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
13. LIABILITY FOR BREACH.
In addition to any liability you may have to Pelorus Technology, you agree that you will also be legally responsible directly to Pelorus Technology for any breach of these terms and conditions.
14. INFORMATION DISCLOSURE.
You must permit Pelorus Technology to disclose any information requested under the agreement.