END USER LICENSE AGREEMENT
NOTICE – YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT BY INSTALLING, HAVING INSTALLED, COPYING, OR OTHERWISE USING THE SOLUTION. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE SOLUTION.
This End User License Agreement, hereinafter as “EULA”, between You, hereinafter as End User or Client, and Goldilock Secure Limited, hereinafter as “GOLDILOCK”, establishes Client’s use of the Hardware, Software, Firmware and/or Services, hereinafter as TruAirgap™, hereinafter as SOLUTION, as well as any other Terms and Conditions specified in any GOLDILOCK product Client acquires.
Whereas, GOLDILOCK desires to license its proprietary SOLUTION to Client, and Client desires to license such SOLUTION from in accordance with the terms and conditions set forth in this Agreement.
- LICENSE AND GRANT TO USE
- Subject to the payment of the applicable SOLUTION fees, and subject to Client’s approval of the terms and conditions of this EULA, GOLDILOCK hereby grants the Client a non-exclusive and non-transferable license to use the acquired SOLUTION, for the Validity Period, and solely for Client’s own internal business operations.
- Client is entitle to purchase additional parts of the SOLUTION which will be bound to the EULA.
- Upgrades of SOLUTION’s Software and/or Firmware can be used by Client, when available, if Client is under an active support agreement covering the applicable SOLUTION.
- Client may use any document or manual related to the installation and usage solely as support of the licensed SOLUTION.
- Client may, as reasonably necessary for back-up, archival or disaster recovery purpose, copy part of the Software/Firmware.
- The use of the SOLUTION must comply with this Agreement as well as with the conditions of the quote and purchase order(s) describing the scope of the SOLUTION.
- Client is not allowed to redistribute, sublicense, rent, sell, resell, transfer, assign, lend, or otherwise commercially exploit or make available to any third party the SOLUTION in any way; not modify or make derivative works based upon the SOLUTION.
- User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the SOLUTION.
- The use of the SOLUTION’s software and/or firmware may require an “activation key” from GOLDILOCK for full functionality. Client agrees no attempt to “hack,” “crack,” or otherwise override this activation key.
- Client may not do any attempt of reverse engineer, decompile, disassemble, access the source code of any part of the SOLUTION, build a competitive product or service by using similar ideas, features, functions or graphics, or any purposes of investigating possible patent infringement.
- Client may not remove or obscure any copyright and trademark notices relating to the SOLUTION.
- INTELLECTUAL PROPERTY OWNERSHIP
- This EULA gives Client limited rights to use the SOLUTION and DOES NOT sell or transfer ownership in, or grants any license to, any Intellectual Property Rights. GOLDILOCK retains exclusively all rights, title and interest in and to the SOLUTION, the Documentation, all current and future modifications to the SOLUTION, and all copyrights, patents, logos, brands, names, trade secrets, patent rights, trademarks, and any other intellectual property rights, all protected by patent, copyright, trade secret and trademark laws and international treaties.
- All rights not specifically granted to Client in this EULA are reserved by GOLDILOCK. Client will not take any action to jeopardize, limit or interfere in any manner with GOLDILOCK’s ownership of and rights with respect to the SOLUTION.
- Client agrees to take all reasonable steps to keep the confidentiality of, and proprietary rights to, the SOLUTION and related documentation. Client agrees that will not use it for Client’s own benefit or the benefit of any third-party except for purposes expressly provided for in this EULA, or disclose the Confidential Information to any third party.
- Client agrees that any suggestion, recommendation, feedback, or request done in relation to the SOLUTION’s functionalities to grant GOLDILOCK a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into the Licensed SOLUTION.
- GOLDILOCK warrants that for a limited period of 90 days from the date of delivery, the SOLUTION will perform accordingly to the specifications and documents. This limited warranty shall not cover any defect in the SOLUTION caused by not following GOLDILOCK’s recommendations, any SOLUTION modification not done by GOLDILOCK, or third party software or hardware not approved by GOLDILOCK.
- GOLDILOCK’s and its suppliers’ entire liability and Client’s sole and exclusive remedy for breach of the above limited warranty shall be, at GOLDILOCK’s option, either return of the price paid for the SOLUTION, or repair or replacement of the nonconforming SOLUTION.
- EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE THE SOLUTION IS PROVIDED “AS IS”, AND GOLDILOCK AND ITS SUPPLIERS MAKE NO WARRANTY THAT THE SOLUTION WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOLUTION WILL MEET YOUR REQUIREMENTS. GOLDILOCK AND ITS SUPPLIERS MAKE NO WARRANTIES OF ANY KIND REGARDING THE SOLUTION, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOLDILOCK AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, REGARDING THE SOLUTION.
- SUPPORT & MAINTENANCE
- Support and Maintenance Services are not provided by this EULA, except as a reference, and only applies if Client has purchased a separate yearly Maintenance and Support Agreement, and only during this valid period GOLDILOCK shall provide maintenance, upgrades, and support services in accordance with the terms and conditions of the Maintenance and Support Agreement.
- LIMITED LIABILITY
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOLDILOCK OR ITS SUPPLIERS BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATIONS, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, COMPUTER FAILURE OR MALFUNCTIONING, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOLUTION, EVEN IF GOLDILOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, GOLDILOCK’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT CLIENT PAID TO GOLDILOCK FOR THE SOLUTION THAT DIRECTLY CAUSED THE DAMAGE.
- THIRD PARTY VENDORS
- GOLDILOCK’s SOLUTION may contain third-party hardware, software, and/or services which are obtained under a license from this suppliers EULA(s) and available to be used solely with the SOLUTION provided by GOLDILOCK and that no other use, modification, disclosure of their Intellectual Property is done.
- Any breach of this EULA terms and conditions by the Client and if not cure within 10 days after written notification, the license granted within this EULA will become null without prejudice to any other GOLDILOCK’s rights. In such case, Client must cease all use of the SOLUTION, destroy all copies of the SOLUTION and all of its component parts in Client’s possession or control and take any other actions as GOLDILOCK may reasonably request to ensure that no copies of the SOLUTION remain in Client’s possession or control.
- AUDITING RIGHTS
- Client acknowledges and authorizes GOLDILOCK to conduct audits to monitor Client’s usage of the SOLUTION and compliance with this EULA and SOLUTION purchased. Client agrees to provide access to the SOLUTION by any means. Audits shall be done during Client’s normal business hours.
- CONFIDENTIAL INFORMATION
- Any software, documentation, services, or technical information provided by GOLDILOCK as part of the SOLUTION “Confidential Information” without any marking or further designation. Client will hold in confidence and not use or disclose any Confidential Information for a period of five (5) years even if this Confidential Information is disclosure or becomes exposure. Client shall notify SOLUTION users and employees of this EULA terms and conditions to ensure their compliance. Client acknowledge that disclosure of any Confidential Information would cause significant harm and GOLDILOCK reserves the right to request proper compensation or any legal action.
- Client agrees to indemnify, defend, and hold GOLDILOCK and its suppliers harmless from any claim or demand, including attorney’s fees, made by any third party due to or arising out of Client’s use of the SOLUTION in breach of this EULA, in violation of the rights of a third party, law, rule, or regulation.
- None of this EULA of any of GOLDILOCK’s SOLUTION license use granted shall be may be sold, leased, assigned, or otherwise transferred, in whole or in part without the prior written consent of GOLDILOCK.
- GOVERNING LAW
- This EULA is governed by and construed in accordance with the laws of England without reference to conflicts of law’s provisions, and you agree that all disputes arising out of or in connection with this EULA shall be subject to the exclusive jurisdiction of the courts of England. This EULA is not under the United Nations Convention on Contracts for the International Sale of Goods.
- Any notices related to this EULA shall be given in writing delivered, send by internationally-recognized courier service to Client’s purchase address, and to GOLDILOCK’s registered address.