END USER LICENSE AGREEMENT
IMPORTANT: PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE DOWNLOADING, USING OR INSTALLING THE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE AGREEMENT, DO NOT PROCEED WITH THE DOWNLOAD AND DO NOT COMPLETE INSTALLATION OF THE PRODUCT. This EULA applies to individual users and organizations of fewer than ten persons (an “Eligible Entity”). If you are an organization of five or more persons, or generate more than 100,000 annual app downloads using Buildbox, you may not use the Product under this EULA — please contact us at firstname.lastname@example.org for Enterprise License options. By downloading and using the Product under this EULA, you represent and warrant that you are individual using the Product for your own behalf or acting on behalf of an Eligible Entity. You further represent and warrant that you are of the age of majority where you live and have the legal capacity to enter into a contract.
This is the end-user license agreement (“EULA”) for the program (the “Product”) which this agreement is a part of, included in, or attached to. This EULA is a legally binding agreement between you (either an individual or a single entity) and 8Cell, INC [BP1] (the “Licensor”). By installing, copying or otherwise using the Product you agree to be bound by the terms of this EULA. You will be notified by email prior to your annual subscription renewal (prepaid annual or billed monthly annual). If no action is taken to cancel the subscription, you will be automatically charged for the annual renewal without an option for refund.
1. GRANT OF LICENSE.
You agree and acknowledge that Licensor retains all ownership of the Product, and that it is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.
Provided that you have made full payment of the applicable fees, you are granted a non-exclusive, non-transferable, right and license during the period when your subscription is active and your payments for such are in good standing to use one copy of the Product and install it on up to two computers that you own or possess (the “License”). You may additionally make one copy for backup purposes only.
You agree not to sell, copy provide to others, loan to others, transfer to others, or license to others the Product, or aid anyone directly or indirectly to do the foregoing.
You agree to treat the Product as the confidential information of Licensor and not to expose it to any third party. Subject to the limitations above, you may only share the Product or access to it with employees or agents who are legally obligated to preserve the confidentiality of the Product consistent with the terms of this Agreement and who will use the Product only on your behalf and in compliance with the terms of this Agreement.
If the Product allows you to create other programs, such other programs are not part of the Product. Such programs do not include any part of the Product.
Programs that you create using the Product are subject to monetization mechanisms employed by Licensor, its Affiliates, and/or its business partners. You may not opt out of, add to, modify, remove, or interfere with any of these monetization mechanisms (ad placements inside of the games and applications) unless given explicit permission by Licensor or as otherwise permitted in your license tier. If your programs monetize through your distribution channels, you will be paid in accordance with the payment policies of those channels, typically based on a percentage of ad revenue through the game or application. These payments to you will be net of any charges and fees payable to third parties, including Licensor and its affiliates. Licensor has no obligation to share with you any of the revenue it receives through such monetization mechanisms.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
You agree you will not remove or alter any copyright notices on any and all copies of Product.
(b) Support Services.
If Licensor provides any updates to the Product, such shall be considered part of the Product, subject to the terms and conditions of this EULA.
(c) Compliance with Applicable Laws.
You agree to comply with all applicable laws regarding use of Product and not to export such outside of the US if such action would be in violation of applicable law. This EULA shall be interpreted and controlled by the laws of the State of California. Any action arising from this EULA shall be in a court of competent jurisdiction located in the State of California, County of Los Angeles. You agree to the personal jurisdiction of the state and federal courts located in the County of Los Angeles.
Without prejudice to any other rights, Licensor may terminate this EULA upon any breach of it by you. In such event, you must destroy all copies of Product in your possession if required by Licensor.
You agree all title, including but not limited to copyrights, in and to the Product remain owned by Licensor. All title and intellectual property rights in and to the content which may be accessed through use of Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content except as set forth in this EULA. All rights not expressly granted are reserved by Licensor.
5. LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION) RISING OUT OF ‘AUTHORIZED USERS’ USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR BE LIABLE FOR LOSS OF DATA OR FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFIT), OR OTHER DAMAGES BASED IN CONTRACT, TORT OR OTHERWISE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO THE CONTENT OF PRODUCT OR ANY PART THEREOF, INCLUDING BUT NOT LIMITED TO ERRORS OR OMISSIONS CONTAINED THEREIN, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION. IN THE EVENT THAT APPLICABLE LAW DOES NOT ALLOW FULL DISCLAIMER OF DAMAGES AS SET FORTH ABOVE, YOU AGREE THAT LICENSOR’S LIABILITY SHALL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT PAID BY YOU.
TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, THE PRODUCT IS PROVIDED “AS IS” AND LICENSOR MAKES NO WARRANTIES AND HEREBY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES AND COSTS (INCLUDING ATTORNEYS’ FEES) THAT DIRECTLY OR INDIRECTLY ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE PRODUCT, ANY VIOLATION BY YOU OF ANY OF THE PROVISIONS OF THIS AGREEMENT, ANY HARM YOU CAUSE THIRD PARTIES, AND FROM ANY VIOLATION OF APPLICABLE LAW BY YOU. Licensor reserves the right, at its own expense and in its sole and absolute discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Licensor in asserting any available defenses.
This Agreement (including the Ts and Cs referenced below) represents the complete agreement between you and Licensor with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements between you and Licensor. Licensor’s failure to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Licensor of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. If, however, it is determined that such provision cannot be reformed, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.
8. USE OF INFORMATION
In order to confirm the validity of your license, the Product may share with Licensor the IP address and/or mac address of the devices it is installed on, and you explicitly agree to such information sharing. Further, you are hereby agreeing that basic Product usage information may be shared with Licensor for developing aggregated data level information on use of the Product by multiple users, such aggregate data being maintained and used in such a manner that it will not identify your specific use of the Product.
9. INCORPORATED TERMS
This EULA incorporates the terms and conditions set forth at https://www.buildbox.com/terms/ (“Ts and Cs”). In the event of a conflict between the provisions of this EULA and the Ts and Cs, the terms set forth in this EULA shall prevail with respect to your use of the Product.