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. BY ENTERING INTO THIS LICENSE AGREEMENT, YOU REPRESENT THAT YOU ARE AN ADULT 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 (the “Licensor”). By installing, copying or otherwise using the Product you agree to be bound by the terms of this EULA. You may terminate your subscription only within 48 hours of when you were charged, and in such case you will receive a refund of the fees you paid within those 48 hours for the subscription. Other than as described above, the fees you pay to unlock a paid license of the Product are not refundable if you attempt to terminate 48 or more hours from when you were charged.
1. GRANT OF LICENSE.
You agree and acknowledge that Licensor retainers 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 indicated purchase price (as compared to a subscription) for the Product, you are granted a license (the “License”) to use one copy of the Product and install it on up to two computers that you own or possess. You may additionally make one copy for backup purposes only. If you have a subscription to use the Product, than notwithstanding anything to the contrary in this paragraph, you may only exercise the rights to the License during the period when your subscription is active and your payments for such are in good standing, and after such period you must delete the Product from your computers.
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, or to any employee or agent who is not legally obligated to preserve the confidentiality of it consistent with the terms of this Agreement and who will use such only 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 provided that such programs do not include any part of the Product.
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 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 solely 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 incorporated the terms and conditions set forth at https://www.buildbox.com/terms/ (“T and Cs”). In the event of a conflict between the terms set forth herein and the T and Cs, the terms most in favor of Licensor and most restrictive on you shall prevail.