End User License Agreement (EULA)
This End User License Agreement (EULA) is a legal contract between you and Clipper Inc.
Software License Agreement
The following terms have the following meanings: “Software” means the endpoint software product known as Clipper and associated online services. “License” means the license to use the Product as set out in paragraph below (Software License). “Company” means Clipper Inc., a company incorporated in Delaware, USA.
Company permits you to use the Software only in accordance with the terms of this License and your rights under this License will terminate automatically without notice if you fail to comply with the terms of this License. Should your rights under this License terminate for any reason you must immediately cease all further use of the Software and destroy all copies of it.
ANY RESALE OR FURTHER DISTRIBUTION OF THE SOFTWARE, OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT, CONSTITUTES A BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.
THIS SOFTWARE IS DELIVERED TO YOU ‘AS IS’ AND WITH ALL FAULTS. COMPANY DO NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THIS SOFTWARE. EXCEPT TO THE EXTENT THAT ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT BE EXCLUDED OR LIMITED BY LAW, WE MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR OTHER TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, SATISFACTORY QUALITY AND FITNESS FOR PURPOSE. THE PROVISIONS OF THIS SECTION 2 SHALL SURVIVE THE TERMINATION OF THIS LICENSE HOWSOEVER CAUSED.
In consideration of you agreeing to abide by the terms of this License and subject to your compliance with the terms of this License, Company hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely in relation to accessing the Software related online services and in the following manner:
- You may NOT resell, charge for, sub-license, rent, lease, loan or distribute the Software without our prior written consent by Company. We reserve the right to withdraw any such consent (or part thereof) for any reason and without notice and to demand that you immediately cease any activity in respect of which permission is withdrawn.
- You may NOT repackage, translate, adapt, vary, modify, alter, create derivative works based upon, or integrate any other computer programs with, the Software in whole or in part.
- You may NOT use the Software to engage in or allow others to engage in any illegal activity.
- You may NOT transfer or assign your rights or obligations under this License to any person or authorize all or any part of the Software to be copied on to another user’s computer.
- You may NOT decompile, disassemble, reverse engineer or otherwise attempt to discover the source code of the Software except to the extent that you may be expressly permitted to reverse engineer or decompile under applicable law.
- You are NOT permitted to grant any sub-licenses of the Software.
- You may NOT use the Software to sell or deliver any other product or service to a third party or other commercial business without our prior written consent by Company.
Intellectual Property Rights
The Software contains intellectual property of Company and is protected by law. You acknowledge that all intellectual property rights in the Software anywhere in the world belong to Company, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this License.
Limitation of Liability
IN NO CIRCUMSTANCES WILL COMPANY BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, LOST SAVINGS, LOST INFORMATION, LOSS OF DATA NOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES. THE FOREGOING LIMITATIONS AND EXCLUSION APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
Nothing in this License limits Company’s liability to you in the event of death or personal injury resulting from our negligence or for fraud. The provisions of this section shall survive the termination of this License howsoever caused.
- If any part of this License is found to be void and unenforceable it will not affect the validity of the remainder of this License, which shall remain valid and enforceable according to its terms.
- This License may only be varied in writing and signed by an authorized representative of Company. However, notwithstanding the foregoing, Company may revise this agreement from time to time by posting the most current version on its website. If a revision meaningfully reduces your rights, Company will notify you (by, for example, sending a message to the email address associated with your account, posting on its blog or on its website). By continuing to use the Software after the revisions come into effect, you agree to be bound by the revised agreement.
- Updates may be licensed to you by Company with additional or different terms but Company has no obligation to provide any updates.
- This License is the entire agreement between you and us and supersedes any prior representations, undertakings or advertising relating to the Software and you acknowledge that in entering into this License you have not relied on any statement, representation, advertising, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this License.
- Except as expressly set forth in this agreement, the exercise by either party of any of its remedies under this agreement will be without prejudice to its other remedies under this agreement or otherwise.
- All notices or approvals required or permitted under this agreement will be in writing and delivered by email (we will email you at the email address you provided us when you initially created your account), and in each instance will be deemed given upon receipt.
- The failure by either party to enforce any provision of this agreement will not constitute a waiver of future enforcement of that or any other provision.
- Company is entitled to transfer or assign any of its rights or obligations under this agreement. You may not assign any of your rights under this agreement, and any such attempt will be void.
Law and Jurisdiction
This License and any dispute or claim arising out of or in connection with it or its subject matter or its formation (including non-contractual disputes or claims) shall be governed in all respects by the substantive laws of Delaware, USA. Any controversy, claim, or dispute arising out of or relating to the Agreement shall be subject to the jurisdiction of the competent courts of Delaware, USA.