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end user licence agreement01
Grant of license and use restrictions
This agreement permits the licensee to download and use the software, provided a license has been acquired for each computer. The licensee agrees not to modify, translate, reverse compile, decrypt, extract, disassemble or otherwise reverse engineer any portion of the software. The licensee’s outsourcing vendors and consultants have the right to access and use the software on the licensee’s behalf as long as they are bound by this agreement.
02
Copy restrictions
The licensee may make full or partial copies for backup or archival purposes, to support the right to use licensed here. All copies of the software are owned by BlackFog, are considered software subject to this agreement, and must include the same proprietary and copyright notices and legends supplied by BlackFog and its licensors.
03
Ownership of software
BlackFog retains all right, title and interest in the software. No title to the software, to the intellectual property in any of it, or in any copy of it, is transferred to the licensee. This license is not a sale of the original software or any copy of it.
04
Transfer restrictions
The licensee may transfer the software and all licenses and rights granted under this agreement, provided all copies are also transferred or destroyed and the transferee agrees to accept the terms and conditions of this agreement. The licensee’s license terminates automatically on any transfer of the software.
Except as provided above, or with BlackFog’s prior written consent, neither this agreement nor any rights or obligations under it, in whole or in part, may be sublicensed, assigned or otherwise transferred. Any attempt to do so is null and void.
05
Term and termination
This agreement becomes effective on the date the licensee legally acquires the software, and terminates automatically if the licensee breaches any of its terms. Where the software is provided on a subscription basis, the right to possess or use it ends at the end of the applicable subscription period. On termination of this agreement or any applicable subscription period, the licensee must destroy the original and all copies of the software and delete it from their systems.
06
Limited warranty and disclaimer
BlackFog warrants that it has the authority and right, and has obtained all intellectual property rights necessary, to license the software under the terms of this agreement. BlackFog also warrants that the software will substantially conform to the documentation provided to the licensee.
- •BlackFog’s entire liability under this warranty is, at its option, either to refund the price paid for the software or to repair and replace the full software.
- •The warranty extends for thirty (30) days after initial installation by the licensee, and is solely for the licensee’s benefit, with no authority to assign or pass it to any other person or entity.
- •It does not apply if the software is used other than in accordance with BlackFog’s written instructions, or if licensee hardware associated with the use of the software malfunctions and causes the breach.
07
Governing law and disputes
This agreement is governed by and interpreted in accordance with the laws of the State of Wyoming, excluding its choice of law rules. Any dispute regarding the interpretation or validity of, or otherwise arising out of, this agreement, or relating to the products licensed under it, is subject to the exclusive jurisdiction of the Wyoming state courts, or, where there is federal jurisdiction, one of the United States District Courts for the State of Wyoming. The parties agree to submit to the personal and exclusive jurisdiction and venue of those courts.
08
Integration, severability and waiver
This agreement is the entire agreement between the licensee and BlackFog relating to the software. It supersedes all prior or contemporaneous oral or written communications, proposals and representations on its subject matter, and prevails over any conflicting or additional terms in any quote, order, acknowledgment or similar communication between the parties during its term. No modification is binding unless in writing and signed by a duly authorized representative of each party, and any waiver or modification requires the signature of an authorized representative of BlackFog.
If any provision of this contract is found invalid by a court of competent jurisdiction, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision, and all other provisions remain in effect.
09
U.S. export restrictions and government rights
You may not export or re-export the software, or any copy or adaptation of it, in violation of any applicable laws or regulations. The licensee agrees that it does not intend to, and will not, transmit either directly or indirectly any portion of the software to any country for which approval is required, without the prior written approval of the Office of Export Administration of the U.S. Department of Commerce, Washington, D.C. 20230.
The software and documentation were developed entirely at private expense. Use, duplication or disclosure of the software by the Government is subject to the restrictions set out in FAR 52.227-19(c) or subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 52.227-7013, and in similar or successor clauses in the FAR or the DOD or NASA FAR supplement. Unpublished rights are reserved under the copyright laws of the United States.