Terms and Conditions
HARA PARTNERS END USER LICENSE AGREEMENT (EULA)
THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS AN AGREEMENT BETWEEN THE LICENSEE (THE “LICENSEE”), THE PERSON, COMPANY OR ENTITY WHO IS BEING LICENSED TO USE THE SOFTWARE, PRODUCTS, SERVICES, SCRIPTS, MEDIA OR DOCUMENTATIONS (THE “SOFTWARE”), AND HARA PARTNERS TECHNOLOGY LLC (“COMPANY”). THIS AGREEMENT APPLIES TO ALL SOFTWARE THE LICENSEE PURCHASES OR USES FROM COMPANY.
THE SOFTWARE IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. THE SOFTWARE IS LICENSED, NOT SOLD.
1. TERMS
A. By purchasing or using the Software the Licensee acknowledges to have read this Agreement, and to agree to the content of the Agreement and its terms in their entirety, and agrees to use the Software in compliance with this Agreement. If you do not agree to all of the terms and conditions of this Agreement, or you are not an authorized user of the Software, you should not download or install the Software, you should not use the Software, and if you already downloaded or installed the Software you should remove the Software from all your systems and destroy all copies.
B. This Agreement comes into legal force at the moment when the Licensee orders, purchases or obtains any Software from Company or any authorized reseller, affiliate or assignee.
2. RIGHT TO USE THE SOFTWARE
A. Subject to the terms and conditions set forth below and the Licensee’s payment of any license fee (where applicable), Company grants to the Licensee a limited, non-exclusive and non-transferable license to install and operate the Software only on one (1) designated computer and solely in accordance with all associated agreements and documentation provided by Company. Company reserves the right to revoke the License of any Licensee or user who is not holding a valid license or not abiding by the terms of this Agreement.
B. The Licensee is required to register the Software with Company or any authorized reseller, affiliate or assignee before receiving and using a copy of the Software by any means chosen at Company’s or it’s reseller’s, affiliate’s or assignee’s discretion.
C. The Licensee shall implement reasonable controls to ensure that it does not exceed the maximum number of licenses. Company reserves the right to audit the Licensee’s use of the Software during normal business hours and with reasonable notice and to include means within this Agreement to limit the Licensee’s use of the Software.
D. A separate License shall be purchased for each new Software installation as required by the license granted in this Agreement. Any distribution of the Software without the consent of Company or without registering the Software with Company, including noncommercial distribution, is regarded as violation of this Agreement and entails liability and prosecution, according to the applicable law.
3. PROPERTY RIGHTS
A. The Licensee acknowledges that the Software (and any copies thereof) are the sole and exclusive property of Company or Company’s licensors, including all applicable rights to patents, copyrights, trademarks and trade secrets inherent therein or appurtenant thereto, in all media now known or hereinafter developed.
B. Company is the legal copyright holder of the Software. The Software or any portion of it is protected by copyright law. Any activity that infringes on the terms of this Agreement violates copyright law and will be prosecuted according to the applicable law.
C. The Licensee is not purchasing title to the Software or copies thereof, but rather is being granted only a license to use the Software.
D. All rights not granted to Licensee herein are reserved to Company.
E. No part of the Software may be used in whole or in part in any other software, product, website or any other way not permitted in this Agreement.
F. The Licensee may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
G. Company may provide the Licensee with support services related to the Software. Any supplemental software code, products, services, scripts, media or documentation provided to the Licensee shall be considered part of the Software and subject to the terms and conditions of this Agreement.
H. The Licensee is bound to preserve the copyright information intact; this includes any references, text or links included in any part of the Software.
4. CONFIDENTIALITY
A. The Licensee shall not give, sell, distribute, sub-license, rent, lease, lend, transfer, publish, disclose, display or otherwise make available to others any portion of the Software, the financial terms of this Agreement, or any other information identified in writing (electronically or other) by Company as confidential or proprietary or which, at law or equity, ought to remain confidential (collectively, the “Confidential Information”) without Company’s prior, written consent in each instance. The Licensee must not place the Software on a server so that it is accessible via a public network such as the Internet for distribution purposes.
B. The Licensee agrees to secure and protect the Confidential Information in a manner consistent with the maintenance of Company’s right therein and to take appropriate action by instruction or agreement with its employees who are permitted access to the Confidential Information to satisfy the Licensee’s obligations hereunder.
5. COPYRIGHT
A. Company reserves the right to publish a selected list of Licensees of its Software.
6. INDEMNITY
A. The Licensee will, at its own expense, defend any action brought by a third party against Company to the extent that such action is based on a claim arising from or relating to the Licensee’s use of the Software, provided Company promptly notifies the Licensee in writing of any such claim and, provided further, that the Licensee shall have the exclusive right to control such defense. The Licensee’s obligation in this Section shall be relieved by Company’s failure to promptly notify the Licensee of a claim only to the extent that the Licensee is materially prejudiced by such failure.
In no event shall the Licensee settle any such claim, lawsuit or proceeding in any manner that materially prejudices Company’s rights without Company’s prior written approval.
7. WARRANTY
A. ALL SOFTWARE AND SERVICES OF COMPANY ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE AND NONINFRINGEMENT). COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE DELIVERED OR PERFORM ERROR-FREE OR WITHOUT INTERRUPTION. THE LICENSEE’S USE OF THE SOFTWARE IS AT THE LICENSEE’S OWN RISK.
LIMITATION OF LIABILITY
A. COMPANY AND COMPANY’S LICENSORS SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY OR COMPANY’S LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY OR COMPANY’S LICENSORS BE LIABLE FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER RELATING TO ANY THIRD PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY FOR ANY REASON(S) AND UPON ANY CAUSE(S) OF ACTION WHATSOEVER EXCEED THE AMOUNT OF US$5 (FIVE US DOLLARS).
B. Company is not liable for prosecution arising from the use of this Software against law or for any illegal use.
C. If the Licensee fails to use the Software in accordance with the terms and conditions of this Agreement, it constitutes a breach of the Agreement, and the Licensee’s license to use the Software is automatically revoked.
D. If the Licensee continues to use the Software after Company gives notice of termination of the License, the Licensee hereby agrees to accept an injunction to enjoin the Licensee from its further use and to pay all costs, including but not limited to reasonable attorney fees, to enforce Company revocation of the Licensee’s license and any damages suffered by Company because of the Licensee’s misuse of the Software.
9. EXPORT RESTRICTIONS
A. THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT, REEXPORT OR IMPORT OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA OR ANY OTHER GOVERNMENT. THE LICENSEE SHALL NOT EXPORT, REEXPORT OR IMPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE OR DOCUMENTATION WITHOUT THE WRITTEN CONSENT OF COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
10. U.S. GOVERNMENT RESTRICTED RIGHTS
A. The Software (including the Documentation) is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause of DFARS 252.227-7013 or subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19 as amended, or any successor regulations thereto.
11. GENERAL
A. This Agreement constitutes the complete and exclusive statement of the terms and conditions between the parties, and supersedes and merges all prior proposals, understandings and other agreements, oral and written, between the parties, relating to the subject matter hereof. This Agreement may not be modified or altered except by written instrument duly executed by Company.
B. The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder. No action, regardless of form, arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has arisen, with the exception of violation of Company’s proprietary rights in the Software or the confidentiality obligations set forth herein.
C. The Licensee may not assign or sublicense, without the prior written consent of Company, its rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.
D. This Agreement and any action related hereto shall be governed by the laws of the State of New York, U.S.A. without reference to the conflict of laws and provisions thereof. Company and the Licensee hereby agree on behalf of themselves and any person claiming by or through them that the sole and exclusive jurisdiction and venue for any litigation arising from or relating to this Agreement or the subject matter hereof shall be an appropriate court located in the State of New York, U.S.A. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted.
E. If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction; such holding will not impair the validity, legality, or enforceability of the remaining provisions.
F. It is expressly agreed that Company and the Licensee are acting hereunder as independent contractors.
G. Any notice provided pursuant to this Agreement shall be in writing and shall be deemed given (i) if published on Company’s web site; or (ii) if by next day delivery service, upon such delivery. All notices shall be addressed to Company at Hara Partners Technology LLC, 1441 Broadway, New York, NY 10018, U.S.A.
H. Company reserves the right to change this Agreement at any time and to impose its clauses at any given time.
I. This Agreement remains effective until terminated. Company retains the right to terminate the Licensee’s license to use the Software at any time, if in its sole discretion, the Licensee is not abiding by the terms of this Agreement, including, but not limited to, obscuring or removing any links or copyright notices as specified in this Agreement. The Licensee may terminate this Agreement at any time by destroying all copies of the Software. Termination of this Agreement does not bind Company to return to the Licensee any amount spent for purchase of the Software or any other expenses.