SEEUNITY, INC. END-USER LICENSE AGREEMENT
Read this document carefully. This End-User License Agreement is a legally binding contract between you, the recipient hereof (either an individual or an entity) (hereafter "You") and SeeUnity Inc. (hereafter "SeeUnity"). This End-User License Agreement, together with the quote issued to you by SeeUnity (“Quote”) (the Quote and the End-User License Agreement, collectively “EULA”) sets forth the terms and conditions governing Your use of certain SeeUnity software products.
BY OPENING ANY SEALED SEEUNITY SOFTWARE PACKAGE, CLICKING AN ON-SCREEN "ACCEPT" BUTTON, AND/OR BY INSTALLING, COPYING OR OTHERWISE USING ANY LICENSED SOFTWARE (DEFINED BELOW), YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS EULA, INCLUDING ITS WARRANTY AND LIABILITY DISCLAIMERS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE ANY LICENSED PRODUCTS (DEFINED BELOW) AND YOU MUST PROMPTLY RETURN ALL LICENSED PRODUCTS IN YOUR POSSESSION TO SEEUNITY OR THE RESELLER FROM WHOM YOU OBTAINED THEM FOR A REFUND.
IF YOUR EMPLOYER OR ANOTHER THIRD PARTY HAS PURCHASED THE LICENSE TO THE LICENSED PRODUCTS AND YOU HAVE BEEN ASKED TO DOWNLOAD, INSTALL OR USE IT ON THEIR BEHALF, YOU MUST CONFIRM THEIR AGREEMENT TO THIS EULA BEFORE ACCEPTING ITS TERMS. IN SUCH CASE, THE TERM "YOU" SHALL REFER TO BOTH YOU AND YOUR EMPLOYER.
You have been provided with storage media containing a computer program or authorization for a secure software download ("Licensed Software"), an installation manual, license code, and accompanying documents (which may also include documentation provided online, in electronic form, or as a PDF) (collectively "Documentation") (Licensed Software and Documentation collectively "Licensed Products"). Licensed Products also include any enhancements, extensions or modifications to the existing version of the Licensed Products originally conveyed to You hereunder and which SeeUnity may designate when providing the same to You. It does not include any open source software components made available as options with the Licensed Products, as further described below.
- GRANT OF LICENSE.
1.1 Subject to Your continuing compliance with the terms herein, SeeUnity grants You the individual, non-exclusive and non-transferable (except as explicitly stated herein) right during the Term (as defined in Section 12.1 below) to install, execute and use the single copy of the Licensed Products that accompanies this EULA. Your rights to use Licensed Products are limited to those expressly granted in this EULA. SeeUnity reserves all other rights, including but not limited to those of reproduction, distribution and publication, and all other rights in the Licensed Products not expressly licensed to You herein.
1.2 The Licensed Software is licensed as a single product and its component parts may not be separated for use other than as specifically authorized by this EULA. It may be used only on the computer(s) or network(s), and (in the case where the Licensed Software is migration software) for that number of documents set forth in the Quote. Unless otherwise expressly provided in the Quote, the Licensed Software is licensed on a named user basis. This means that each license is assigned only to a single named individual, and may not be transferred to or used by any other individual. If more users are required, You must purchase additional licenses for each of these new users. As used in this EULA, the Licensed Software or any part or portion of it is "used" when it is either loaded into RAM or installed on a hard drive or other fixed memory device within a system, including any networked or shared environment where either direct or indirect connections are made through software or hardware which pools or aggregates connections. Unless SeeUnity expressly authorizes to the contrary in writing, You are not authorized to use or replicate the Licensed Software through a network on multiple computers or terminals.
1.3 The license granted by this EULA is restricted to the specific version of the Licensed Products that accompany it. If You acquire a new version, You must agree to a new EULA. Patches, fixes and the like to an existing version are considered part of the original version. Your rights to use a specific version of the Licensed Products shall expire and be automatically replaced if You install and use any subsequent version of the same Licensed Products under a separate agreement for software maintenance.
1.4 Licensed Products are licensed, not sold. While SeeUnity continues to own the Licensed Products, You will have those certain rights set forth herein to use the Licensed Products after You accept this EULA. Except as this EULA may be modified by a written license addendum provided by SeeUnity, Your rights and obligations with respect to the use of any Licensed Products are as stated below.
1.5 The license granted by this EULA, with respect to the Licensed Software, is limited to the object code of the Licensed Software. SeeUnity is not obligated to and will not provide You with any source code.
- IP RIGHTS
2.1 The Licensed Products are owned by SeeUnity Inc. and protected by United States and international copyright laws and treaty provisions. The structure, coding, design and organization of the Licensed Products constitute valuable trade secrets and confidential information of SeeUnity, Inc. All copyrights, trademarks, and other intellectual property rights in or on the Licensed Products (collectively "IP Rights"), including trade secrets embodied in the Licensed Products’ design and code, always are owned by and remain solely and exclusively the property of SeeUnity and its suppliers.
2.2 You must reproduce any copyright or other notice marked on the Licensed Products on all copies You make. You may not copy the Documentation except for Your internal use.
2.3 SeeUnity may identify You as a licensee in its marketing and promotional materials and activities.
3.1 You will keep confidential and not make available to any third party any of the Licensed Products unless SeeUnity authorizes such disclosure in advance and in writing. You will take all reasonable steps to prevent unauthorized disclosure or reproduction of the Licensed Products by anyone, including Your licensed users, and will notify SeeUnity of any unauthorized use of the Licensed Products. You agree to store any original Licensed Products storage media delivered and any back-ups in a location protected against unauthorized access by a third party.
3.2 Unless otherwise specifically authorized by SeeUnity in writing and in advance or as expressly permitted by this EULA, You may not:
- modify, adapt, or create derivative works based on any Licensed Products or any part thereof;
- copy or duplicate or translate or permit copying or duplication or translation of the Licensed Products; provided however that You are permitted to make a single copy of the Licensed Products for backup or archival purposes. That back-up copy remains subject to all provisions of this EULA. Any such authorized copy shall retain all copyright and other proprietary legends where and as stated in the original;
- transfer or assign this EULA (except as expressly provided herein), distribute, or provide access to the Licensed Products (or any portion thereof), to any other person or entity, or electronically transfer the Licensed Products from one computer to another over a network or otherwise. Any SeeUnity consent thereto shall not be used to circumvent the licensing requirements herein or any restrictions on use of the Licensed Products to the number indicated on the License and/or on the SeeUnity invoice for the license;
- post or otherwise make available any Licensed Products, or any portion thereof, in any form, on the Internet;
- use any Licensed Products in a computer service business, including in time-sharing applications;
- sublicense, rent, lease, use by way of or for remote data transmission, or otherwise use any Licensed Products to or on behalf of any third party;
- resell any Licensed Products as a stand-alone solution to any third parties;
- merge, incorporate, or include any Licensed Products or any portion thereof with another product;
- remove, deface or obscure any copyright or other proprietary legends on any Licensed Products or remove any copyright attribution from the Licensed Products;
- develop, integrate, market, or resell applications or environments or otherwise make the Licensed Products’ capabilities available to products that are competitive with the Licensed Products;
- decompile, reverse engineer, disassemble, or otherwise reduce the Licensed Software or any part of it to a human-perceivable form, or compromise, decode, unscramble, or invalidate any security license, device, or protection by reverse engineering or otherwise, the source programs in or for the Licensed Software;
- access, modify, de-activate or remove any copy protection system, copyright notice, registration number or any other identifying mechanism or feature or characteristic of the Licensed Products; or
- cause or permit any other party to do any of the foregoing.
3.3 Should You modify or enhance any Licensed Products or part thereof or merge it with any other program material, whether or not permitted by this EULA, such shall not affect ownership or other rights of SeeUnity, or its licensors in the Licensed Products or any portion of it.
3.4 You may permanently transfer all of Your rights under this EULA provided You retain no copies of any Licensed Products subject hereto, You transfer all of the Licensed Products including all printed materials and upgrades, and the transferee agrees in writing to the terms of this EULA. You may not transfer the Licensed Products or any portion thereof to any third party or parties while retaining any rights or possibility of continued use, unless SeeUnity permits such a transfer by separate written agreement.
You may not use a previous version of the Licensed Products in addition to an upgraded version received as a replacement of the prior version. Upon upgrading the Licensed Products, all copies of the prior version must be destroyed except for a single retained for archival purposes. Such archive copy shall remain subject to its original EULA in perpetuity.
- THIRD PARTY COMPONENTS AND SOFTWARE
5.1 Certain Licensed Products may be available with third party-supplied optional components that, if included, may combine SeeUnity's proprietary code (governed by this EULA) with certain proprietary components ("Proprietary Components") or non-proprietary Open Source Software components ("OSS Components") (collectively "Third Party Components"). The availability of those Third Party Components will be disclosed by SeeUnity with each individual Licensed Products Documentation case by case depending on availability. Proprietary Components may be subject to separate license provisions designated by the third party licensor and which may apply to You, and which, if relevant, will be provided to you by SeeUnity. OSS Components are subject to separate Open Source Software licenses that are not negotiable, separate from and not governed by this EULA. Some Third Party Components may be used under different proprietary or OSS licenses which may impose varying obligations on You. Any future revisions of the Third Party Components may also alter their accompanying licenses, and this EULA may change accordingly as well. SeeUnity owns no intellectual property rights in or to any Proprietary Components or OSS Component. OSS Components are provided by their authors "as is", without warranty, indemnification or support of any kind.
5.2 SeeUnity will provide to You on request any OSS code within any third party-supplied optional OSS Component. Licensed Products operations and features may differ according to whether OSS Components are included. You are responsible for deciding which configurations You wish to order from SeeUnity.
5.3 The Licensed Products may interoperate with or otherwise be used with other software provided by third parties (the “Third Party Software”). SeeUnity is not responsible or liable for the operation of any Third Party Software. The Third Party Software is made available to you by other companies or individuals pursuant to separate terms and conditions (the “Third Party Software Agreements”). You are solely responsible for ensuring that the Licensed Products’ interoperation with and use of any Third Party Software complies with the Third Party Software Agreements.
6.1 SeeUnity will provide maintenance and support for the Licensed Products as described in SeeUnity’s web site located at https://customer.seeunityportal.com
and subject to the terms and conditions set forth therein and in this Agreement.
6.2 From time to time during the Term, You may retain SeeUnity to provide data migration, software customization or development services related to the Licensed Products. SeeUnity will provide these additionally requested services subject to the terms and conditions (including without limitation Your payment of agreed upon fees) set forth in this Agreement and a statement of work to be mutually agreed upon by the parties prior to SeeUnity’s performance of such additional services. Any such additional services provided by SeeUnity, together with any maintenance and support services for the Licensed Products provided by SeeUnity, shall be referred to herein as the “Services.”
- EXPORT CONTROL
You shall not export or re-export any Licensed Products or portion thereof in any way outside the country where it was originally delivered, or otherwise use any Licensed Products in violation of any state or federal laws or regulations, including but not limited to United States export control laws or regulations. No Licensed Products may be sent to or used within any country designated by the United States Government as an embargoed or export-restricted country.
- COMPLIANCE VERIFICATION
SeeUnity may, at its expense, and no more than once every twelve (12) months, appoint its own personnel or an independent third party to verify the number of copies and installations as well as usage of the Licensed Products in use by You. Any such audit shall be conducted after ten (10) business days' advance written notice by SeeUnity, during regular business hours at Your offices, and shall not unreasonably interfere with Your business activities. SeeUnity shall, at Your option, execute a commercially reasonable non-disclosure agreement with You before proceeding with the verification referenced above. If that verification confirms that You are using a greater number of copies of the Licensed Products than SeeUnity has licensed, or that You are deploying or using any Licensed Products in any way not permitted by this EULA, You agree to pay any additional license fees that may be required and to otherwise take all action necessary to correct any deviation from EULA terms. Any such additional license fees shall be due and payable within thirty (30) days after the verification process concludes. If underpaid fees exceed five percent (5%) of the value of the total fees paid under this EULA, then You will also be liable to SeeUnity for the reasonable costs it incurred to perform the verification.
You will indemnify and hold SeeUnity, Inc., its licensors and resellers harmless from any and all lawsuits, claims, liabilities, damages, costs, and expenses, including attorney's fees, arising from or in connection with any third party claim (1) arising out of or relating to Your breach or any other failure to comply with this EULA; (2) alleging that any modification, enhancement or merger of any Licensed Products or portion thereof made by You or on Your behalf infringes any third party's copyright, patent, trade secret or other ownership or intellectual property right or any other legal right; and (3) arising out of or relating to any failure to comply with any Third Party Software Agreements.
- LIMITED WARRANTY
10.1 SeeUnity Inc. warrants to You that the Licensed Products delivered to You under this EULA will perform in accordance with its specifications stated in the Documentation for ninety (90) days after delivery when used with or on the recommended operating system, platform, and hardware configuration as specified in the Documentation. Your sole remedy in the event of a breach of the foregoing warranty within the stated ninety (90) day period will be that SeeUnity will, at its option, (1) repair or correct errors or defects in the Licensed Products that are reported by You; (2) replace any defective Licensed Products; or (3) refund Your original purchase price upon return of the Licensed Products and accompanying items. This warranty is contingent upon Your advising SeeUnity Inc. in writing within five (5) business days of discovery of any errors or defects, and upon proper use of the application for which the Licensed Products was intended, in compliance with this EULA.
10.2 The warranty does not apply to Licensed Products that has been modified without SeeUnity's approval, or to errors or defects arising from Your negligence or misuse, accident, electrical power failure, or causes other than ordinary use, or from any other breach of or circumstance outside the uses permitted under this EULA.
10.3 THE WARRANTY SET FORTH IN IN THIS PARAGRAPH 10 IS EXCLUSIVE AND IS THE SOLE WARRANTY EXTENDED BY SEEUNITY CONCERNING THE LICENSED PRODUCTS. SEEUNITY SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) RELATING TO THE LICENSED PRODUCTS AND ANY SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE, AND ANY WARRANTIES THAT YOUR INFORMATION OR DATA WILL NOT BE LOST OR DAMAGED. IF ANY IMPLIED WARRANTIES MAY NOT BE DISCLAIMED, THEY SHALL BE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE THE RELEVANT LICENSED PRODUCTS WERE PURCHASED.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL SEEUNITY OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND OR NATURE, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA (WHETHER YOURS OR ANY THIRD PARTY'S AND WHETHER SUCH DATA IS DELETED, DAMAGED OR LOST), BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF GOOD WILL, SYSTEM DAMAGE OR COSTS OF COVER, EVEN IF SEEUNITY OR A SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SEEUNITY'S TOTAL AGGREGATE LIABILITY FOR DAMAGES OF ANY KIND UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE LICENSED PRODUCTS ALLEGED TO HAVE DIRECTLY CAUSED THE DAMAGES AT ISSUE IN THE RELEVANT CLAIM.
- TERM AND TERMINATION
12.1 The term of the EULA will begin on the Effective Date and, unless earlier terminated by either party as provided elsewhere in this EULA, will continue as follows:
- If the Quote for the Licensed Products specifies that SeeUnity is granting You a subscription license, then the term will conclude upon the expiration of the initial subscription period set forth in the Quote or, if no such period is specified, upon the one (1) year anniversary of the date of the Quote. Unless either party notifies the other party in writing of its intent not to renew at least 30 days prior to the expiration of the then-current term, the EULA will automatically be extended for successive renewal terms of 12 months each, on the condition that You pay all applicable for the renewal term by the date of expiration of the current term.
- If the Quote for the Licensed Products specifies that SeeUnity is granting You a license to its migration software in connection with migration services being performed for You by SeeUnity, then the term will conclude upon the completion of such migration project.
- If the Quote for the Licensed Products specifies that SeeUnity is granting You a named data connector license, a named server license or a named user license, then the term will continue for as long as You use the Licensed Products which accompanied this EULA in accordance with the terms and conditions herein.
The applicable term set forth in the Quote (which in the case of a subscription license shall include the initial term plus any applicable renewal term(s)) is referred to herein as the “Term.”
12.2 This EULA terminates and Your rights hereunder will end automatically and without notice if You (i) fail to pay any amount charged for any Licensed Products as it comes due; (ii) breach or fail to comply with any provision herein; or (iii) initiate or become subject to bankruptcy or receivership or any assignments for the benefit of creditors or similar proceeding. Upon the occurrence of any of the foregoing, SeeUnity may, at its option without further notice to You and without obligation to allow You a cure period, notify You that this EULA is terminated and require You to return all media containing all copies of all Licensed Products and to remove any copies of the same from Your files and systems into which they or any of them were copied or installed, in a way that guarantees non-recoverability. You also agree that, upon SeeUnity's request, You will represent and warrant in writing under penalty of perjury that all copies of the Licensed Products have been returned to SeeUnity or destroyed.
12.3 Termination of this EULA for any reason will not relieve either Party of any obligation incurred prior to the date such termination took effect.
12.4 The following provisions will survive termination of this EULA for any reason: 2.1 (IP Rights), 3 (Restrictions); 5.1 (Third Party Components and Software), 7 (Export Control); 9 (Indemnity); 10.3 (Warranty Disclaimer), 11 (Limitation of Liability); 12.2 (Licensed Software Return), 12.4 (Surviving Provisions); 14 (General Provisions).
- US GOVERNMENT RESTRICTED RIGHTS
Licensed Products are provided to United Stated Federal agencies with RESTRICTED RIGHTS. The use, duplication or disclosure of the Licensed Products by the United States Government is subject to the restrictions stated in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227 –19 or subparagraphs (c)(i) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227 – 19 as applicable.
- GENERAL PROVISIONS
14.1 This EULA may not be modified or amended except by written agreement signed by both You and SeeUnity.
14.2 This EULA is governed by the laws of the State of Colorado, United States of America, without regard to its conflicts of law provisions. You agree that, if You acquired the Licensed Products outside the United States, the laws of the State of Colorado will apply to the extent permitted by the laws of the jurisdiction where You acquired the Licensed Products, and beyond that extent, the laws of that jurisdiction will apply. The United National Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply and are expressly excluded from this EULA and any matter arising hereunder. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal or state court in Denver, Colorado, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action seeking to enforce this EULA shall be entitled to recover its costs and reasonable attorney's fees from the other party.
14.3 Should any provision of this EULA be declared unenforceable in any jurisdiction, that provision shall be deemed severable and severed from this EULA which shall otherwise remain in full force and effect.
14.4 You acknowledge that You have read this EULA, understand it, and that by using any Licensed Products which it accompanies, You agree to be bound by all terms and conditions herein. You further agree that this EULA is the complete and exclusive statement of the agreement between SeeUnity and You regarding Your acquisition and use of such Licensed Products, that it represents a fair and mutually agreeable allocation of risks, and that it supersedes any other representation, communication proposal or prior agreement, oral or written, between You and SeeUnity or any of SeeUnity's personnel or agents relating to the subject matter of this EULA. No terms, conditions or provisions additional to or different from those stated in this EULA will be enforceable against SeeUnity unless SeeUnity gives its separate express consent thereto, including an express waiver of the terms of this EULA that would otherwise apply, in writing signed by an officer of SeeUnity.
14.5 You assume full responsibility for all use of the Licensed Products and agree to use them in a legal and responsible manner and in compliance with the terms of this EULA.
The manufacturer of the Licensed Products is SeeUnity Inc. If You have any questions concerning this EULA, or if You desire to contact SeeUnity for any reason, please call Your nearest SeeUnity office or the reseller from which You obtained Your Licensed Products.
Copyright 2004-2019 SeeUnity Inc. All rights reserved. SeeUnity Inc. and its logo, and the SeeUnity Suite of Products are trademarks of SeeUnity Inc. in the United States and other countries.