Terms of Service
This Terms of Service (“Terms of Service”) and all of the terms and conditions herein applies to Software and/or products provided by Abzooba. Inc. (“Company”) and User (“User”). READ THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE SOFTWARE THAT IS SUBJECT TO THIS AGREEMENT. BY DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, ABZOOBA, INC. WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO CUSTOMER AND YOU MUST NOT USE THE SOFTWARE OR DOCUMENTATION. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT INSTALLING THE SOFTWARE.
Grant of License for Registered Users;
The Company shall provide User with access to the Software and user products subject to the terms and conditions of this License Agreement. The Software is licensed as a single product (“Product”), and you may not separate its component parts for use on more than one (1) computer or device unless expressly authorized by the Company. Abzooba, Inc (the “Company”), grants you a limited, non-exclusive, non-transferable license, effective only during the standard/enterprise period set forth on the document of acceptance, to use the product with which this license is distributed (the “Software”), including any documentation files accompanying the Software (the “Documentation”), on a single server (if the Software is server based) or personal computer or workstation (the “Computer”) to support up to the number of simultaneous users for which you have paid the license fee provided that:
- the Software is installed on only one server or personal computer;
- the Software is NOT modified;
- all copyright notices are maintained on the Software; and you agree to be bound by the terms of this License Agreement.
The Software and Documentation shall be used only by you, only for your own personal or business use (as applicable, per the specific type of license purchased by you), and not for the benefit of any other person or entity.
Fees, Billing and Payment Terms
Customer shall pay all fees under this Agreement in accordance with this section and the applicable order. The amounts payable to Abzooba, Inc are exclusive of any sales, use, excise, value added, import, business, service, goods and services, consumption, withholding or other applicable taxes, tariffs or duties. Customer is solely responsible for payment of all Taxes except for any taxes based solely on Abzooba, Inc net income. If Customer is required to pay any Taxes, Customer shall pay such Taxes with no reduction or offset in the amounts payable to Abzooba, Inc hereunder. If Abzooba, Inc has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Abzooba, Inc with a valid tax exempt certificate authorized by the appropriate taxing authority detailed in the offer documents and confirmed through the documents of acceptance for the standard/enterprise period.
You have no ownership rights in the Software. Rather, this License Agreement grants to you a limited license as discussed herein to use the Software only as long as this License Agreement remains in full force and effect. Ownership of the Software, Documentation and all intellectual property rights therein shall remain at all times with the Company. Except as specifically set forth herein, any use of the Software by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
The Software and Documentation contain material that is protected by United States federal and state copyright, trademark and trade secret law, and by international treaty provisions. The company expressly reserves all rights not granted to you. You may not remove any proprietary notice of Abzooba, Inc from any copy of the Software or Documentation.
You may not copy, publish, display, disclose, rent, lease, modify, loan or distribute the Software, or create derivative works based on the Software or any part thereof. You shall not reverse engineer, decompile, translate, adapt, or disassemble the Software, nor shall you attempt to create the source code from the object code for the Software. You may install and use one copy of the Software, on a single Computer. You may store a copy of the Software on a storage device, such as a network server, however, you must acquire and dedicate a license for each separate Computer on which the Software is installed from the storage device. The primary user of the Computer on which the Software is installed may make a second copy for his or her exclusive use on a portable computer as long as you only use it on one computer at a time. A license for the Software may not be shared or used concurrently on different Computers. You shall not: (a) violate, tamper with, bypass, modify, defeat, or circumvent any of the functions or protections of the Software, or any mechanisms operatively linked to the Software; or (b) remove, alter, cover, or deface any trademarks or proprietary legends, notices or language in or on the Software.
You acknowledge that the Software contains proprietary information and trade secrets of the Company, including without limitation Company source code and its underlying logic and concepts (“Confidential Information”). You shall prevent and not allow any Confidential Information or materials to be disclosed, used, sold, assigned, leased, sub-licensed, commercially exploited or marketed in any way or manner by you (or your employees, agents or representatives, if applicable); and you shall not permit any such persons to use any portion of the Software for the purpose of deriving the source code of the Software or defeating any key related to the Software. Without limitation of the foregoing, all Confidential Information shall be protected by you from disclosure to others with at least the same degree of care as that which is accorded your own proprietary information, but in no event with less than reasonable care.
THE COMPANY WARRANTS, FOR A PERIOD OF THIRTY (30) DAYS AFTER PURCHASE, THAT THE SOFTWARE WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION. SHOULD THE SOFTWARE NOT SO OPERATE, YOUR EXCLUSIVE REMEDY, AND THE COMPANY’S SOLE OBLIGATION UNDER THIS WARRANTY, SHALL BE, AT THE COMPANY’S SOLE DISCRETION, CORRECTION OF THE DEFECT OR REFUND OF THE PURCHASE PRICE PAID FOR THE SOFTWARE. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED BY THE COMPANY REGARDING THE SOFTWARE. EXCEPT FOR THE LIMITED WARRANTY ABOVE, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.
Limitation of Liability
IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES, OR FOR ANY CLAIM BY ANY OTHER PARTY, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, SERVICES AND/OR DELIVERABLES, OR OTHERWISE SHALL NOT EXCEED THE AMOUNT OF THE APPLICABLE FEES PAID BY YOU UNDER THIS AGREEMENT. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE SOFTWARE OR INFORMATION ABOUT SUCH SOFTWARE WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF APPLICABLE COUNTRIES. YOU SHALL NOT EXPORT THE SOFTWARE, DOCUMENTATION, OR INFORMATION ABOUT THE SOFTWARE AND DOCUMENTATION WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS.
You agree to defend, indemnify, and hold harmless the Company and its officers, employees, agents and representatives from any demand, claim, loss, liability or damage, including reasonable attorneys’ fees and costs (“Losses”), that it or any of them may incur by reason of or arising out of any third party claim that is based in whole or in part upon any claim or allegation relating to the use of the Software by you (or your employees, agents or representatives, as applicable).
Term and Termination
The license granted hereunder shall be effective during the Standard & Enterprise Period. After the Standard Period, this License Agreement shall continue in effect only upon complete payment by you, and acceptance by the Company, of the applicable Fee (as set forth in Section 1 above). Upon payment of the Fee by you, this License Agreement will remain effective until it is terminated. You may terminate this License Agreement at any time by destroying or returning to the Company all copies of the Software and Documentation in your possession or under your control. The Company may terminate this License Agreement upon determination by the Company that you have violated any of the terms of this License Agreement. Upon notification of termination (which may be posted generally upon the Company’s web site), you agree to destroy or return to the Company all copies of the Software and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. You shall not be entitled to any refund of the license fees upon such termination. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this Software License Agreement.
You hereby authorize the Company to publicly identify you as a customer of the Company and include your name and logo on the Company’s website and other promotional and marketing materials.
During the license term for the Software and for a period of three (2) years after its expiration or termination, You will take reasonable steps to maintain complete and accurate records of Your use of the Software sufficient to verify compliance with this EULA. No more than once per twelve (12) month period, you will allow Abzooba Inc and its auditors the right to examine such records and any applicable books, systems and accounts, upon reasonable advanced notice, during your normal business hours. If the audit discloses underpayment of license fees, you or Your Approved Source will pay such fees plus the reasonable cost of the audit within thirty (30) days of receipt of written notice.
Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), by a nationally-recognized express mail service or by confirmed email. Notice will be effective upon receipt or refusal of delivery.
Except for payment of Fees, which shall be made as soon as reasonably practicable in light of the force majeure event, in no event will either party be liable for any delay or failure to perform under this Agreement which is due to causes beyond the reasonable control of such party.
You agree that any violation of or non-compliance with any term or condition this EULA by you will constitute an unlawful and unfair business practice, and will cause irreparable harm to Abzooba Inc, for which monetary damages would be inadequate, and you consent to Abzooba Inc. obtaining any injunctive or equitable relief that Abzooba Inc deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that may be available to Abzooba Inc. under contract, at law or in equity.
This License Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. You may not assign or transfer this License Agreement or any rights hereunder to any other person or entity without the prior written consent of the Company.
This License Agreement shall be construed, interpreted and governed by the laws of the State of California, in the United States of America (USA) without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate court sitting in Santa Clara County, California, USA.
This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably affect the intention of the parties.
User hereby accepts the terms of this Agreement and acknowledges the terms herein. By obtaining a paid subscription, User acknowledges that User has read, understands and agrees to all of the terms, conditions, obligations and limitations of this Agreement.