END USER LICENSE AGREEMENT
Clause Logic, Inc.
IMPORTANT – READ CAREFULLY: This End User License Agreement (this “EULA”) is a legal agreement between any user of the Licensed Software (“Licensee”) and Clause Logic, Inc., as the licensor (“Licensor”). The EULA authorizes Licensee to use the Licensed Software only under the terms and conditions set forth below. Read this EULA carefully before using the Licensed Software. By using the Licensed Software Licensee is automatically agreeing to, and will be bound by, all the terms and conditions stated below, regardless of whether this EULA is signed by Licensor. If Licensor does not agree to all the terms and conditions stated below, Licensee is not licensed to use the Licensed Software, Licensee is prohibited from using the Licensed Software for any purpose, and Licensee must return immediately to the Licensor all copies of the Licensed Software.
Licensed Software. As used in this EULA, the term “Licensed Software” means Licensor’s software product marketed under the name “Clause Logic” or any substitute or successor name, including all modifications, improvements, enhancements, upgrades, and versions of such software product. The term “Licensed Software” includes, without limitation, all IPR, defined below, arising in, to, or under the Licensed Software.
Licensor’s Intellectual Property Rights. The Licensed Software and all intellectual property rights (“IPR”) in and to the Licensed Software are owned exclusively by Licensor, its licensors and affiliates. For purposes of this EULA, IPR means all rights commonly regarded as intellectual property rights under applicable law anywhere in the world, including, without limitation, copyrights, trademarks, patents, trade secrets, know-how, and unpatented inventions. The structure, organization, and code of the Licensed Software constitute valuable trade secrets and confidential information. Licensee must reproduce and include Licensor’ copyright notices on any copies of the Licensed Software that it makes or causes to be made. The preceding sentence does not constitute a license or permission to make copies of the Licensed Software.
License Grant. Licensor grants to Licensee a non-exclusive, non-sublicenseable, right and license (“License”) to use the Licensed Software in the ordinary course of Licensee’s business, for the purposes for which it was intended. The License is revocable and terminable as provided elsewhere in this EULA. This EULA and the License may be transferred or assigned only as expressly provided in this EULA. The Licensed Software is only licensed under this EULA; it is not sold, and copies of it are not sold. Licensee shall claim no ownership rights in the Licensed Software or any copy of it. Any rights in, to, or under the Licensed Software that are not expressly granted to Licensee under this EULA are reserved to Licensor.
Limitations on the Scope of the License. Notwithstanding Section 3:
Licensee may keep only one copy of the Licensed Software on the computer that is running it in actual use, in addition to the copy supplied by Licensor. Licensee may make unlimited copies of the instructions and documentation supplied by Licensor.
Licensee may transfer all, but not less than all, of the Licensee’s rights in the Licensed Software to a person who is succeeding to the business and assets of the Licensee. The Licensee will notify the Licensor of any such transfer. The transferee will be bound automatically by all the terms and conditions of this EULA. If the transferee at any time refuses to acknowledge that it is so bound, the transfer will be null and void, and the Licensor may cancel and revoke the License as of the date of the purported transfer.
The Licensed Software is licensed only in the form of object code or executable code. Licensee may not reverse engineer, decompile, or disassemble the Licensed Software and may not direct, facilitate, or assist any other person in doing so.
Licensee shall not create derivative works based upon the Licensed Software and shall not conduct a service bureau business, i.e., run the Licensed Software for compensation for the benefit of others, using the Licensed Software.
Misuse of the Licensed Software. Licensee shall use the Licensed Software strictly in accordance with applicable laws. Licensee is responsible for any illegal use or other misuse of the Licensed Software by any person, including the Licensee’s employees and independent contractors.
Individual User Representations. Each individual user who uses the Licensed Software represents to Licensor, and Licensor relies on such representations, as follows: that such individual is in fact authorized by the Licensee to use the Licensed Software; and that to the best knowledge of the individual, the Licensee has agreed to all the terms and conditions of this EULA and is bound thereby.
Term and Termination. This EULA is effective from the date Licensee first installs and uses the Licensed Software, and for as long thereafter as Licensee lawfully and rightfully possesses a copy of the Licensed Software. The License will expire and will be deemed cancelled upon termination of this EULA for any reason. This EULA will be terminated immediately and automatically if the License Software is used in violation of this EULA. Upon termination of this EULA for any reason, Licensee shall destroy all copies of the Licensed Software and related documentation and other materials.
Warranty Disclaimers and Liability Limitations
General Disclaimer. The Licensed Software is provided “as-is”, “with all faults”, and without any warranty of any kind, whether express or implied, except for the “IPR and Malicious Code Warranties” stated below in this section. Licensor specifically and without limitation disclaims the implied warranties of merchantability and fitness for a particular purpose. Licensor does not warrant that the Licensed Software will function without error or interruption, or that any particular result will be achieved from using the Licensed Software. Licensee assumes all risks of any kind from the use of the Licensed Software. Licensee confirms and agrees that except for the IPR and Malicious Code Warranties, no warranties, representations, or product descriptions regarding the Licensed Software have been made to Licensee, and no warranties, representations, or product descriptions regarding the Licensed Software have been relied upon by Licensee.
IPR and Malicious Code Warranties. Licensor warrants that the Licensed Software, when used in the United States, as intended and in accordance with any of its documentation, will not infringe the IPR of any other person. Licensor warrants that the Licensed Software does not contain any malicious code, such as “Trojan horses”, worms, and viruses.
Exclusion of Certain Types of Damages; Damages Cap. Neither party, including its directors, officers, employees, agents, representatives, and affiliates (“Related Parties”) will be liable to the other party or its Related Parties, whether under this EULA or otherwise, except under another express contract, for any of the following:
any indirect, special, consequential, punitive, or exemplary damages, nor for any attorney fees or costs of litigation, no matter how labeled or designated, regardless of the legal theory on which such liability is predicated, whether in tort, strict liability, contract, statute, or otherwise, and regardless of whether the party sought to be held liable is aware of the possibility of such damages. As used above, “consequential damages” includes, but is not limited to, the following, however caused: lost revenue or profits, lost opportunity, liability to third parties, or costs of obtaining cover or substitute goods or services; or
aggregate damages in excess of one year’s license fee payable by one Licensee for one copy of the Licensed Software.
Severability. If any provision of this EULA is invalid or unenforceable, it shall be deemed deleted and replaced with a valid and enforceable provision that conforms as nearly as possible to the intent of the parties as evidenced by this EULA.
Technical Support; Use of Feedback and Technical Data. Licensor has no obligation to furnish any technical support services or to debug the Licensed Software unless separately agreed in writing. Licensor shall be free to use all feedback and technical data received from Licensee resulting from Licensee’s access to and use of the Licensed Software. For purposes of this paragraph, the term “technical data” includes, without limitation, non-personally identifying information regarding usage, performance, reliability, and stability. All feedback and technical data regarding the Licensed Software are the property of Licensor upon their creation.
Data Storage by Licensor. Licensee agrees that Licensor stores and uses all data and information required for the business relationship between the parties, including but not limited to contractual documents and papers as well as data and information of and about Licensee other persons. Either party may disclose any such data and information internally or to its Related Persons, but only in compliance with data protection laws, as applicable.
Export Control. The Licensed Software, including technical data and cryptographic software, may be subject to export controls arising under the laws of the United States or Switzerland, Germany, or the European Union, and may be subject to import or export controls in other countries. Licensee shall strictly comply with all applicable import and export regulations when distributing or using the Licensed Software. Without limiting the generality of the foregoing, to the extent required by U.S. Export Administration Regulations, Licensee shall not disclose or otherwise export or re-export the Licensed Software or any part thereof to any country (including a national or resident of such country) to which the U.S. has restricted or prohibited the export of goods or services. Licensee represents and warrants that Licensee is not: (a) located in any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist sponsoring" country, or (ii) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce List of Denied Persons or Entities.
For U.S. Government End Users. The Licensed Software was developed at private expense, and each component thereof is a “commercial item”, as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and FAR 52.227-19 Commercial Computer Software License. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Licensed Software with only those limited rights set forth therein. The publisher is Clause Logic, Inc., 950 North Washington St., 3rd Floor, Alexandria, VA 22314.
Governing Law; Enforcement of Rights. This EULA is governed by the laws of the District of Columbia, excluding its provisions regarding conflict of laws; provided, however, that the copyright laws of the United States will apply to any copyright issues arising hereunder. This EULA may be enforced in any court of competent jurisdiction, including, without limitation, a court located in the District of Columbia. The parties waive any objection they might otherwise have had to such venue or jurisdiction and agree not to claim that the District of Columbia is an inconvenient forum. If Licensor deems it necessary to engage in any suit or other proceeding to enforce its rights under this EULA, Licensor will be entitled to recover from Licensee, in addition to any other sums due, reasonable attorney fees, costs, and disbursements.
Beta Versions. Some versions of the Licensed Software are beta. experimental, non-production, or introductory versions of the Licensed Software (each, a “Beta Version”). The provisions of this section apply only to Beta Versions:
Licensee understands that it is using a Beta Version, and it is likely that such version will contain more than the usual number of bugs, will be unstable, and will crash frequently. The details of Licensee’s experience using a Beta Version, including any problems or defects encountered by the Licensee, constitute confidential and proprietary information of the Licensor; Licensee shall not disclose such information to any person other than Licensor. Licensee is authorized to distribute copies of the Beta Version to other persons, and such other persons may use their copies of the Beta Version for its intended purposes. Use of a copy of the Beta Version will constitute consent to the terms and conditions of this EULA. Licensor is under no obligation to update, maintain, or support any copies of the Beta Version that have been distributed under this section by the original Licensee. Licensor reserves the right to terminate the License as to any Beta Version, effective 30 days after posting notice of termination on its website.
Miscellaneous. This EULA: (a) represents the entire agreement between the parties relating to the Licensed Software; (b) supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to its subject matter; and (c) takes precedence over any conflicting or additional terms of any acknowledgement or similar communication between the parties, unless the parties specifically and expressly agree in writing that it shall not take precedence. No modification to this EULA will be binding, unless in writing and signed by a duly authorized representative of each party. This EULA shall be binding on and shall inure to the benefit of the heirs, successors, and assigns of the parties hereto. The failure of either party to enforce any right resulting from the breach of any provision of this EULA by the other party will not be deemed a waiver of any right related to a subsequent breach of such provision or any other right hereunder.
Clause Logic, Inc.
By: /s/ Julie Saltman, CEO
May 4, 2021