These license terms are an agreement between Oat Foundry, LLC, and you. These terms apply to the Oat Foundry Split Flap software (Software). They also apply to any Software:
- internet-based services,
- monthly fees,
- plug-ins, add-ons, licenses, and additions
for this Software, unless other terms accompany those items. If so, those terms apply.
By using the Software, you accept these terms.
- The Software, any third-party software, documentation, interfaces, content, fonts and any data accompanying this License whether pre-installed on hardware, on internal storage, on removable media, on disk, in read only memory, on any other media or in any other form are licensed, not sold, to you by Oat Foundry, LLC (“OF”) for use only under the terms of this License. OF retain ownership of the Software itself and reserve all rights not expressly granted to you.
- OF, at its discretion, may make available future upgrades or updates to the Software. The terms of this License will govern any software upgrades or updates provided by OF that replace and/or supplement the original Software product, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern.
2. LICENSE GRANT
- Right to Use. Subject to and in consideration of your full compliance with the terms and conditions of this License, OF grants to you a personal, non-exclusive license to use the Software during the period stated in the applicable Purchase Order (if no period is specified, You may use the Software perpetually). If you are an individual consumer, this license grant allows you to use the Software in connection with your own personal use. If you are a business entity, this License grant allows you to use the Software in connection with the internal business operations of your entity. In addition, you may make a reasonable number of copies of the Software solely as needed for backup or archival purposes.
- Third Party Use. If you are a business entity, you may allow your contractors (each, a “Permitted Third Party”) to use the Software solely for the purpose of providing services to you, provided that such use is in compliance with this License. You are liable for any breach of this License by any Permitted Third Party.
- Rights Reserved. The Software is licensed and not sold. Except for the license expressly granted in this License, OF, on behalf of itself and its affiliates and suppliers, retains all rights in and to the Software and in all related materials (“Works”). The rights in these Works are valid and protected in all forms, media and technologies existing now or hereafter developed. Any use of Works other than as expressly set forth herein is strictly prohibited.
- Ownership. OF, on behalf of itself and its affiliates, retains ownership of the Works and all related intellectual property rights. If Software is provided to You on removable media (e.g., CD, DVD or USB drive), You may own the media on which the Software is recorded.
3. LICENSE CONDITIONS
- You and your Permitted Third Parties must do the following:
- Run the Software only on the hardware for which it was intended to operate, when applicable;
- Treat the Software as OF confidential information; and
- Abide by the export control and economic sanctions laws of the United States, the European Union and other applicable jurisdictions. Under these laws, the Software must not be used, sold, leased, exported, imported, re-exported or transferred except in compliance with such laws, including, without limitation, export licensing requirements, end user, end-use and end-destination restrictions, prohibitions on dealings with sanctioned individuals and entities, including but not limited to persons on the Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List, or the U.S. Department of Commerce Denied Persons List. You represent and warrant that you are not the subject or target of, and that you are not located in a country or territory (including without limitation, North Korea, Cuba, Iran, Syria, and Crimea) that is the subject or target of economic sanctions of the United States, European Union or other applicable jurisdictions.
Except as otherwise permitted by this License or by mandatory law (meaning a law that the parties cannot change by contract), you must not, and must not allow your Permitted Third Parties, to do the following:
- Modify or remove any proprietary notices or markings on or in the Software;
- Violate or circumvent any technological use restrictions in the Software;
- Sell, loan, rent, lease, sublicense, distribute or encumber (e.g., by lien, security interest, etc.) the Software;
- Use any trademarks or service marks of OF, its affiliates or suppliers;
- Provide access to the Software or allow use by any third party, other than Permitted Third Parties, without OF’s prior written consent;
- Copy, republish, upload, post or transmit the Software in any way;
- Modify or create derivative works based upon the Software, or decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part;
- Attack or attempt to undermine the security, integrity, authentication or intended operation of the Software;
- Create or permit others to create Internet “links” to the Software or “frame” or “mirror” the Software on any other server, wireless or Internet-based device;
- Use the Software to create a competitive offering;
- Use the Software to create other software, products or technologies;
- Assign this License, or any right or obligation under this License, or delegate any performance, without OF’s prior written consent. Even if OF consents to an assignment, you remain responsible for all obligations under this License that you incurred prior to the effective date of the assignment.
4. DEVELOPMENT TOOLS
If the Software includes development tools, such as scripting tools, APIs or sample scripts (collectively “Development Tools”), and unless there is a separate agreement between you and OF for the Development Tools, you may use such Development Tools to create new scripts and code for the purpose of customizing your use of the Software (within the parameters set forth in this License and in the Development Tools themselves) and for no other purpose.
5. Support Services Not Included
If you purchase maintenance and support for Software, such services are identified in your Purchase Order and will be provided under a separate services agreement.
OF may terminate this License if you or a Permitted Third Party commits a material breach of this License and fails to cure such breach within thirty (30) days following your receipt of notice of the breach from OF. This right to terminate applies accordingly if OF does not receive timely payment for the licenses to the Software. When this License terminates, all licenses granted automatically terminate and you must immediately cease use of the Software and return or destroy all copies of the Software. Except as otherwise agreed by OF, you will not get a refund from OF if this License is terminated. Rights and obligations under Sections of this License that, by their nature should survive, will survive termination, as well as obligations for payment.
7. Warranty Disclaimer
Under this License, OF provides neither any warranties for the Software nor does it provide support for the Software. Your rights under any warranties and any support entitlements for Software acquired for a fee are solely between you and OF, and are defined under the commercial terms agreed between you and OF. Accordingly, except as otherwise offered by OF, the Software is provided by OF under this License “As Is” without any warranties or conditions. To the maximum extent permitted by applicable law, OF, on behalf of itself and its affiliates and suppliers: (a) makes no express warranties or conditions related to the Software; (b) disclaims all implied warranties and conditions related to the Software, including merchantability, fitness for a particular purpose, title, and non-infringement; and (c) disclaims any warranty or condition arising by statute, operation of law, course of dealing or performance, or usage of trade. OF does not warrant uninterrupted or error-free operation of the Software. This Section does not affect or modify any of the statutory warranty rights that are available to consumers.
8. LIMITATION OF LIABILITY
The limitations, exclusions and disclaimers set forth in your Purchase Order shall apply to all disputes, claims or controversies (whether in contract, tort or otherwise) between you and OF related to or arising out of: (a) this License; (b) the breach, termination or validity of this License; or (c) any Orders (each, a “Dispute”). In the absence of applicable Purchase Order terms, the terms set forth in this Section shall apply to all Disputes.
Except for your obligation to pay for the Software, or for your violation of the License Grant and License Conditions set forth herein or of OF’s intellectual property rights, the total liability of you and OF (including its affiliates and suppliers) arising out of any Dispute is limited to the amount you paid for the Software that is the subject of the Dispute, but excluding amounts received as reimbursement of expenses or payment of taxes. Notwithstanding anything otherwise set forth above, OF and its affiliates have no liability for any direct damages resulting from your use or attempted use of Third-Party Software, Free Software or Development Tools.
Except as stated in this Section, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues.
9. ADDITIONAL TERMS
- Notices. The parties will provide all notices under this License in writing. Unless provided otherwise in a Purchase Order, you must provide notices to OF by e-mail to [email protected]
- Waiver and Severability. Failure to enforce a provision of this License will not constitute a waiver of that or any other provision of this License. If a court of competent jurisdiction determines that any part of this License or document that incorporates this License by reference is unenforceable, that ruling will not affect the validity of all remaining parts.
- Modifications. This License may only be modified in writing signed by both parties, provided, however, that OF may, in its sole discretion, update the License Terms at any time. Any changes that OF makes to the License Terms will only apply to Purchase Orders that occur after OF posts those changes online.
- Governing Law and Jurisdiction. The governing law and jurisdiction provisions set forth in your Purchase Order shall apply to this License.
- Third Party Rights. Other than as expressly set out in this License, this License does not create any rights for any person who is not a party to it, and no person who is not a party to this License may enforce any of its terms or rely on any exclusion or limitation contained in it.
- Entire Agreement. You acknowledge that you have read this License, that you understand it, that you agree to be bound by its terms, and that this License, along with the Purchase Order terms into which this License may be incorporated (as applicable), is the complete and exclusive statement of the agreement between you and OF regarding your use of the Software. All content referenced in this License by hyperlink is incorporated into this License in its entirety and is available to you in hardcopy form upon your request. The pre-printed terms of your Purchase Order or any other document that is not issued or signed by OF do not apply to the Software. You represent that you did not rely on any representations or statements that do not appear in this License when accepting this License.