EULA - End User License Agreement
MigoMobile, a DT Technologies, LLC Company
SOFTWARE LICENSE AGREEMENT
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING, COPYING OR DISTRIBUTING ALL OR ANY PORTION OF THE MIGOMOBILE SOFTWARE (“SOFTWARE”) YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR, THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 8; AND LIABILITY IN SECTION 10. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.
“Software” means (a) all of the contents of the files (provided either by electronic download, on physical media or other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) related explanatory written materials or files (“Documentation”); and (ii) fonts; and (iii)upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by DT Technologies(collectively, “Updates”). “Use” or “Using” means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation. “Permitted Number” means once (1) unless otherwise indicated under a valid license (e.g. volume license) granted by DT Technologies. “Computer” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. “DT Technologies” means DT Technologies, LLC, a Nevada LLC, 101 Howard Street, Suite 300, San Francisco, California 94105.
2. Software License.
If you obtained the Software from DT Technologies or one of its authorized licensees, and subject to your compliance with the terms of this agreement (“Agreement”), including the restrictions in Section 3, DT Technologies grants you a non-exclusive license to Use the Software for the purposes described in the Documentation as follows:
2.1. General Use. You may install and Use a copy of the Software on your compatible Computer, up to the Permitted Number of computers. The Software may not be shared, installed or used concurrently on different computers. See Section 3 for important restrictions on the Use of MigoMobile.
2.2. Server Use and Distribution. You may install one copy of the Software on a computer file server within your internal network for the sole and exclusive purpose of (i) using the Software (from an unlimited number of client computers on your internal network) via Windows Terminal Services and (ii) allowing for printing within your internal network. Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including but not limited to use of the Software (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.
Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any Computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 4.
2.4. Portable or Home Computer Use. If and only if the Software is MigoMobile® DESKTOP, in addition to the single copy permitted under Sections 2.1 and 2.2, the primary user of the Computer on which the Software is installed may make up to three (3) additional copies of the Software for his or her exclusive Use on either a portable Computer or a Computer located at his or her home, provided the Software on the portable or home Computer is only used to transfer or synchronize data between a primary Computer and another Computer.
2.5. No Modification.
You may not modify, adapt, translate or create derivative works based upon the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested DT Technologies to provide the information necessary to achieve such operability and DT Technologies has not made such information available. DT Technologies has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by DT Technologies and any information obtained by you by such permitted decompilation may only be used by you for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information should be directed to the DT Technologies Customer Support Department.
2.6. Third Party Website Access
The Software will allow you to access third party websites (“Third Party Sites”). Your access to and use of any Third Party Sites, including any goods, services or information made available from such sites, is governed by the terms and conditions found at each Third Party Site, if any. Third party Sites are not owned or operated by DT Technologies. YOUR USE OF THIRD PARTY SITES IS AT YOUR OWN RISK. DT TECHNOLOGIES MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EPXRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD PARTY SITES.
3.1. Prohibited Devices. You may not use the Software on any non-PC device or with any embedded or device version of any operating system. For the avoidance of doubt, and by example only, you may not use a Software on any (a) set top boxes (STB), web tablets, web pads and Tablet PCs that are not running Windows XP or Windows Vista Tablet Edition, game consoles, TVs, DVD players, electronic billboards or other digital signage, internet appliances or other internet-connected devices, PDAs, medical devices, ATMs, telematic devices, gaming machines, home automation systems, remote control devices, kiosks, or any consumer device, (b) operator-based mobile, cable, satellite, or television systems or (c) closed system devices.
3.2. Notices. You shall not copy the Software except as set forth in Section 2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear in the Software.
You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s Computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity, (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
5. Intellectual Property Ownership, Copyright Protection.
The Software and any authorized copies that you make are the intellectual property of and are owned by DT Technologies, LLC and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of DT Technologies, LLC and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, any by international treaty provisions. Except as expressly stated herein, the Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by DT Technologies and its suppliers.
6. Consent to Use of Data. You agree that DT Technologies and its affiliates or suppliers may collect and use technical and related information, including but not limited to technical information about your Computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of Software Updates, product support and other services to you (if any) related to the DT Technologies and to verify compliance with the terms of the Agreement. DT Technologies may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services or technologies to you.
7. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Computer after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same computer; (b) the previous versions or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation DT Technologies may have to support the previous versions of the Software may be ended upon availability of the Update.
8. LIMITED WARRANTY. Except as may be otherwise provided in Section 16, DT Technologies warrants to the individual or entity that first purchases a license for the Software for use pursuant to the terms of this Agreement that the Software will perform substantially in accordance with the Documentation for the ninety (90) day period following the receipt of the Software when used on the recommended operating system and hardware configuration. Non-substantial variation of performance from the Documentation does not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO PATCHES, FONT SOFTWARE CONVERTED INTO OTHER FORMATS, PRE-RELEASE (BETA), TRYOUT, STARTER, EVALUATION, PRODUCT SAMPLER, OR NOT FOR RESALE (NFR) COPIES OF SOFTWARE, OR WEBSITES, ONLINE SERVICES OR CD SERVICES (See Section 16). All warranty claims must be made, along with proof of purchase, to the DT Technologies Customer Support Department within such ninety (90) day period. Visit the DT Technologies Customer Support pages at www.migomobile.com/support for more information about warranty claims. If the Software does not perform substantially in accordance with the Documentation, the entire liability of DT Technologies and its affiliates and your exclusive remedy will be limited to either, ad DT Technologies’ option, replacement of the Software or refund of the license fee you paid for the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. For further warranty information, please see the jurisdiction specific provisions at the end of this Agreement, if any, or contact the DT Technologies Customer Support Department.
9. DISCLAIMER. THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY DT TECHNOLOGIES AND ITS AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR DT TECHNOLOGIES, ITS AFFILIATES OR SUPPLIERS’ BREACH OF WARRANTY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY AND ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, DT TECHNOLOGIESAND ITS AFFILIATES AND SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ANY WEBSITES, ONLINE SERVICES AND CD SERVICES AS-IS AND WITH ALL THE FAULTS AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. The provisions of Sections 8 and 10 will survive the termination of the Agreement, howsoever caused, but this will not imply or create any continued right to Use the Software after termination of this Agreement.
10. LIMITATION OF LIABILITY. EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE AND AS OTHERWISE PROVIDED IN SECTION 16, IN NO EVENT WILL DT TECHNOLOGIES OR ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTIONS, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF A DT TECHNOLOGIES REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. DT TECHNOLOGIES’ AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. Nothing contained in this Agreement limits DT Technologies’ liability to you in the event of death or personal injury resulting in DT Software’s negligence or for the tort of deceit (fraud). DT Technologies is acting on behalf of its affiliates and suppliers for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact the DT Technologies Customer Support Department.
11. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in: (a) the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or (b) Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or (c) England, if a license to the Software is purchased when you are in any jurisdiction not described above. The respective courts of San Francisco County, California when the law of California applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
13. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which will remain valid and enforceable according to its terms. This Agreement will not prejudice the statutory rights of any party dealing as a consumer. For example, for consumers living in New Zealand who obtain the Software for personal, domestic or household use (not business purposes), this Agreement is subject to the Consumer Guarantees Act. This Agreement may only be modified by a writing signed by an authorized officer of DT Technologies. This is the entire Agreement between DT Technologies and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising related to the Software.
14. Notice to U.S. Government End Users. The Software and related Documentation are “Commercial It