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End User License Agreement

 Updated as of September 2017

QLOUDABLE END USER LICENSE AGREEMENT

 

“You” and “Your” means the individual or legal entity using or installing a Qloudable Product. Do not use or install the Qloudable Product until you have carefully read the following terms and conditions. By using or installing the Qloudable Product You agree to the terms of this EULA. If you are entering into this EULA on behalf of a legal entity, you represent that you have the authority to bind that entity. If you do not have such authority or you do not wish to so agree, do not use or install the Qloudable Product.

1. DEFINITIONS.

  • “Affiliate” shall mean any company, corporation, partnership, joint venture, political subdivision, or other entity in which either party directly or indirectly controls at least fifty percent (50%) of the profits or voting rights or which is controlled by a common parent.
  • “Qloudable” shall mean Qloudable, Inc., a Delaware corporation with its offices currently located at 8201 164th NE, Suite 200, Redmond, WA 98052, as may be changed from time to time.
  • “Qloudable Product(s)” shall mean the licensed software programs, applications, and all associated documentation, trademarks and icons, technologies, information, know-how, intellectual property, information and data generated by Qloudable, including any modifications, enhancements, updates and derivatives thereof.

2. LICENSE.

Subject to the terms and conditions of this License, you are granted a limited non-exclusive license to use the Qloudable Product(s). This End User License Agreement (“EULA”) allows You to download, install and access the Qloudable Product(s) for your internal use only, subject to the terms and conditions of this Agreement.

3. OWNERSHIP.

Qloudable retains ownership of all intellectual property rights in and to the Qloudable Product(s), including copies, improvements, enhancements, derivative works and modifications thereof. You do not, and shall not, acquire any other express or implied right, title or interest in any Qloudable Product, or any copyrights, trademarks, patents, or other intellectual property rights therein, which shall at all times remain the property of Qloudable or a relevant third party.

Your rights to access and use the Qloudable Product(s) are limited to those expressly granted in this EULA. No other rights with respect to the Qloudable Product(s) or any related intellectual property rights are granted or implied.

4. LIMITATIONS AND RESTRICTIONS.

You will not and will not allow any other person or entity to:

  1. Transfer, sublicense, rent, lend, sell, redistribute or assign Your rights under this license to any other person or entity;
  2. Reverse engineer, copy, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Qloudable Product(s);
  3. Remove, modify, or conceal any product identification, copyright, proprietary, intellectual property notices or other marks on or within the Qloudable Product(s); and
  4. Reproduce materials in violation of any applicable copyright laws, Qloudable’s or any other person or entities’ intellectual property rights, nor will you use the Qloudable Product(s) in violation of any applicable government laws or regulations.

5. REPRESENTATIONS AND WARRANTIES.

Qloudable represents and warrants to You that it has sufficient rights in and to the Qloudable Product(s) to grant You the license granted under this Agreement. Qloudable further warrants that the Qloudable Product(s) does not and will not infringe or misappropriate the intellectual property rights of any third party. You represent and warrant that: (a) You have the right to enter into this Agreement.

6. EXCLUSION OF OTHER WARRANTIES AND SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, QLOUDABLE DISCLAIMS ALL OTHER WARRANTIES, EXITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY AND QUIET ENJOYMENT WITH REGARD TO THE QLOUDABLE PRODUCT(S). YOU ACKNOWLEDGE THAT THE QLOUDABLE PRODUCT(S) IS/ARE LICENSED “AS IS” AND “AS AVAILABLE”. USE OF THE QLOUDABLE PRODUCT(S) IS AT

YOUR SOLE RISK.  QLOUDABLE DOES NOT WARRANT THAT THE QLOUDABLE PRODUCT(S) WILL BE ERRORFREE, THAT DEFECT REPAIRS AND UPGRADES WILL BE MADE OR ALWAYS CONTINUE TO BE MADE AVAILABLE OR THAT QLOUDABLE PRODUCT(S) WILL BE COMPATIBLE WITH ANY THIRD-PARTY SOFTWARE, APPLICATON OR SERVICES.   UNLESS OTHERWISE EXPRESSLY AGREED TO IN WRITING, NO SERVICES, ASSISTANCE OR ORAL OR WRITTEN ADVICE FROM QLOUDABLE, ITS SERVICE DEPARTMENT OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

7. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL QLOUDABLE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE QLOUDABLE PRODUCT, EVEN IF QLOUDABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL LIABILITY OF QLOUDABLE, IT’S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, COLLECTIVELY TO YOU, WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO QLOUDABLE OR ITS AUTHORIZED PARTNERS. SOME JURISDICTIONS PROHIBIT EXCLUSION OR LIMITATION OF LIABILITY FOR IMPLIED WARRANTIES OR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. TERMINATION OF THIS LICENSE.

Qloudable may terminate this license at any time if You are in breach of any of its terms or conditions. Upon termination, Your access to all Qloudable Product(s) will be immediately terminated.

9. EXPORT RESTRICTIONS.

You are responsible for ensuring that You are legally allowed to use the Qloudable Product(S) where You are located and operate. You agree not to export or re-export, or permit exportation or re-exportation of the Qloudable Product(s) outside of the country in which You first received access to the Qloudable Product(s), without first obtaining Qloudable’ s prior written consent and (i) in each instance obtaining any required written permission to do so from the United States Office of Export Administration and other appropriate governmental agencies or (ii) complying fully and strictly with all requirements of any general license issued by the United States Office of Export Administration and any other appropriate governmental agencies exempting the exportation or re-exportation from the requirement for that permission.

10. GOVERNING LAW.

This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws, rules and principles, except where preempted by, or in conflict with federal law. This License shall not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is hereby expressly excluded.

11. ENTIRE AGREEMENT.

This EULA shall constitute the entire, integrated agreement and understanding between the parties.