DEPLOYHUB INC.® SOFTWARE LICENSE AGREEMENT
Copyright © 2019 DeployHub Inc. All Rights Reserved.
PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE USING THE DEPLOYHUB INC.® SOFTWARE (THE “SOFTWARE”) AND/OR ANY RELATED DOCUMENTATION (THE “DOCUMENTATION”). BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, SIGN-UP, OTHERWISE USE THE SOFTWARE.
This Agreement is between you and DeployHub Inc. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “you” means your company and any of its Affiliates and you are binding your company and its Affiliates to this Agreement. “Affiliates” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” mean the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
1. License Grant.
DeployHub Inc. hereby grants to you, and you accept, a nonexclusive license to use the Software (in machine-readable, object code form only) and the Documentation only as authorized in this Agreement and up to the level of use specified in the DeployHub Inc. sales documents accompanying the transaction authorizing this Agreement.
2. Limitations on Use.
The Software may be used only up to the level at which you are authorized to execute or run the Software. That level may be measured by the number of computers on which the Software runs, the number of Applications supported by the Software or other level of use specified by DeployHub Inc. “Application” is as defined in the DeployHub Inc. Documentation for the applicable Software.
When measured by the number of computers, each license shall be limited to a single computer owned, leased, or otherwise controlled by you; or in the event of the inoperability of that computer, on a backup computer selected by you. In such case, concurrent use on two or more computers or use in a local area network or other network is not permitted without DeployHub Inc.’s prior written consent.
When measured by the number of Applications supported by the Software, each license may be used on any number of computers owned, leased or otherwise controlled by you, and by any number of users, provided each license supports a single Application.
The Software may only be used in accordance with the Documentation. You will not, and will not permit others to: (a) copy the Software or Documentation, other than copying in compliance with the level of use authorized or making one copy of the Software for backup or archival purposes; (b) use the Software or Documentation other than as permitted in this Agreement; (c) use the Software to process the data of a third party; (d) modify, disassemble, reverse engineer, decompile or translate the Software or the Documentation; (e) sell, assign, sublicense, lease, pledge, rent or otherwise share your rights under this Agreement; (f) create any derivative works based upon the Software or Documentation; or (g) modify, obscure or remove any proprietary notices on the Software, the Documentation or copies thereof.
DeployHub Inc. shall have the right upon reasonable advance notice to audit and inspect your facilities and records during business hours to verify compliance with the limitations and other terms of this Agreement.
All rights, title and interest in and to the Software and Documentation and any modifications, translations, adaptations, upgrades and enhancements thereto are and shall at all times remain the sole and exclusive property of DeployHub Inc. or its licensors.
The Software and Documentation are protected by the U.S. Copyright Act and other intellectual property laws and international treaties. You agree that you do not own or hereby acquire any claim or right of ownership or license to the Software or Documentation. You acknowledge and agree that the Software and the Documentation are proprietary products of DeployHub Inc. or its licensors protected under the U.S. Copyright Act and other intellectual property laws and international treaties.
4. Term and Termination.
This Agreement is effective upon your receipt of the Software and shall continue until terminated.
If DeployHub Inc. licenses the Software for a fixed term, your license is terminated at the end of the fixed term, unless you and DeployHub Inc. agree to renew it.
You may terminate this Agreement at any time by returning the Software, the Documentation and all copies and portions thereof to DeployHub Inc.
DeployHub Inc. may terminate this Agreement immediately upon the breach by you of any term of this Agreement.
Upon such termination by DeployHub Inc., you agree to return to DeployHub Inc. the Software, the Documentation and all copies and portions thereof.
5. Limited Warranty.
DeployHub Inc. warrants, for your benefit alone, for a period of 90 days from the date of commencement of this Agreement (the “Warranty Period”) that the Software shall operate substantially in accordance with the functional specifications in the Documentation.
If the Software does not so perform during the Warranty Period, DeployHub Inc. will, at its option and as your sole and exclusive remedy in connection with the same, repair or replace the defective Software or refund the license fee paid by you under this Agreement.
EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, THE SOFTWARE AND THE DOCUMENTATION ARE LICENSED “AS IS,” AND DEPLOYHUB INC. DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Moreover, the above warranty shall not apply to (and DeployHub Inc. shall have no obligation with respect to) any failure of the Software arising from or related to: (a) the use of the Software in connection with any equipment or software not created or approved in advance by DeployHub Inc.; or (b) noncompliance with the Documentation, misuse, neglect, improper operation or mismanagement of the Software.
6. Limitation of Liability.
DEPLOYHUB INC.’s cumulative liability to you for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed the license fee paid by you to DEPLOYHUB INC. for the use of the Software under this Agreement.
In no event shall DEPLOYHUB INC. be liable for any (a) indirect, punitive, incidental, consequential, special, or exemplary damages or lost profits, (b) loss of use of any computer or loss or corruption of data or the costs of system or data recovery, or (c) third party claims.
The limitations contained in this paragraph apply whether the liability is based on contract, negligence, strict liability or otherwise, even if DEPLOYHUB INC. has been advised of the possibility of such damages. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
DEPLOYHUB INC.® is a registered trademark of DeployHub Inc. No right, license, or interest to such trademark is granted to you under this Agreement, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
8. Entire Agreement.
This Agreement and any associated DeployHub Inc. sales documentation constitutes the entire agreement between the parties with respect to the use of the Software and the Documentation, and supersedes all prior or contemporaneous understandings, written or oral, regarding such subject matter. This Agreement may not be modified, changed or discharged in whole or in part, except in an agreement in writing signed by you and DeployHub Inc.
9. General Terms.
This Agreement shall be construed and governed in accordance with the laws of the State of New Mexico.
Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced and prosecuted only in a state or federal court in Santa Fe, New Mexico, and you hereby consent to the jurisdiction of such a court.
If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
DeployHub Inc. may assign this Agreement without notice to you.
The headings of the sections of this Agreement are included for ease of references only, are not part of this Agreement, and are not to be used in the construction and interpretation of the terms hereof.