HYPERIN END USER LICENSE AGREEMENT (EULA)
APPLICABLE FROM: JANUARY 2018LIMITED WARRANTY AND LICENSE AGREEMENT
THE SOFTWARE IS LICENSED, NOT SOLD. YOUR USE OF THE SOFTWARE (AS SPECIFIED BELOW) IS SUBJECT TO THIS LIMITED WARRANTY AND LICENSE AGREEMENT FOR END USERS AND THE TERMS AND CONDITIONS SET FORTH BELOW ("AGREEMENT").
For purposes of this Agreement "Software" means all software programs and services made available by HyperIn Inc., its subsidiaries and affiliates ("HyperIn") including, but not limited to services accessed by means of a browser or other online communication method, mobile services, and downloadable/installable programs for personal computer. Software also includes updates and upgrades as well as accompanying manual(s), packaging and other written, files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.
BY INSTALLING, USING OR ACCESSING THE SOFTWARE OR ANY MATERIALS INCLUDED WITH THE SOFTWARE, YOU HEREBY ACCEPT THE TERMS OF THIS AGREEMENT. If you do not agree to the terms of this Agreement, do not install, use or access the Software.
LICENSE. Subject to this Agreement and its terms and conditions, HyperIn hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use one copy of the Software for your personal use on a single computer or mobile device, unless otherwise specified in the Software documentation. Your acquired rights are subject to your compliance with this Agreement. The term of your license under this Agreement shall commence on the date that you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software or HyperIn's termination of this Agreement. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this Agreement should not be construed as a sale of any rights in the Software. All rights not specifically granted under this Agreement are reserved by HyperIn and its licensors.
OWNERSHIP. HyperIn retains all right, title and interest to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and moral rights whether registered or not and all applications thereof. The Software is protected by applicable laws and treaties throughout the world. Unless expressly authorized by mandatory legislation, the Software may not be copied, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent from HyperIn. All rights not expressly granted to you herein are reserved by HyperIn.
2 LICENSE CONDITIONS
You agree not to: (i) commercially exploit the Software; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign the Software, any passwords or usernames or any copies of the Software, without the express prior written consent of HyperIn or as set forth in this Agreement; (iii) make a copy of the Software or any part thereof (other than as set forth herein); (iv) make a copy of the Software publicly available or available on a network for use or download by multiple users; (v) except as otherwise specifically provided by the Software or this Agreement, use or install the Software (or permit others to do same) on a network, for on-line use, or on more than one computer or mobile device at the same time; (vi) use or copy the Software at any other location-based site; provided, that HyperIn may offer you a separate site license agreement to make the Software available for commercial use; (vii) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Software, in whole or in part; (viii) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Software, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (ix) misrepresent the source of ownership of the Software; (x) transport, export or re-export (directly or indirectly) into any country forbidden to receive such Software by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; or (xi) scrape, build databases or otherwise create permanent copies of content returned from the Software.
The Software may include measures to control access to the Software, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this Agreement. Only Software subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Software will not function properly.
The Software may require an Internet or other local area network connection to access the Software or its internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Software to operate properly, you may be required to have and maintain (a) an adequate Internet or other local area network connection and/or (b) a valid and active account with an online service as set forth in the Software documentation. If you do not maintain such accounts, then the Software or certain features of the Software may not operate or may cease to function properly, either in whole or in part.
HyperIn will not collect or store your personal data. However, HyperIn’s customers or partners use HyperIn’s service to manage their commercial real estate properties, including but not limited to shopping centers and malls. In such cases, you access our services through HyperIn’s customers’ websites or applications and you may need to accept HyperIn’s customers’ privacy policies, which will control the use and storage of your personal data.
THIS SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE TO BE DEFECTIVE, HYPERIN’S SOLE OBLIGATION IS TO PROVIDE YOU WITH A NEW COPY OF THE SOFTWARE.
5 LIMITATION OF LIABILITY
IN NO EVENT WILL HYPERIN, HYPERIN’S LICENSORS OR PARTNERS BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT HYPERIN, HYPERIN’S LICENSORS OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR PURPOSES OF THIS SECTION 5, HYPERIN’S LICENSORS AND PARTNERS ARE THIRD PARTY BENEFICIARIES TO THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN AND THEY MAY ENFORCE THIS AGREEMENT AGAINST YOU.
BECAUSE SOME COUNTRIES DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. THIS LIMITATION OF LIABILITY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS LIMITATION OF LIABILITY IS PROHIBITED BY ANY LAW, WHICH CANNOT BE PRE-EMPTED. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT SHALL HYPERIN’S, HYPERIN’S LICENSORS’ OR PARTNERS’ LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE OR FIFTY EUROS (EUR 50), WHICHEVER LESS.
6 OTHER TERMS AND CONDITIONS
TERMINATION: This Agreement will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any service components of the Software. With regards to Software delivered on a physical storage medium you can end this Agreement by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any client server or computer on which it has been installed.
EQUITABLE REMEDIES: You hereby agree that if the terms of this Agreement are not specifically enforced, HyperIn will be irreparably damaged, and therefore you agree that HyperIn shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this Agreement, in addition to any other available remedies.
INDEMNITY: You agree to indemnify, defend and hold HyperIn, its partners, affiliates, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from: (i) your acts and omissions to act in using the Software pursuant to the terms of the Agreement; or (ii) your breach of this Agreement.
MISCELLANEOUS: This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a written document executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.
GOVERNING LAW AND DISPUTE RESOLUTION. This Agreement will be governed by the laws of Finland without reference to its choice of law rules. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof shall be finally settled at HyperIn's domicile's competent courts.
IF YOU HAVE ANY QUESTIONS CONCERNING THIS AGREEMENT, YOU MAY CONTACT support[a]hyperin.com