End User License Agreement
Updated June 27, 2023
The following terms and conditions apply to all DEI trial software. For commercial software license terms, please contact us.
END USER LICENSE AGREEMENT FOR DATA EXPEDITION, INC. TRIAL SOFTWARE Updated June 27, 2023 This End User License EULA ("EULA") is a legal agreement between You, the person downloading the Software (defined below) on Your own behalf, or the organization or entity that has authorized You to download the Software on behalf of such organization or entity (in either case "You", and including the correlative meaning "Your") and Data Expedition, Inc. ("DEI"). Subject to the terms of this EULA, DEI will allow You to download the trial software product made available hereunder, including the files, documentation, and other materials relating such software made available to You hereunder (collectively the "Software"). By downloading, installing, or using the Software, or by clicking "I ACCEPT" below, You agree that (i) You have read, understand, agree, and accept this EULA and agree to be bound by this EULA; (ii) You have the authority to enter into this EULA on Your own personal behalf, or as an employee or agent of an individual, organization or entity on whose behalf You are acting; and (iii) if You are an individual, You are at least eighteen (18) years old. If You do not agree to be bound by this EULA or do not meet the foregoing requirements, You must not click "I ACCEPT" below or download, install or use the Software. This EULA shall become effective upon Your acceptance as described above ("Effective Date"). ----- 1. License. Subject to this EULA, DEI grants You a personal, nontransferable, nonsublicensable, nonexclusive license to use the Software, in object code format only, in accordance with the documentation supplied by DEI on servers located and controlled by You, solely for Your internal evaluation purposes during the term of this Agreement. the following are considered nonlimiting examples of non-evaluation uses: (1) use for financial gain, commercial or otherwise; (2) use in connection with the provision of a service for others (including paid system administration); (3) bundling or integrating the Software with any product or service for commercial purposes; (4) any other activity commonly accepted as commercial in nature. Title to and ownership of the Software and all copies thereof, and all intellectual property rights therein and thereto, shall be and at all times remain exclusively in DEI, and DEI reserves all rights not expressly granted herein. You shall use the Software only in the ordinary course of Your business, and You will not reproduce or modify the Software or any portion thereof. You shall not, without DEI's prior written consent, rent, sell, lease or otherwise transfer or distribute the Software or any part thereof. You shall not reverse assemble, reverse compile or reverse engineer the Software, or otherwise attempt to discover any product source code or underlying proprietary information. ----- 2. Confidentiality; Ownership. You acknowledge that, in the course of using the Software and performing this EULA, you may obtain information relating to the Software and/or to DEI ("proprietary information"). proprietary information shall belong solely to DEI and includes, but is not limited to, Software features and mode of operation, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to proprietary information: --- 2.1 You shall not, during the term of this EULA and thereafter, use or disclose Proprietary Information (i) without the prior written consent of DEI or (ii) unless such Proprietary Information becomes part of the public domain without breach of this EULA by Your, Your officers, directors, representatives, employees or agents. --- 2.2 You agree to take all reasonable measures to maintain the Proprietary Information and Software in confidence. --- 2.3 You may disclose the Software and Proprietary Information only to those of Your employees and consultants as are necessary for the use of the Software as licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by this EULA. You shall not, without the prior written consent of DEI, disclose or otherwise make available the Software or copies thereof to any third party. ----- 3. DISCLAIMERS. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED "AS IS" AND MAY NOT BE FUNCTIONAL, MAY HAVE BUGS, DEFECTS AND ERRORS, AND MAY NOT BE AVAILABLE. DEI HAS NO OBLIGATION TO SUPPORT OR MAINTAIN THE SOFTWARE, TO PROVIDE UPDATES, OR TO CORRECT ERRORS, BUGS OR DEFECTS. DEI DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM, OR COURSE OF DEALING. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SOFTWARE. ----- 4. Limitation of Remedies and Damages. YOU AGREE THAT DEI SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF this eula UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES AND LOSS OF PROFITS. YOU AGREE THAT DEI SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. IN NO EVENT WILL DEI'S AGGREGATE LIABILITY UNDER this eula EXCEED $100.00. ----- 5. Indemnities. DEI shall defend, indemnify, and hold harmless You and your users from and against third party claims alleging that the Software, in the form delivered to You, infringes such third party's or otherwise violates its intellectual property rights, unless the alleged infringement is due to Your modification or use of the Software, or is caused by combination of Software with other software or devices. This represents Your sole and exclusive remedy, and DEI's sole liability, with respect to intellectual property infringement. You shall indemnify and hold harmless DEI from and against any loss, harm, liability, damage, fine, penalty, cost and expense arising out of or relating to (i) Your breach of this EULA, (ii) Your infringement or misappropriation of third party intellectual property rights, and (iii) information, data or materials created, authored, developed, stored, accessed, used, processed and/or transmitted through use of the Software. You shall also defend DEI from any third party claim covered by this paragraph at DEI's instruction and with counsel acceptable to DEI. ----- 6. Government Users. THE SOFTWARE AND RELATED DOCUMENTATION ARE "COMMERCIAL ITEMS", AS THAT TERM IS DEFINED AT 48 C.F.R. (S)2.101, CONSISTING OF "COMMERCIAL COMPUTER SOFTWARE" AND "COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION", AS SUCH TERMS ARE USED IN 48 C.F.R. (S)12.212 OR 48 C.F.R. (S)227.7202, AS APPLICABLE. CONSISTENT WITH 48 C.F.R. (S)12.212 OR 48 C.F.R. (S)227.7202-1 THROUGH 227.7202-4, AS APPLICABLE, THE COMMERCIAL COMPUTER SOFTWARE AND COMMERCIAL COMPUTER SOFTWARE DOCUMENTATION ARE BEING LICENSED TO U.S. GOVERNMENT END USERS (A) ONLY AS COMMERCIAL ITEMS AND (B) WITH ONLY THOSE RIGHTS AS ARE GRANTED TO ALL OTHER END USERS PURSUANT TO THE TERMS AND CONDITIONS HEREIN. UNPUBLISHED-RIGHTS RESERVED UNDER THE COPYRIGHT LAWS OF THE UNITED STATES. ----- 7. Choice of Law and Forum. This EULA shall be governed by and construed under the laws of the State of Delaware, U.S.A., without regard to conflict of laws principles. The UN Convention on the Sale of International Goods is excluded. ----- 8. Export Restrictions. You acknowledge that the Software, or portion thereof may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws ("Export Control and Sanctions Laws"). You and your representatives and agents may not access, use, export, re-export, divert, transfer or disclose any portion of the Software or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that (i) You and your end users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea) and that you and your end users will not access or use the Software, or export, re-export, divert, or transfer the Software, in or to such countries or territories; (ii) You and your users are not identified on any U.S. government restricted party lists (including without limitation the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of Commerce's Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-related lists); and (iii) that no content created or submitted by You or your users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications. ----- 9. General Provisions. Failure by either party to exercise any of its rights under, or to enforce any provision of, this EULA will not be deemed a waiver or forfeiture of such rights or ability to enforce such provision. If any provision of this EULA is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly as possible the same economic effect of the original provision and the remainder of this EULA will remain in full force and effect. This EULA embodies the entire understanding and agreement between the parties respecting the subject matter of this EULA and supersedes any and all prior understandings and agreements between the parties respecting such subject matter. Any modification to this EULA must be in writing and signed by both parties. Unless specified otherwise herein, any and all rights and remedies of either parties upon breach or other default under this EULA will be deemed cumulative and not exclusive of any other right or remedy conferred by this EULA or by law or equity on either party, and the exercise of any one remedy will not preclude the exercise of any other. The captions and headings appearing in this EULA are for reference only and will not be considered in construing this EULA. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of this EULA. No joint venture, partnership, employment, or agency relationship exists between the parties as a result of this EULA or use of the Software. This EULA may not be assigned by You and any attempt to assign it is void. This EULA binds the parties' successors and permitted assigns. ----- 10. Term and Termination. Unless earlier terminated as provided herein, this EULA will continue in effect and will terminate on the date that the Software is programmed to cease to function, but in no event longer than twelve (12) months from the Effective Date. DEI may terminate this EULA (a) for any reason or no reason upon written notice to You or (b) immediately upon notice of any breach by or on behalf of You of any provision of this EULA. Upon termination, the license granted hereunder shall terminate, and You shall immediately uninstall the Software and delete all copies, together with any and all documentation, notes and other materials regarding the Software, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing. At DEI's request, You or your authorized signatory, will certify in writing to DEI that all complete and partial copies of the Software have been destroyed and that none remain in your possession or under your control. All sections of this EULA which by their nature should survive termination will survive termination, including, without limitation, confidentiality obligations, disclaimers, indemnification, limitations of liability, and Sections 9 and 10.