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© 2019  Machinechat 

End-User License Agreement ("EULA") for Machinechat JEDI One Software

NOTICE TO USERS:

BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS EULA OR IF YOU DO NOT HAVE AUTHORITY TO BIND THE COMPANY OR OTHER ORGANIZATION ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL, PURCHASE, USE OR UPGRADE THE SOFTWARE PRODUCT.

 

THIS MACHINECHAT END-USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL (“YOU”), OR THE COMPANY OR OTHER ORGANIZATION ON WHOSE BEHALF SUCH INDIVIDUAL ACCEPTS THIS AGREEMENT BY EITHER (A) DOWNLOADING (B) PURCHASING A LICENSE (C) INSTALLS, ACCESSES OR USES ANY SOFTWARE OR DOCUMENTATION (“SOFTWARE PRODUCT”) FROM MACHINECHAT, AND MACHINECHAT LLC (“THE COMPANY”).

 

BY ACCEPTING THIS EULA:

1.     YOU HEREBY AGREE THAT YOU ARE OF LEGAL AGE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND REPRESENTS THAT YOU ARE AUTHORIZED TO DO SO.

2.     YOU ACKNOWLEDGE AND AGREE THAT: MACHINECHAT LLC HAS NO EXPRESS OR IMPLIED OBLIGATION TO CONTINUE TO MAKE THE SOFTWARE PRODUCT OR ANY FEATURE THEREOF AVAILABLE NOR INTRODUCE ANY PRODUCTS OR SERVICES COMPATIBLE WITH THE SOFTWARE PRODUCT.

3.     YOU ACKNOWLEDGE AND AGREE THAT: YOU SHALL NOT USE THE SOFTWARE PRODUCT IN APPLICATIONS AND ENVIRONMENTS WHERE A MISCONFIGURATION OR MALFUNCTION OF THE SOFTWARE PRODUCT MAY RESULT IN PERSONAL INJURY, LOSS OF LIFE OR HARM THE ENVIRONMENT.

THE SOFTWARE PRODUCT MAY CONTAIN TECHNOLOGY FOR LICENSE MANAGEMENT AND FOR THE PREVENTION OF UNLICENSED USE. WHEN A LICENSE IS ACTIVATED, A UNIQUE HARDWARE IDENTIFIER IS GENERATED AND TRANSMITTED TO MACHINECHAT’S SERVERS FOR THE PURPOSE OF ACTIVATING THE LICENSE ON THE HARDWARE PLATFORM. THE TRANSMITTED INFORMATION MAY ALSO INCLUDE VERSION INFORMATION OF THE SOFTWARE PRODUCT, VERSION INFORMATION OF THE OPERATING SYSTEM. THIS INFORMATION MAY BE USED BY MACHINECHAT LLC TO DETECT UNLICENSED USE, IMPROVE FUTURE PRODUCTS, SERVICES AND SUPPORT.

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Section 1: Software Product License

The SOFTWARE PRODUCT is licensed, not sold. The SOFTWARE PRODUCT is protected by copyright and intellectual property laws.

  1. Machinechat LLC grants YOU a non-exclusive, non-transferable, limited, revocable license to the SOFTWARE PRODUCT in accordance with this EULA. Machinechat LLC reserves all rights not expressly granted to YOU.

  2. Machinechat LLC is and remains the owner of any intellectual property rights with respect to the SOFTWARE PRODUCT. YOU shall not acquire any ownership to the SOFTWARE PRODUCT as a result of YOUR purchase of the License Key or YOUR use of the SOFTWARE PRODUCT.

 

 

Section 2: Permitted Use and Restrictions

  1. YOU may install and activate the SOFTWARE PRODUCT on ONE computer or server or gateway only, unless YOU have purchased (a) a volume license or (b) more than one License Keys. In the event YOU have purchased a volume license or more than one License Keys, the number of computers, servers or gateways YOU may use the SOFTWARE PRODUCT on shall not exceed the number of the licenses purchased. If YOU exceed the limit, Machinechat may revoke your rights to use the SOFTWARE PRODUCT.

  2. YOU shall use the SOFTWARE PRODUCT in accordance with applicable laws and shall not:

    • rent, lease, lend, sell, redistribute, sublicense the SOFTWARE PRODUCT or otherwise commercially exploit the License Key;

    • assign the License Key for the SOFTWARE PRODUCT without prior written approval of Machinechat;

    • install or use the SOFTWARE PRODUCT in a manner inconsistent with its design, including use on computers, servers or gateways with which the SOFTWARE PRODUCT is not designed to operate;

    • use the SOFTWARE PRODUCT for any unlawful or illegal activity, or to facilitate an unlawful or illegal activity;

    • delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the SOFTWARE PRODUCT; or

    • copy (except as otherwise provided in this EULA), adapt, translate, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the SOFTWARE PRODUCT and the License Key or any parts thereof, except to the extent permitted by applicable law.

  3. Machinechat LLC reserves the right to modify the SOFTWARE PRODUCT at any time at its sole discretion and without notice to YOU, for example to comply with applicable law or a court order, to avoid a third party infringement claim or to provide updates and upgrades.

  4. Certain components of the SOFTWARE PRODUCT may contain open source software and licensed under the terms of the applicable license(s) of the open source software. YOU shall adhere to these terms and conditions, which can be found via the webpage: https://www.Machinechat.io/software-credits/.

 

Section 3: Maintenance and Support

  1. Machinechat LLC will attempt to send notifications of any available updates and upgrades to registered users who provide a current and correct email address to receive such notifications.

  2. YOU will be entitled to receive updates to existing features free of charge:

during a period of twelve (12) months upon purchasing the License Key. In order to receive updates after this twelve months’ period, YOU may need to download or purchase an upgrade, or

  • YOU may need to pay an additional fee in order to be able to download an upgrade or receive a License Key to upgrade.

  • YOU may download available updates and upgrades from Machinechat LLC’s website.

  • Any maintenance and support provided by Machinechat LLC, including the provision of updates and upgrades, will be provided in an adequate way on an “as is” basis without any warranty, as soon as reasonably practicable, subject to availability of personnel.​

Section 4: Use of Data

 

Machinechat LLC may process personal data with respect to YOU, if and to the extent necessary to provide the License Key, to provide maintenance and support to YOU with respect to the SOFTWARE PRODUCT and to comply with its obligations under this EULA. To the extent Machinechat LLC will process personal data, it will comply with its obligations under applicable data protection law. Please see our privacy statement for more details on the processing of YOUR personal data that Machinechat LLC has collected and received through its website.

 

Limitation of Liability and Use of Data that YOU and any Users Direct or Configure the SOFTWARE PRODUCT to Collect or Monitor

  1. By downloading and using the SOFTWARE PRODUCT, YOU (and the entity YOU represent) assume any and all liability associated with any and all data that is intentionally or unintentionally collected, monitored or managed via the SOFTWARE PRODUCT.

  2. YOU shall indemnify and hold Machinechat LLC and its agents harmless, to the fullest extent permitted by applicable law, from and against all claims, losses, judgments, liabilities, damages and expenses, including, without limitation, attorney’s fees, whatsoever or howsoever incurred or sustained by Machinechat (collectively, a “Claim”) in connection with any action, suit, or proceeding, whether or not groundless, to which they may be made a party by reason of or arising directly from YOUR usage of the SOFTWARE PRODUCT. In the event an action is brought against Machinechat LLC shall notify YOU as soon as is practicable and YOU shall have the right to elect to defend or settle such action and Machinechat LLC will provide YOU with reasonable assistance in such defense or settlement.  This clause shall survive the termination of the term of this EULA. 

 

Section 5: Disclaimer

  1. Use the SOFTWARE PRODUCT at YOUR own risk and the entire risk as to satisfactory quality, performance and accuracy is with YOU.

  2. The SOFTWARE PRODUCT is provided on an “as is” and “as available” basis without warranty - express or implied - of any kind, and Machinechat LLC specifically disclaims the warranty of fitness for a particular purpose. No oral or written advice given by Machinechat LLC, its dealers, distributors, agents or employees shall create a warranty or in any way increase the scope of this warranty and YOU may not rely upon such information or advice.

 

Section 6: Liability Limitation

  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MACHINECHAT LLC OR ITS PARTNERS BE LIABLE TO YOU (AND THE ENTITY THAT YOU REPRESENT) FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS INCLUDING ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, 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 SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF MACHINECHAT LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, MACHINECHAT LLC’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT.

  2. NO OTHER WARRANTIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MACHINECHAT LLC AND ITS SUPPLIERS DISCLAIM ALL, OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.

 

Section 7: Export Rules

YOU will comply with all applicable export control laws, restrictions or regulations. If the SOFTWARE PRODUCT is identified as an export-controlled item under U.S. export control law, YOU represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation, and that YOU are not otherwise prohibited under U.S. export laws from receiving the SOFTWARE PRODUCT.

 

Section 8: Termination

Machinechat LLC is entitled to terminate YOUR rights to use the SOFTWARE PRODUCT during the license term with immediate effect in the event YOU fail to comply with the terms in this EULA, in the event YOU fail to pay YOUR fee for the License Key, or in the event Machinechat LLC is required to do so by law or an order of an applicable court.

Upon notification from Machinechat LLC that YOUR rights to use the SOFTWARE PRODUCT have been terminated, YOU shall cease all use of the Machinechat JEDI One software.

YOU acknowledge that the provisions of this EULA, which by their nature are intended to survive termination, will remain in effect after termination of this EULA.

 

Section 9: Governing Law and Disputes

  1. This EULA shall be governed by and construed in accordance with the laws of the State of California in the United States of America excluding its conflicts of law rules.

  2. Any dispute between Machinechat LLC and YOU shall exclusively be submitted to a competent court in the state of California in the United States of America.

Effective Date: October 31, 2019