END-USER LICENSE AGREEMENT
This document is a legal agreement (“Agreement”) between you, the end user (“User”), (and in the case of a corporate entity, “you” includes the entity), and HYSSOS TECH LLC. (“HYSSOS”). BY USING THE ENCLOSED Sketch-Thru-Plan (STP) (“Licensed Software”) USER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE HYSSOS LIMITED WARRANTY, WHICH IS PROVIDED HEREIN. IF USER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, RETURN THE UNOPENED LICENSED MATERIALS, ALONG WITH THE HARDWARE PURCHASED IF PROVIDED ON SUCH HARDWARE AND PROOF OF PAYMENT TO HYSSOS WITHIN THIRTY (30) DAYS FROM THE DATE OF PURCHASE FOR A FULL REFUND.
The parties further agree that this Agreement is between User and HYSSOS, and creates no obligations to User on the part of HYSSOS’s affiliates, subcontractors, or suppliers. User expressly relinquish any rights as a third party beneficiary to any agreements between HYSSOS and such parties, and waive any and all rights or claims against any such third party.
1. GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, HYSSOS grants User the right on a non-exclusive, basis for internal purposes only and only as expressly permitted by this Agreement
a. to use the software program (the “Licensed Software”) in object code form on a single processing unit owned or leased by User or otherwise use the software as embedded in equipment provided by HYSSOS;
b. to use any related documentation (collectively with the Licensed Software the “Licensed Materials”), provided that User may not copy the documentation;
2. RESTRICTION AGAINST COPYING OR MODIFYING LICENSED MATERIALS. All rights not expressly granted herein are reserved by HYSSOS or its suppliers or licensors. Without limiting the foregoing, User agrees:
a. to maintain appropriate records of the location and number of installations of the Licensed Software, in whole or in part, made by User;
b. not to use, copy or modify the Licensed Materials, in whole or in part, except as expressly provided in this Agreement;
c. not to decompile, disassemble, electronically transfer, or reverse engineer the Licensed Software, or to translate the Licensed Software into another computer language. provided that, if User is located within a Member State of the European community, If the Licensed Materials are used within a country of the European Union, nothing in this Agreement shall be construed as restricting any rights available under the European Community Software Directive (91/250/EEC as amended 2009/24/EC Protection of Computer Programs).
d. not to remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
3. TERM AND TRANSFER. User may not License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Licensed Software or make it available to any third party without HYSSOS’ written permission. Upon such transfer, User must transfer all accompanying written materials and either transfer or destroy all copies of the Licensed Software. Any attempted transfer not permitted by this Agreement is void. User may not lease or rent the License Materials. This Agreement is effective until terminated. User may terminate the Agreement at any time by destroying or purging all copies of the Licensed Materials. This Agreement will terminate automatically without notice from HYSSOS if User fails to comply with any provision of this Agreement. Upon such termination, User must destroy the Licensed Materials as set forth above. Sections 4, 5, 6, 7, 8, 9, and 10 shall survive termination of this Agreement for any reason.
4. TITLE AND PROPRIETARY RIGHTS.
a. The Licensed Materials are copyrighted works and/or trade secrets of HYSSOS and are the sole and exclusive property of HYSSOS, any company or a division thereof which HYSSOS controls or is controlled by, or which may result from the merger or consolidation with HYSSOS (its “Affiliates”), and/or their suppliers. This Agreement conveys a limited right to operate the Licensed Materials and shall not be construed to convey title to the Licensed Materials to User.
b. Trademarks appearing herein are either registered trademarks or trademarks of their respective owners in the United States and/or other countries.
c. User acknowledges that in the event of a breach of this Agreement, HYSSOS shall suffer severe and irreparable damages for which monetary compensation alone will be inadequate. User agree that in the event of a breach of this Agreement, HYSSOS shall be entitled to monetary damages and its reasonable attorney’s fees and costs in enforcing this Agreement, as well as injunctive relief to restrain such breach, in addition to any other remedies available to HYSSOS.
5. MAINTENANCE AND UPDATES. Updates, upgrades, bug fixes, and maintenance and support services, if any, are provided to User pursuant to the terms of an HYSSOS maintenance agreement, and only if HYSSOS and User enter into such an agreement. Except as specifically set forth in such agreement, HYSSOS is under no obligation to provide any updates, upgrades, patches, bug fixes, modifications, enhancements, or maintenance or support services to User. Notwithstanding the foregoing, if User is provided or obtains any software or documentation of HYSSOS, which is not otherwise provided under a license from HYSSOS, then User’s use of such materials shall be subject to the terms of this HYSSOS License Agreement.
6. EXPORT REQUIREMENTS. The end user acknowledges and understand that the Licensed Software, including technical data, is subject to U.S. export control laws and regulations including but not limited to the U.S. Department of Commerce's Export Administration Regulations (EAR), the U.S. Department of Treasury's Foreign Assets Control (OFAC) Regulations (FACR) and the Department of State, International Traffic in Arms Regulations (ITAR),, and may be subject to export or import regulations in other countries. User agrees to comply strictly with all such regulations and acknowledge that User has the responsibility to obtain licenses to export, re-export or import Licensed Materials. User is responsible for complying with all trade regulations and laws both foreign and domestic. User acknowledges that none of HYSSOS products and/or services or underlying information or technology may be downloaded or otherwise exported, re-exported , transferred, provide access or divert or deliver (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; (Regional guidance found at https://www.bis.doc.gov/index.php/policy-guidance/country-guidance/sanctioned-destinations) or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List or Denied Military End User List (the lists are available for review at https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern. By using the Licensed Materials User agrees to the foregoing and is representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied User’s import/export privileges, (ii) User is not located in or under the control of a national or resident of any such country or on any such list, and (iii) User will not export or re-export the Licensed Materials to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls. (iiii) The product will not be used for any type of nuclear or missile end use and/or any chemical or biological weapon end use or; (iiiii) any restricted end use as referenced in Part 744 of the Export Administration Regulations (EAR) (https://www.bis.doc.gov/index.php/documents/regulations-docs/2343-part-744-control-policy-end-user-and-end-use-based-2).
7. UNITED STATES GOVERNMENT RESTRICTED RIGHTS. The Licensed Materials are provided with RESTRICTED RIGHTS. Use, duplication or disclosure of the Licensed Materials and accompanying documentation by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DRAS 252.227-7013(c)(ii) (OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
8. LIMITED WARRANTY. THIS LIMITED WARRANTY CONTAINS IMPORTANT LIMITS ON USER’S WARRANTY RIGHTS. THE WARRANTIES AND LIABILITIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND ESTABLISH HYSSOS’S ONLY OBLIGATIONS AND USER’S SOLE RIGHTS WITH RESPECT TO THE LICENSED MATERIALS AND THIS AGREEMENT. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. USER MAY HAVE OTHER RIGHT THAT VARIES FROM STATE TO STATE AND COUNTRY TO COUNTRY.
9. LIMITATION OF LIABILITY.
a. IN NO EVENT WILL HYSSOS OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS OR LOST DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF HYSSOS OR ITS AFFILIATE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, AND WHETHER OR NOT ANY REMEDY PROVIDED SHOULD FAIL OF ITS ESSENTIAL PURPOSE. THE TOTAL CUMULATIVE LIABILITY TO USER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE PURCHASE PRICE OF THE LICENSED MATERIALS PAID BY USER. USER ACKNOWLEDGES THAT THE AMOUNT PAID FOR THE LICENSED MATERIALS REFLECTS THIS ALLOCATION OF RISK.
b. HYSSOS SHALL NOT HAVE LIABLITY, NOR PAY ANY FEES, FINES, OR OTHER COSTS ASSOCIATED WITH USER’S COMPLIANCE WITH ANY NATIONAL OR LOCAL LAW OR REGULATION.
c. Third-Party Services. The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services. You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services. You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.
10. GENERAL. The provisions of the Agreement are severable and if any one or more of the provisions hereof are illegal or otherwise unenforceable, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding on and enforceable by and between the parties hereto. HYSSOS’s waiver of any right shall not constitute waiver of that right in future. This Agreement (including the documents it incorporates) constitutes the entire understanding between the parties with respect to the subject matter hereof, and all prior agreements, representations, statements and undertakings, oral or written, are hereby expressly superseded and canceled. The rights and obligations of the parties to this Agreement shall be governed and construed in accordance with the laws of the State of Washington U.S.A., excluding the UN Convention on Contracts for the International Sale of Goods and that body of law known as conflicts of laws. Any dispute in connection with the Licensed Materials will be resolved in state or federal courts located in Thurston County, Washington, U.S.A. User consents to the personal jurisdiction of and waive any objections to venue in such courts.
11. SIGNATURES. We have read this agreement and understand and agree to be bound by its terms.
Customer (Print or Type)
Name (Print or Type)
Title (Print or Type)
The end user acknowledges and understands that the product is subject to all U.S. Export control laws and regulations including but not limited to the U.S. Department of Commerce's Export Administration Regulations (EAR), the U.S. Department of Treasury's Foreign Assets Control (OFAC) Regulations (FACR) and the Department of State, International Traffic in Arms Regulations (ITAR), and, will not export, reexport, transfer, provide access or divert or deliver the product to:
a. Any person or entity specified by the US government as a Denied Person, Denied Entity or Denied Military End User List (the lists are available for review at https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern or;
b. The countries of Cuba, Iran, Sudan, Syria, or North Korea; the Region of Crimea in Ukraine or to any foreign national of Cuba, Iran, Sudan, Syria, North Korea or the Region of Crimea in Ukraine or to any other country where the export is controlled or would otherwise require an export license and US Government approval. Regional guidance can be found at https://www.bis.doc.gov
c. The product will not be used for any type of nuclear or missile end use and/or any chemical or biological weapon end use or;
d. any restricted end use as referenced in Part 744 of the Export Administration Regulations (EAR) (https://www.bis.doc.gov/index.php/documents/regulations-docs/2343-part-744-control-policy-end-user-and-end-use-based-2).
Signature and Title