AUGUMENTA DEMO APPLICATIONS END USER LICENSE AGREEMENT
AUGUMENTA LTD. ("LICENSOR") IS WILLING TO LICENSE THE ACCOMPANYING SOFTWARE AND DOCUMENTATION, IF ANY ("SOFTWARE") TO THE PERSON OR ENTITY ACCESSING THIS SOFTWARE VIA LICENSOR'S AUTHORIZED WEBSITE OR OTHER DELIVERY MECHANISM ("LICENSEE") ONLY IF LICENSEE OBTAINED THIS SOFTWARE FROM LICENSOR (DIRECTLY OR VIA APP MARKETPLACE FUNCTIONALITY SUCH AS THE ODG APP CENTER, EPSON MOVERIO STORE OR GOOGLE PLAY), AND ONLY UPON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT ("EULA" OR "AGREEMENT"). THE TERM "SOFTWARE" INCLUDES THE SOURCE AND/OR BINARY CODE VERSIONS OF THE SOFTWARE, AND ALL RELATED DOCUMENTATION AND TOOLS, TO THE EXTENT MADE AVAILABLE BY LICENSOR, ANY NEW VERSIONS, UPGRADES, PATCHES, ERROR CORRECTIONS, SUPPLEMENTS, LIBRARIES, OR ADD-ON COMPONENTS THAT LICENSOR MAY CONCURRENTLY OR LATER PROVIDE TO LICENSEE TO THE EXTENT SUCH ITEMS ARE NOT ACCOMPANIED BY A SEPARATE LICENSE AGREEMENT, AND ANY IDEAS, DESIGNS, CONCEPTS, TECHNIQUES, DISCOVERIES, KNOW-HOW, AND INVENTIONS, WHETHER OR NOT PATENTABLE OR COPYRIGHTABLE, THAT ARE EMBODIED IN ANY OF THE FOREGOING. BY ACCESSING, INSTALLING OR USING THE SOFTWARE, LICENSEE AGREES TO THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE IS NOT WILLING TO BE BOUND BY THIS EULA, LICENSEE MAY NOT ACCESS, INSTALL OR USE THE SOFTWARE.
The Software is Licensor confidential information protected by intellectual property laws and treaties and is licensed, not sold. In the event of any conflict or inconsistency between the terms of this EULA and the terms of any other license agreement from Licensor or other party, the terms of this EULA shall control.
1. License Rights.
1.1 Subject to Licensee's compliance with this EULA, Licensee is granted a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to install and use the Software on any single smart glass device on which the Software is intended to run, for Licensee's internal or personal evaluation use. Any distribution of the Software is forbidden.
1.2 Licensee shall not (a) copy the Software except as required to load on to the device described above; (b) distribute to or share use of the Software with any third party; or (c) sublicense, rent, lease, commercially exploit or host, or otherwise monetize the Software.
1.3 Licensee shall not disclose or cause to be disclosed in whole or in part the Software or Evaluation Results defined in Section 2.3 below ("Protected Materials") to any third party or use same except as specifically authorized by this EULA.
1.4 All rights not expressly granted in this Section 1.1 are reserved to Licensor. Licensee shall have no right or license other than the rights expressly granted in Section 1.1 above, and no other right or license shall be implied by conduct or otherwise. Except as expressly authorized in Section 1.1, Licensee shall not use, reproduce, modify, extend, enhance, or distribute the Software, in whole or in part. Licensor and its licensors retain all right, title and interest in the Software and associated intellectual property rights. The structure, sequence, organization and code of the Software are the valuable trade secrets and copyrighted confidential information of Licensor and its licensors.
1.5 In the event any Software is already in the possession or custody of Licensee, such item(s) shall be subject to the terms of this EULA, notwithstanding any pre-existing agreement or understanding between Licensee and Licensor with respect to such items. Licensor retains title to all copies of the Software.
2.1 The Software is licensed as a single product. The Software's component parts shall not be separated for use on more than one smart glass device.
2.2 Licensee shall not reverse engineer, modify, decompile, disassemble or otherwise attempt to derive the source code or other information from the Software, except and only to the extent that: (a) such activity is expressly permitted by directly applicable law notwithstanding this limitation; and (b) it is essential to engage in such activity in order to obtain information needed to achieve interoperability of independently created software with the Software; and (c) Licensor has not made such information available to Licensee (for a fee or otherwise) under reasonable terms and conditions. Any information supplied to or obtained by Licensee under this Section 2.2 may only be used by Licensee for the purpose described in this Section 2.2, and shall not be disclosed to any third party or used to create any software which is substantially similar to the Software.
2.3 Licensee agrees to provide any feedback, comments, ideas, requirements, benchmarks, suggestions, or improvements that Licensee may have, if any, to Licensor ("Evaluation Results"). Licensee agrees that Licensor may use in perpetuity any such Evaluation Results Licensee provides hereunder for Licensor's business purpose, including for product support and development, without any obligation or payment to Licensee.
2.4 This EULA does not grant Licensee any rights in connection with any trademarks or servicemarks of Licensor.
2.5 Without prejudice to any other Licensor rights or remedies, this EULA shall automatically terminate if Licensee fails to comply with the terms and conditions of this EULA. In such event, Licensee immediately must destroy all copies and cease all use of the Software. Licensee acknowledges and agrees that breach of this EULA, or any unauthorized use, disclosure or distribution of the Protected Materials would cause irreparable harm to Licensor, the extent of which would be difficult to ascertain, and that Licensor shall be entitled to seek without limitation immediate injunctive relief in any court of competent jurisdiction under the applicable laws thereof.
3. Termination. This Agreement shall commence upon first download of the Software and shall continue until terminated. This Agreement shall automatically terminate upon violation of its terms by you. Further, Licensor may terminate this Agreement in the event the Software is in Licensor's reasonable judgment subject to the intellectual property rights of any other person or entity. Upon termination, Licensee shall promptly return to Licensor or destroy all copies of Protected Materials, and any items or materials containing all or any portion of same. All rights and licenses granted to Licensee under this EULA shall terminate upon such termination. Rightful and lawful termination of this EULA by either party, or expiration under the terms hereof, shall not give rise to the right for the non-terminating party, or to either party in the case of expiration, to recover damages or to indemnification of any nature. The rights of Licensor under this Section 3 are in addition to any rights or remedies provided under law or this EULA.
4. Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE SOFTWARE IS SOLELY AT LICENSEE'S RISK, AND LICENSOR AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND RELATED SERVICES TO LICENSEE AS IS AND WITH ALL FAULTS, AND LICENSOR AND ITS SUPPLIERS DISCLAIM WITH RESPECT TO THE SOFTWARE AND RELATED SERVICES ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATED TO: TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS, LACK OF DEFECTS, NEGLIGENCE OR WORKMANLIKE EFFORT, OR CORRESPONDENCE TO DESCRIPTION. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND RELATED SERVICES REMAINS WITH LICENSEE. LICENSOR SHALL NOT BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES CAUSED IN WHOLE OR IN PART BY THE SOFTWARE AND RELATED SERVICES. Licensor may but is under no obligation to provide any services (such as upgrades, bug fixes, new versions, enhancements, or support, including telephone or email support or helpdesk services, as well as social networking, journaling/logging, community, and other functionality) of any kind with respect to the Software. Licensor is under no obligation to further the development of the Software. Licensee acknowledges the Software may have defects or deficiencies that may not be corrected by Licensor. Licensee hereby waives any claims or damages arising from use thereof or from any claims of incompatibility. Because no online system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, Internet service providers, and others cannot be assured, Licensee accepts security risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability.
5. Limitation of Liability. Each user's and Licensee's use of the Software and related services is at his or her sole risk. Software and related services are provided on an "as is" and "as available" basis and Licensor assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store or retain any Content, member communications, member data, or personalization settings. Each user and Licensee will be solely responsible for any damage to his or her computer system or loss of data that results from use of the Software and related services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE, RELATED SERVICES AND USER DATA, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (B) IN NO EVENT SHALL LICENSOR'S LIABILITY TO LICENSEE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE LICENSE FEE PAID BY LICENSEE FOR THE SOFTWARE, IF ANY, OR, IF NONE, US$10; AND (C) THE FOREGOING LIMITATIONS IN THIS SECTION 5 SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6. Indemnity. Licensee shall defend, indemnify, release and hold harmless Licensor, its suppliers, and all officers, directors, employees, consultants, agents, and representatives of any of the foregoing (collectively "Indemnified Parties") from and against any and all claims (including third party claims), losses, liability, damages, and/or costs of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with: (a) Licensee's unauthorized access to or use of the Software and related services, (b) Licensee's violation of these Terms, (c) Licensee's use of the Software, related services or conduct engendered thereby, or (d) Licensee's actual or alleged infringement, or infringement by any other user of Licensee's account, of any intellectual property or other right of any person or entity.
7. Export Regulations. Software, including technical data, may be subject to import/export control laws and regulations. Licensee agrees to comply strictly with all applicable laws, rules or regulations in respect of the evaluation of the Software, including all export control or import laws and regulations of any relevant jurisdiction and to obtain licenses to export, re-export or import the Software, as may be required after delivery to Licensee.
8. Assignment. This EULA shall not be assigned or transferred, or its rights or obligations assigned or delegated, by Licensee, in whole or in part, including by way of merger or reorganization (regardless of whether Licensee is the surviving entity), acquisition or otherwise, without the prior written consent of Licensor. Any assignment made in violation of this section shall be void. Licensor shall be free to assign this EULA without the necessity for consent.
9. Restricted Rights. The use, duplication or disclosure by the U.S. government of technical data, computer software and documentation licensed hereunder is subject to the restrictions as set forth in FAR 52.22714(g) (2), FAR 52.22719, DFARS 252.2277015(b), and DFARS 227.72023(a), or other like or successor provisions, as applicable, and are provided under "Restricted Rights".
10. Governing Law. This EULA shall be governed by and construed in accordance with the laws of Finland, without reference to conflict of laws principles, if any. Any dispute, controversy or claim arising out of or relating to this EULA, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The Emergency Arbitrator provisions shall not apply. The seat of arbitration shall be Helsinki, Finland. The arbitral proceedings shall be conducted in the English language.
11. Severability. If any of the above provisions are held to be in violation of applicable law, void, or unenforceable in any jurisdiction, such provisions shall not affect the validity of the balance of the EULA, and such provisions are herewith waived or reformed to the extent necessary for the EULA to be otherwise enforceable in such jurisdiction.
12. Integration. This EULA is the entire agreement between Licensee and Licensor relating to the Software and supersedes all prior or contemporaneous oral or written agreements, communications, proposals and representations with respect to its subject matter. No modification to the EULA will be binding, unless in writing and signed by a duly authorized representative of Licensor.
Last modified: 2015-07-27