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END USER LICENSE AGREEMENT
This End User License Agreement (“Agreement”) is a legally binding agreement entered into by and between Paralune LLC, a Texas limited liability company (“we”, “us”, “Company” or “Licensor”), and you, the individual installing, accessing or commencing the use of Paralune LLC Software (“you” or “Licensee”). These license terms, as updated from time to time in accordance with this Agreement, apply to any demo/trial version, updates, enhancements, support and internet based services associated with the Software.
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
1. Definitions.
“Confidential Information” means all non-public materials and information provided or made available by Company to Licensee, including aspects of the Software.
“Software” means the software program(s) for which Licensee is obtaining a license pursuant to this Agreement, including any associated media, any updates and upgrades that replace or supplement the software that are not distributed with a separate license, any printed materials, and online or electronic documentation, and any and all copies of such software and materials.
“Feedback” means any and all feedback Licensee provides to the Company with regards to the Software and the functionality of the Software.
“Term” shall mean the date of this Agreement until terminated in accordance with the terms and conditions set forth herein.
2. Ownership of Software. The Company retains ownership of the Software, and reserves all rights in the Software. No proprietary rights are assigned or transferred under this Agreement. You may not copy, reproduce, modify, alter, adapt, translate, decompile, or reverse engineer the Software except as permitted by law or this Agreement. This Agreement does not give you any right to sub-license this Agreement.
3. Use Restrictions. Unless otherwise permitted by law or this Agreement, you shall not, directly or indirectly:
(a) use (including make any copies of) the Software or documentation;
(b) provide any other person, including any subcontractor, independent contractor, affiliate or service provider of Licensee, with access to or use of the Software or documentation;
(c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or documentation or any part thereof;
(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(f) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Software or documentation, including any copy thereof;
(g) copy the Software or documentation, in whole or in part;
(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
(i) use the Software or documentation in violation of any law, regulation or rule; or
(j) use the Software or documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor's commercial disadvantage.
4. Third Party Components. The Software incorporates some third party components, including the Unreal® Engine code and other code, materials, and information (the “Epic Materials”) from Epic Games, Inc. (all such third party components, including the Epic Materials, the “Third Party Material”) If any Third Party Material has separate software license or attribution requirements, the license terms or other attribution requirements for Third Party Material components can be found at the Company’s webpage www.paralune.com. By entering into this Agreement and using Third Party Material, you are accepting the terms of those licenses. In this case, the Third Party Material terms will govern your use of the Third Party Material, and if there is inconsistency, those terms will take precedence over the terms of this Agreement for the Third Party Material. You agree that the owners of the Third Party Material are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Material.
5. Confidential Information.
(a) You agree that you will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by the Company and that you will use the Confidential Information for no purpose other than helping the Company evaluate the Software. You agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement.
(b) Your obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when you can document that: (i) it was in the public domain at the time it was communicated to you; (ii) it entered the public domain subsequent to the time it was communicated to you through no fault of your own; (iii) it was in your possession free of any obligation of confidence at the time it was communicated to you; or (iv) it was rightfully communicated to you free of any obligation of confidence subsequent to the time it was communicated you.
6. Feedback. You agree that the Company retains the sole ownership, management, and control of all Feedback you provide to the Company. All Feedback relating to the Company’s Software that you may author, create, make, conceive or develop, alone or in conjunction with others, shall be considered “work for hire” and shall belong to the Company. You agree to and do hereby assign, sell, grant and convey to the Company, its successors and assigns, your entire right, title and interest in all such Feedback. At any time upon request and at the expense of the Company, you will execute and deliver any and all papers, including assignments, and undertake any and all other lawful acts requested by the Company, in order to secure, establish and maintain title to the Feedback in the Company, its successors and assigns, and give the Company, its successors and assigns, the full benefit of the assignments set forth herein, including doing all acts that may be necessary to procure any patent, trademark registration or copyright registration on any Feedback, free and clear of liens, charges and encumbrances.
7. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE SOFTWARE AND THIRD PARTY MATERIALS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE, AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAIALBLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY, ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE SOFTWARE AND THIRD PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERUPTED, VIRUS-FREE, OR ERROR-FREE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS LICENSORS, AND THEIR REPSECTIVE AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. AT SOME POINT IN THE FUTURE THE SOFTWARE MAY GO OUT OF DATE, AND COMPANY MAKES NO COMMITMENT TO UPDATE SUCH SOFTWARE. THE USE OF THE SOFTWARE AND ANY THIRD PARTY MATERIALS, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH OR IN CONNECTION WITH THE SOFTWARE OR THIRD PARTY MATERIALS, IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS LICENSORS, NOR THEIR RESPECTIVE AFFILIATES, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR THE THIRD PARTY MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE, MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES AND LOSSES. IN NO EVENT WILL COMPANY, ITS LICENSORS, OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR THIRD PARTY MATERIALS, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE, INCLUDING DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIABILITY OF THE COMPANY, ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SOFTWARE. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE LESSER OF $50.00 OR THE AMOUNT YOU ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).
9. Indemnification. Upon a request by Company, you agree to defend, indemnify, and hold Company and its affiliates harmless from all liabilities, claims, losses, costs and expenses, including attorney's fees, that arise from (a) your use of, or activities in connection with the Software and any Third Party Materials; (b) any violation of the Agreement by you; or (c) any allegation that any content that you make available via the Software infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Company in asserting any available defenses.
10. Termination and Survivability of Terms. The terms and conditions set forth herein shall continue to remain in full force and effect until such time as terminated by either party. You agree and acknowledge that you are not entitled to any refund for any amounts which were paid to Company prior to any termination. You retain full discretion to end or terminate your account, if applicable, and discontinue use of the Software at any time, pursuant to the terms of this Agreement. Without prejudice to any other rights of Company, this Agreement shall terminate automatically if you fail to comply with its terms and conditions. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease use of, and destroy all copies of, the Software. The provisions of Sections 2 (Ownership of Software), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Termination and Survivability of Terms), 11 (Injunction) and 12 (Miscellaneous) shall survive any termination of this Agreement.
11. Injunction. Because Company would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that Company shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under the applicable law.
12. Miscellaneous.
(a) This Agreement represents the complete agreement between you and the Company concerning the Software and supersedes all prior agreements and representations, warranties or understandings between you and the Company (whether negligently or innocently made but excluding those made fraudulently), regarding the same subject matter.
(b) Company reserves the right to amend this Agreement at any time, at its sole discretion. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Any failure by us to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision.
(c) Company may assign this Agreement, in whole or in part, at any time. Notwithstanding, you may not assign, transfer or sublicense any or all of your rights or obligations under the Agreement without Company's express prior written consent. Company's performance of the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement is in derogation of Company's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by the Company with respect to such use. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Software arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, denial of service attack, internet outages, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles regarding conflict of laws.
(e) You may contact the Company at this e-mail address:
Email: contact@paralune.com
You may find more information about the Company at this website:
URL: http://paralune.com
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT MY USE OF THE SOFTWARE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE END USER LICENSE AGREEMENT.
This End User License Agreement (“Agreement”) is a legally binding agreement entered into by and between Paralune LLC, a Texas limited liability company (“we”, “us”, “Company” or “Licensor”), and you, the individual installing, accessing or commencing the use of Paralune LLC Software (“you” or “Licensee”). These license terms, as updated from time to time in accordance with this Agreement, apply to any demo/trial version, updates, enhancements, support and internet based services associated with the Software.
LICENSOR PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT LICENSEE ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF LICENSEE IS A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF LICENSEE AND BIND LICENSEE TO ITS TERMS. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, LICENSOR WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO LICENSEE AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE'S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR'S SOFTWARE.
1. Definitions.
“Confidential Information” means all non-public materials and information provided or made available by Company to Licensee, including aspects of the Software.
“Software” means the software program(s) for which Licensee is obtaining a license pursuant to this Agreement, including any associated media, any updates and upgrades that replace or supplement the software that are not distributed with a separate license, any printed materials, and online or electronic documentation, and any and all copies of such software and materials.
“Feedback” means any and all feedback Licensee provides to the Company with regards to the Software and the functionality of the Software.
“Term” shall mean the date of this Agreement until terminated in accordance with the terms and conditions set forth herein.
2. Ownership of Software. The Company retains ownership of the Software, and reserves all rights in the Software. No proprietary rights are assigned or transferred under this Agreement. You may not copy, reproduce, modify, alter, adapt, translate, decompile, or reverse engineer the Software except as permitted by law or this Agreement. This Agreement does not give you any right to sub-license this Agreement.
3. Use Restrictions. Unless otherwise permitted by law or this Agreement, you shall not, directly or indirectly:
(a) use (including make any copies of) the Software or documentation;
(b) provide any other person, including any subcontractor, independent contractor, affiliate or service provider of Licensee, with access to or use of the Software or documentation;
(c) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or documentation or any part thereof;
(d) combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
(e) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(f) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Software or documentation, including any copy thereof;
(g) copy the Software or documentation, in whole or in part;
(h) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software, or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
(i) use the Software or documentation in violation of any law, regulation or rule; or
(j) use the Software or documentation for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to the Licensor's commercial disadvantage.
4. Third Party Components. The Software incorporates some third party components, including the Unreal® Engine code and other code, materials, and information (the “Epic Materials”) from Epic Games, Inc. (all such third party components, including the Epic Materials, the “Third Party Material”) If any Third Party Material has separate software license or attribution requirements, the license terms or other attribution requirements for Third Party Material components can be found at the Company’s webpage www.paralune.com. By entering into this Agreement and using Third Party Material, you are accepting the terms of those licenses. In this case, the Third Party Material terms will govern your use of the Third Party Material, and if there is inconsistency, those terms will take precedence over the terms of this Agreement for the Third Party Material. You agree that the owners of the Third Party Material are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Material.
5. Confidential Information.
(a) You agree that you will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by the Company and that you will use the Confidential Information for no purpose other than helping the Company evaluate the Software. You agree that nothing contained in this Agreement shall be construed as granting any ownership rights to any Confidential Information disclosed pursuant to this Agreement.
(b) Your obligations under this Agreement with respect to any portion of the Confidential Information shall terminate when you can document that: (i) it was in the public domain at the time it was communicated to you; (ii) it entered the public domain subsequent to the time it was communicated to you through no fault of your own; (iii) it was in your possession free of any obligation of confidence at the time it was communicated to you; or (iv) it was rightfully communicated to you free of any obligation of confidence subsequent to the time it was communicated you.
6. Feedback. You agree that the Company retains the sole ownership, management, and control of all Feedback you provide to the Company. All Feedback relating to the Company’s Software that you may author, create, make, conceive or develop, alone or in conjunction with others, shall be considered “work for hire” and shall belong to the Company. You agree to and do hereby assign, sell, grant and convey to the Company, its successors and assigns, your entire right, title and interest in all such Feedback. At any time upon request and at the expense of the Company, you will execute and deliver any and all papers, including assignments, and undertake any and all other lawful acts requested by the Company, in order to secure, establish and maintain title to the Feedback in the Company, its successors and assigns, and give the Company, its successors and assigns, the full benefit of the assignments set forth herein, including doing all acts that may be necessary to procure any patent, trademark registration or copyright registration on any Feedback, free and clear of liens, charges and encumbrances.
7. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU EXPRESSLY AGREE THAT THE USE OF THE SOFTWARE AND THIRD PARTY MATERIALS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SOFTWARE, AND THIRD PARTY MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAIALBLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY, ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO THE SOFTWARE AND THIRD PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THAT YOUR USE OF THE SOFTWARE WILL BE UNINTERUPTED, VIRUS-FREE, OR ERROR-FREE. NO ORAL OR WRITTEN ADVICE OR CONSULTATION GIVEN BY COMPANY, ITS LICENSORS, AND THEIR REPSECTIVE AGENTS OR EMPLOYEES WILL IN ANY WAY GIVE RISE TO A WARRANTY. AT SOME POINT IN THE FUTURE THE SOFTWARE MAY GO OUT OF DATE, AND COMPANY MAKES NO COMMITMENT TO UPDATE SUCH SOFTWARE. THE USE OF THE SOFTWARE AND ANY THIRD PARTY MATERIALS, OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS THROUGH OR IN CONNECTION WITH THE SOFTWARE OR THIRD PARTY MATERIALS, IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER COMPANY NOR ITS LICENSORS, NOR THEIR RESPECTIVE AFFILIATES, SHALL BE LIABLE IN ANY WAY FOR LOSS OR DAMAGE OF ANY KIND RESULTING FROM THE USE OR INABILITY TO USE THE SOFTWARE OR THE THIRD PARTY MATERIALS OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, LOST PROFIT, COST OF COVER, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COMPUTER FAILURE, MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES AND LOSSES. IN NO EVENT WILL COMPANY, ITS LICENSORS, OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR THIRD PARTY MATERIALS, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SOFTWARE, INCLUDING DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIABILITY OF THE COMPANY, ITS LICENSORS, AND THEIR RESPECTIVE AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH THE COMPANY IS TO STOP USING THE SOFTWARE. IN NO EVENT WILL COMPANY’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE LESSER OF $50.00 OR THE AMOUNT YOU ACTUALLY PAID COMPANY UNDER THIS AGREEMENT (IF ANY).
9. Indemnification. Upon a request by Company, you agree to defend, indemnify, and hold Company and its affiliates harmless from all liabilities, claims, losses, costs and expenses, including attorney's fees, that arise from (a) your use of, or activities in connection with the Software and any Third Party Materials; (b) any violation of the Agreement by you; or (c) any allegation that any content that you make available via the Software infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Company in asserting any available defenses.
10. Termination and Survivability of Terms. The terms and conditions set forth herein shall continue to remain in full force and effect until such time as terminated by either party. You agree and acknowledge that you are not entitled to any refund for any amounts which were paid to Company prior to any termination. You retain full discretion to end or terminate your account, if applicable, and discontinue use of the Software at any time, pursuant to the terms of this Agreement. Without prejudice to any other rights of Company, this Agreement shall terminate automatically if you fail to comply with its terms and conditions. Upon termination, all rights granted to you under this Agreement will also terminate and you must cease use of, and destroy all copies of, the Software. The provisions of Sections 2 (Ownership of Software), 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnification), 10 (Termination and Survivability of Terms), 11 (Injunction) and 12 (Miscellaneous) shall survive any termination of this Agreement.
11. Injunction. Because Company would be irreparably damaged if the terms of this Agreement were not specifically enforced, you agree that Company shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under the applicable law.
12. Miscellaneous.
(a) This Agreement represents the complete agreement between you and the Company concerning the Software and supersedes all prior agreements and representations, warranties or understandings between you and the Company (whether negligently or innocently made but excluding those made fraudulently), regarding the same subject matter.
(b) Company reserves the right to amend this Agreement at any time, at its sole discretion. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Any failure by us to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision.
(c) Company may assign this Agreement, in whole or in part, at any time. Notwithstanding, you may not assign, transfer or sublicense any or all of your rights or obligations under the Agreement without Company's express prior written consent. Company's performance of the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement is in derogation of Company's right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by the Company with respect to such use. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Software arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, denial of service attack, internet outages, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
(d) This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles regarding conflict of laws.
(e) You may contact the Company at this e-mail address:
Email: contact@paralune.com
You may find more information about the Company at this website:
URL: http://paralune.com
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT MY USE OF THE SOFTWARE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE END USER LICENSE AGREEMENT.