Eskort Application Server Platform License

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Eskort Application Server Platform
End User License Agreement

ANIMUS REX, INC. END USER LICENSE AGREEMENT FOR THE ESKORT APPLICATION SERVER PLATFORM ("SOFTWARE").

IMPORTANT: THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND ANIMUS REX. READ IT CAREFULLY BEFORE USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.

BY USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

THIS END USER LICENSE AGREEMENT MAY BE MODIFIED AT ANY TIME WITH OR WITHOUT NOTICE. LAST UPDATE: 07/02/2015

1. Definitions

a) "Animus Rex" means Animus Rex, Inc. and its licensors, if any.

b) "Software" means the Eskort Application Server Platform software program(s) and other third party software programs, in each case, supplied by Animus Rex herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation.

b) "Software as a Service" ("SaaS") is a software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted. The Eskort Application Server Platform is delivered using a SaaS model.

2. License Grants

a) You may use the Eskort Application Server Platform via a web browser on one or more computers or devices so long as your account with Animus Rex is in good standing.

Note: Should your account become seriously past due Animus Rex has the right to limit administrative access to the Software. Should the delinquency continue, Animus Rex has the right to terminate your service.

b) You may make unlimited copies of Documentation and Training Materials provided to you by Animus Rex.

c) You understand that Animus Rex will log and may audit your use of the Software for compliance with these terms at any time, upon reasonable notice.

d) Your license rights under this EULA are non-exclusive.

e) Certain rights are not granted under this Agreement, but may be available under a separate agreement.

3. License Restrictions

a) You may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.

b) You may not sell, rent, lease, or sublicense the Software.

c) You may not create derivative works based upon the Software.

d) You may not attempt to reverse engineer the Software.

e) You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations thereunder.

f) In the event that you fail to comply with this EULA, Animus Rex may terminate the license and suspend your ability to use the Software.

4. Ownership

The foregoing license gives you limited license to use the Software. Animus Rex and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by Animus Rex and its suppliers.

5. WARRANTY DISCLAIMER

a) THE SOFTWARE IS PROVIDED TO YOU "AS-IS". ANIMUS REX WILL PROVIDE TECHNICAL SUPPORT AND CORRECT ERRORS IN THE SOFTWARE, WITHIN REASON AND AT ANIMUS REX'S DISCRETION.

b) ANIMUS REX AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. ANIMUS REX DOES NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN MISSION CRITICAL OR HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. ANIMUS REX SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

c) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.

d) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANIMUS REX, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

e) (USA only) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

6. LIMITATION OF LIABILITY

a) NEITHER ANIMUS REX NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ANIMUS REX OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

b) ANIMUS REX'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $50 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.

c) (USA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

 

7. Basis of Bargain

The Warranty Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of the basis of the agreement between Animus Rex and you. Animus Rex would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer, Exclusive Remedies and Limited Liability inure to the benefit of Animus Rex's licensors.

8. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND

This Software and the documentation are provided with "RESTRICTED RIGHTS" applicable to private and public licenses alike. Without limiting the foregoing, use, duplication, or disclosure by the US Government is subject to restrictions as set forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: Animus Rex, Inc., 110 E 23Street, Floor 10, New York, NY 10010.

9. (Outside of the USA) Consumer End Users Only

The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of a consumer (i.e., a person acquiring goods otherwise than in the course of a business).

The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.

10. Third Party Software

The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at http://www.animusrex.com/thirdparty and are made a part of and incorporated by reference into this EULA.

11. General

This EULA shall be governed by the internal laws of the State of New York, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in New York County, New York or the federal courts in the Southern District of New York to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

This EULA, in conjunction with any Software Maintenance agreement in effect, contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of Animus Rex to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

No Animus Rex dealer, agent or employee is authorized to make any amendment to this EULA.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

All questions concerning this EULA shall be directed to:

Animus Rex, Inc.
110 E 23Street, Floor 10
New York, NY 10010
Attention: General Counsel

 

Animus Rex, Eskort, Eskort v4, Eskort Application Server Platform and other trademarks contained in the Software are service marks, trademarks or registered trademarks of Animus Rex, Inc. in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the service marks, trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use Animus Rex's or its licensors' names or any of their respective trademarks.