Metify Mojo Platform - End User License Agreement

Mojo Support
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Metify Mojo Platform - End User License Agreement

THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND METIFY, INC… IT PROVIDES A LICENSE TO USE THIS SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY DOWNLOADING, INSTALLING OR USING THE SOFTWARE YOU ARE INDICATING YOUR ASSENT TO THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE, DISCONTINUE ITS USE IMMEDIATELY AND DESTROY ALL COPIES IN YOUR POSSESSION.

  1. DEFINITIONS

a) “Mojo” means Mojo by Metify, Inc.

b) “software” means the executable code of Metify Mojo, additional tools, libraries, source files, header files, data files, any updates or error corrections provided by Metify, Inc., any user manuals, guides, printed materials, on-line or electronic documentation.

c) “License Key” means a serial number issued to you by Metify, Inc. to activate and use the software.

d) “Named User” is an individual authorized by you to use the software through the assignment of a single user ID, in your Account, regardless of whether or not the individual is using the software at any given time. A non-human operated device is counted as a User in addition to all individuals authorized to use the software, if such device can access the software.

e) “Evaluation Support” is a time-limited right to technical support and software updates and upgrades. Technical support only covers issues or questions resulting directly out of the operation of the software. Metify, Inc. will not provide you with generic consultation, assistance, or advice under any other circumstances.

f) “Account” refers to the Metify Mojo account that you create either by signing up on this website or when you purchase a Metify Mojo product, with all its related items (users and licenses).

g) “Subscription” means the annual paid plan you choose on your own, that sets the terms of use of Metify Mojo according to its Attributes.

h) “Attributes” - means the characteristics of a Subscription, included in the description of that Subscription.

i) “Registration” means the process by which you sign up for an Account and provide current and accurate identification information with the scope of accessing and using the software.

  1. LICENSE GRANTS

2.1 Trial Period License. you may download and use the software for free for thirty (30) days after installation (“Trial Period”). During the Trial Period, Metify, Inc. grants you a limited, non-exclusive, non-transferable, non-renewable license to copy and use the software for evaluation purposes only and not for any commercial use. At Metify, Inc.'s discretion, Metify, Inc. may provide limited support through email or discussion forums at Metify, Inc. website. The evaluation copy of the software contains a feature that will automatically disable the software at the end of Trial Period. Metify, Inc. will have no liability to you if this feature disables the software.

2.2 License After Trial Period. This software is licensed, not sold. During the Trial Period, you have the option of paying a license fee in order to use the software after the expiration of the Trial Period or purchase an annual Subscription. Upon your payment of the license or subscription fee, Metify, Inc. provides you with a permanent registration number (“License key”) and grants you a limited, non-exclusive, non-transferable license to:

a) Use the software on a Named User basis meaning specific individuals are authorized to access the software and the total number of nodes may not exceed the total number licensed to you.

b) Copy the software in machine-readable form solely for archival and backup purposes.

2.4 The Named User of the software may install and use one instance of the software (including operating systems and Virtual Machine Environments) per allocated license. The installed Metify instance must have the ability to communicate with our license server.

  1. LICENSE RESTRICTIONS

3.1 You shall undertake any necessary steps to protect the License Key against unauthorized use.

3.2 You may not alter, merge, modify, adapt or translate the software, or decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form.

3.3 You may not sell, rent, lease, sub license, transfer, resell for profit or otherwise distribute the software or any part thereof.

3.4 You may not modify the software or create derivative works based upon the software.

3.5 You may not remove or obscure any copyright and trademark notices relating to the software.

  1. USE OF LICENSING FUNCTIONALITY

4.1 If you have licensed a qualifying edition of the software, you may use the functionality labeled “Licensing” solely for the purposes of applying the Licensing functionality processes and/or restrictions to your products and distributing such products to your end users for their trial purposes for a predetermined period of time. For the avoidance of doubt, the foregoing limitations apply only to your use of the Licensing functionality and not your use of the software in general.

4.2 You may not use or apply the Licensing functionality for the benefit of any software products which are not owned by you.

  1. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

5.1 This Agreement gives you limited rights to use the software. Metify, Inc. retains all rights, title and interest in and to the software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Metify, Inc. The structure, organization and code of the software are valuable trade secrets and confidential information of Metify, Inc…

  1. LIMITATION OF LIABILITY

6.1 Metify, Inc.'s cumulative liability to you or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this agreement shall not exceed the license fee paid to Metify, Inc. for use of the software.

6.2 Metify, Inc. shall be relieved of any and all obligations for any portions of the software that are revised, changed, modified, or maintained by anyone other than Metify, Inc.

6.3 Except as otherwise provided in this section, our sole liability to you for any loss or damage arising out of providing or failing to provide Services (including mistakes, omissions, interruptions, delays, errors or defects) will not exceed: (1) in cases related to a specific piece of software (2) in cases not related to a specific piece of software. We are not liable for any damage arising out of or in connection with: a) Any act or omission of any software service or other software provider other than us; b) Any interruption of services, including interruptions caused by equipment or facilities failure or shortages, transmission limitation or system capacity limitations; c) Accidents or any health related claims allegedly arising from the use of services, equipment or accessories used in connection with the services; d) The installation or repair of any products or equipment by parties who are not our authorized employees or agents; e) events due to factors beyond our control, including acts of God (including, without limitation, weather-related phenomena, fire, lightning or earthquake), war, riot, strike, sustained power failures or orders of governmental authority; f) Any use of your systems or related equipment not authorized by you; g) Any act or omission of any third-party or independent agreement or that offers products or services in conjunction with or through the Services; or h) your negligent or intentional act or omission.

  1. PATENT AND COPYRIGHT INDEMNITY

7.1 Metify, Inc. represents and warrants that the software shall not infringe or misappropriate any copyrights, patents, trade secret rights, trademarks and other intellectual property rights.

7.2 In the event the software is found to infringe, Metify, Inc. will have the option, at its expense, to

a) modify the software to cause it to become non-infringing;

b) substitute the software with other software reasonably suitable to you, or

c) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing software and refund any license fees paid for the software.

7.3 Metify, Inc. will have no liability for any claim of infringement based on

a) code contained within the software which was not created by Metify, Inc.;

b) use of a superseded or altered release of the software, except for such alteration(s) or modification(s) which have been made by Metify, Inc. or under Metify, Inc.'s direction, if such infringement would have been avoided by the use of a current, unaltered release of the software that Metify, Inc. provides to you.

c) the combination, operation, or use of any software furnished under this Agreement with programs or data not furnished by Metify, Inc. if such infringement would have been avoided by the use of the software without such programs or data.

7.4 You promise to indemnify and defend us, our partners, directors, officers, employees and agents from and against any claim, action, damage, liability and expense arising out of or in connection with: (1) your acts or omissions that occur in connection with your use of the services or equipment used in connection with the services; or (2) any communications you make or receive using the services. This indemnification extends to and includes any attorneys’ fees and costs incurred by us arising from any actions or claims to which this indemnification applies, or from contesting the applicability of this provision. This section survives termination of this Agreement.

  1. LIMITED WARRANTIES

8.1 THE software IS PROVIDED ON AN “AS IS” BASIS. Metify, Inc. MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITATION, you ASSUME SOLE RESPONSIBILITY FOR SELECTING THE software TO ACHIEVE youR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE software. Metify, Inc. MAKES NO WARRANTY THAT THE software WILL BE ERROR FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES. IN PARTICULAR, THE software IS NOT DESIGNED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE. Metify, Inc. EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.

8.2 Metify, Inc. warrants that it holds the proper rights allowing it to license the software and is not currently aware of any actions that may affect its rights to do so.

8.3 Metify, Inc. cannot guarantee that the software will work at all times. Metify, Inc assumes users are installing and running Mojo within the guidelines established in our online documentation.

8.4 You should make sure that it is legal to use the software in your country or jurisdiction. Metify, Inc. only provides a license for you to use the software. It is your responsibility to make sure that you are allowed to use the software.

8.5 Metify, Inc. reserves the right at any time to cease the support of the software and to alter prospectively the prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the software.

  1. Evaluation Support AND SUBSCRIPTION GOVERNING CONDITIONS
    9.1 At any time prior to the expiration of your Evaluation Support and 14 days after, you may purchase an extension to the current Evaluation Support. This additional Evaluation Support will extend the availability of your current Evaluation Support for a period of time beginning with the date when your Evaluation Support expires.

9.2 When your evaluation expires, you may purchase a license consistent with your support needs and node count. This will provide you with a new support agreement that will begin at the date of purchase.

9.3 If you do not purchase a license, you will be unable to use the software until a proper license is added to your Mojo instance.

9.4 Technical support is provided via electronic mail at support@metify.io. Metify, Inc. will use its best efforts to provide you with technical support within forty-eight (48) business hours of your request. Please check our website to find our latest contact information.

9.5 Each Subscription has an annual fee, based on the attributes of the license. you may not use the software after your license has expired.

9.6 If you choose to upgrade to a higher subscription level you can do this directly from your account. By upgrading a subscription, you agree to pay for the software provided according to that subscription fee.

9.7 Subscribers are responsible for taking action prior to renewal if you do not want your subscription to renew automatically. you might not receive further notice of your renewal after registering for an account or subscription, and must visit your subscription and billing page to find out when your account or subscription is set to renew. Subscriptions recur annually.

9.8 You are responsible to ensure that the credit card associated with your account or subscription is up to date, that the information posted in connection with it is accurate, and that you are authorized to use it. If Metify, Inc. cannot charge your credit card, your subscription may get canceled and you will lose access to the software associated with your subscription.

9.9 Invoiced subscriptions. Some accounts can pay via invoicing with mutual agreement between the parties. There may be extra fees associated with invoiced accounts. If Metify, Inc. has agreed to enter into an invoicing relationship with you, all invoices must be paid within 30 days. you agree that Metify, Inc. may charge interest of 1.5% per month for past due accounts and that you are liable for attorneys’ fees and reasonable collection costs arising from Metify, Inc. 's efforts to collect on past due amounts.

9.10 The latest information is provided on the web site at: www.metify.io. Please refer to the following web page for additional information regarding Evaluation Supports, Subscriptions, prices and more: www.metify.io/licenses.

  1. SUPPORT

10.1 Except as provided herein, support for the software is provided to you free of charge during your evaluation period. If Metify, Inc. discontinues any version of the software, Metify, Inc. reserves the right to limit or cease product support and updates for such discontinued version. Metify, Inc. reserves the right to discontinue free support with thirty (30) days written notice posted to the Metify, Inc. or the software web site.

  1. INTERNET-BASED SERVICES

11.1 Consent for Internet-Based Services. Certain software features connect to Metify, Inc. or service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. you may switch off these features or not use them. BY USING THESE FEATURES, you CONSENT TO THE TRANSMISSION OF THIS INFORMATION. Metify, Inc. does not use the information to identify or contact you and is solely in place to keep your subscription and licenses up to date. For more information, see www.metify.io/privacy-policy.html

11.2 Computer Information. The software features Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the software you are using, and the language code of the device where you installed the software. Metify, Inc. uses this information to make the Internet-based services available to you.

11.3 No personally identifiable software and hardware information is gathered when you install Metify Mojo except for what is gathered from your license key. All of your licensing information is encrypted within the license key and is only identifiable after the key is entered into the Mojo installer by an authorized user.

  1. HIGH RISK ACTIVITIES

12.1 The software is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the software could lead directly to death, personal injury, or severe physical or environmental damage (“High Risk Activities”). Metify, Inc. and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.

  1. THIRD PARTY SITES AND SOFTWARE

13.1 The software is designed to interact with third-party automation tools through our API. Metify, Inc. does not control, endorse, or guarantee content, including software, data or other information found on such third party software. you agree that Metify, Inc. is not responsible for any content, associated links, resources, or services associated with third party software programs. you further agree that Metify, Inc. shall not be liable for any loss or damage of any sort associated with your use of third party software. Access to third-party software through our API is provided for your convenience only.

13.2 The software contains third party software. By accepting this EULA, you are also accepting the additional terms and conditions with respect to such software, if any, forth herein.

13.3 Portions of this software are based on:

  1. AUDIT RIGHTS

14.1 Metify, Inc. audits your use of the software to verify compliance with this Agreement. The software is configured to enable periodic HTTPS communication with Metify, Inc. During this communication, license information is transmitted from the software to Metify, Inc. to ensure license compliance. The information transmitted during these periodic updates includes the operating system, license serial number, and other relevant information to verify compliance. If you are unwilling to provide this communication capability, you may opt out of ongoing communication, but you will no longer receive software updates and your software may cease to function. If the usage of the software is considered to be out of compliance with this agreement, the software may, without notice, cease to function.

14.2 During the audit process, Metify, Inc. has the ability to personally identify the individual that registered with Metify, Inc. to acquire the software license (“Registrant”) through the identification number assigned to your account at the time of registration, by using the personal information the Registrant provided to Metify, Inc. during the registration process. Such personal information will only be used by Metify, Inc. in connection with such an audit process.

  1. SEVERABILITY

15.1 If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.

  1. GOVERNING LAW

16.1 This Agreement is to be governed by and construed in accordance with the laws and jurisdiction of the defending party. Service of process upon either party shall be valid if served by registered or certified mail, return receipt requested and to the most current address provided by such party. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

  1. TERMINATION

17.1 Your license to use the software continues until terminated. This license will terminate automatically if you fail to comply with any term hereof. If the software is licensed on subscription basis, this Agreement will automatically terminate upon the termination of your subscription period. No notice shall be required from Metify, Inc. to effect such termination. you may also terminate this Agreement at any time by notifying Metify, Inc. in writing of termination. On termination, you must destroy all copies of the software. your obligation to pay accrued charges and fees shall survive any termination of this Agreement.

  1. ASSIGNMENT

18.1 Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by you, whether voluntary or by operation of law. Any such attempted assignment shall be void and of no effect without the prior written consent of Metify, Inc.

  1. CONFIDENTIALITY

Provider, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Client. Provider and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement. Any oral or written waiver by Client of these confidentiality obligations which allows Provider to disclose Client’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

  1. NO CONSEQUENTIAL OR OTHER DAMAGES

UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH PROVIDING OR FAILING TO PROVIDE SERVICES OR OTHER EQUIPMENT USED IN CONNECTION WITH THE SERVICES INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR COST OF REPLACEMENT PRODUCTS AND SERVICES. THIS SECTION SURVIVES TERMINATION OF THIS AGREEMENT.

  1. ENTIRE AGREEMENT

This Agreement contains the entire agreement between Metify, Inc. and you related to the software and supersedes all prior agreements and understandings, whether oral or written. It may be amended only by a writing executed by both parties.