last updated September 14, 2017
BridgeSmart End-User License Agreement (EULA)
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THE SOFTWARE. BY ACCEPTING AND USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THE AGREEMENT, DO NOT INSTALL OR USE THE SOLUTION.
This is an agreement entered into by us; between you, hereafter referred to as the Client, and SUNix Solutions, hereafter referred to as the Solution Provider. This Agreement states the terms and conditions upon which Solution Provider offers to license the BridgeSmart Solution provided in this package together with all related documentation and accompanying items including, but not limited to, the executable programs, drivers, libraries and data files associated with such programs (collectively, the “Solution”).
FOR INSTALLATION ON A SINGLE SERVER OR WORKSTATION
Any portion of the Solution may only be installed on a single Client server or workstation at any time. The machine-readable portion of the Solution may be transferred from one Client computer to another Client computer, provided that the number of Named Users that can legally access that server simultaneously is linked to the number of Named User licenses assigned to you.
The Solution is owned by Solution Provider and/or its licensors and is protected by United States copyright laws and any applicable international treaty provisions. You may not remove the copyright notice from any copy of the Solution or any copy of the written materials, if any, accompanying the Solution.
ONE ARCHIVAL COPY
You may make one (1) archival copy of the machine-readable portion of the Server Solution for backup purposes only in support of your installation of the Solution on a single server, provided that you reproduce on the copy all copyright and other proprietary rights notices included on the originals of the Solution, as long as, only one (1) Server is actively using the license at any one time.
NO MERGER OR INTEGRATION
You may not merge any portion of the Solution into, or integrate any portion of the Solution with, any other program, except to the extent expressly permitted by the laws of the jurisdiction where you are located. Any portion of the Solution merged into or integrated with another program, if any, will continue to be subject to the terms and conditions of this Agreement, and you must reproduce on the merged or integrated portion all copyright and other proprietary rights notices included in the originals of the Solution.
Any and/or all Licenses defined within this Solution may be controlled by the Solution Provider by DRM (Digital Rights Management) via the Solution Provider’s Cloud interface. Therefore, it is the full Responsibility of the Client to maintain active and open Internet connections for such DRM Cloud License Management.
The Client may be provided, by the Solution Provider, a Web based interface to view and control their Cloud based Licenses for their servers or workstations.
TRANSFER OF LICENSE
You may not transfer your License of the Solution without express permission of the Solution Provider. If such transfer is granted, Solution Provider’s DRM Cloud License Management must also be updated.
LIMITATIONS ON USING, COPYING, AND MODIFYING THE SOLUTION
Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you acquired the Solution, you may not use, copy or modify the Solution. Nor may you sub-license any of your rights under this Agreement.
DECOMPILING, DISASSEMBLING, OR REVERSE ENGINEERING
You acknowledge that the Solution contains Trade Secrets, Intellectual Property and other proprietary information of the Solution Provider, hereafter referred to as IP, and its licensors and will always remain as such. Except to the extent expressly permitted by this Agreement or by the laws of the jurisdiction where you are located, you may not decompile, disassemble or otherwise reverse engineer the Solution, or engage in any other activities to obtain underlying information that is not visible to the user in connection with normal use of the Solution.
In particular, you agree not for any purpose to transmit the Solution or display the Solution’s code on any computer screen or to make any hardcopy memory dumps of the Solution’s object code. If you believe you require information related to the interoperability of the Solution with other programs, you shall not decompile or disassemble the Solution to obtain such information, and you agree to request such information from Solution Provider at the address listed below. Upon receiving such a request, Solution Provider shall determine whether you require such information for a legitimate purpose and, if so, Solution Provider will provide such information to you within a reasonable time and on reasonable conditions.
In any event, you will notify Solution Provider of any information derived from reverse engineering or such other activities, and the results thereof will constitute the confidential information of Solution Provider that may be used only in connection with the Solution.
Client agrees that they are fully liable for themselves, their employees, agents or associates; “pretend” or “designated for right to use” provisional employees, agents or associates; acquaintances, family, friends and/or any other person or entity who might access this IP, by any means, direct or indirect, and are restricted from sharing any portion of this information with any vendor, solution provider, engineer, programmer; “pretend” or “designated for right to use” provisional employees, agents or associates; or any other person or entity, directly or indirectly, in any form, format or by any means, without first receiving written permission by Solution Provider.
All Parties acknowledge and agree that any violation or dissemination of any such materials, in any way, or use beyond the scope defined herein by Solution Provider of such IP solutions to the Client, will cause irreparable injury to the Solution Provider, its IP, its right to protect such IP and could damage the Solution Provider in other unforeseen ways now and/or in the future, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Therefore, the Parties agree that in the event of a breach by the Client, the Solution Provider shall be entitled, in addition to all other rights and remedies available under applicable law, an injunction from any court of competent jurisdiction, enjoining any violation or threatened violation of this Agreement.
The license will terminate automatically without any notice from Solution Provider if Client fails to comply with any term or condition of this Agreement. Upon termination, Solution Provider may also enforce any rights provided by law. The provisions of this Agreement that protect the proprietary rights of Solution Provider will continue in force after termination.
Solution Provider does not warrant that the functions contained in the Solution will meet Client’s requirements or that the operation of the Solution will be uninterrupted, error-free or free from malicious code. For purposes of this paragraph, “malicious code” means any program code designed to contaminate other computer programs or computer data, consume computer resources, modify, destroy, record, or transmit data, or in some other fashion usurp the normal operation of the computer, computer system, or computer network, including viruses, Trojan horses, droppers, worms, logic bombs, and the like.
GRANT TO SOLUTION PROVIDER
During any term of this Agreement, you grant to Solution Provider a non-transferable, non-exclusive, license to reproduce and display your logos, trademarks, trade names and similar identifying material so that Solution Provider may refer to you as a user of the Solution should Solution Provider so desire, such as on the Solution Provider website, in press releases and in other marketing materials.
INDEMNIFICATION BY YOU
If you distribute the Solution in violation of this Agreement, you hereby indemnify, hold harmless and defend Solution Provider from and against any and all claims or lawsuits, including attorney’s fees and costs that arise, result from or are connected with the use or distribution of the Solution in violation of this Agreement.
THE SOLUTION IS PROVIDED AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. SOLUTION PROVIDER IS NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES OR TECHNICAL SUPPORT FOR THE SOLUTION OTHER THAN THOSE STIPULATED IN A SEPARATE SUPPORT AGREEMENT.
Further, Solution Provider shall not be liable for the accuracy of any information provided by Solution Provider or third party technical support personnel, or any damages caused, either directly or indirectly, by acts taken or omissions made by you as a result of such technical support.
You assume full responsibility for the selection of the Solution to achieve your intended results, and for the installation, use and results obtained from the Solution. You also assume the entire risk as it applies to the quality and performance of the Solution. Should the Solution prove defective, you (and not Solution Provider, or its distributors or dealers) assume the entire cost of any and all necessary servicing, repair or correction.
Some countries/states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Solution Provider disclaims all warranties of any kind if the Solution was customized, repackaged or altered in any way by any third party other than Solution Provider.
LIMITATION OF REMEDIES AND DAMAGES
In no event will Solution Provider or its licensors be liable for any indirect, incidental, special or consequential damages, or for any personal injury or bodily injury (including death) to any persons caused by Solution Provider’s negligence, or for any lost profits, lost savings, LOSS OF USE, lost revenues or lost data arising from or relating to the Solution or this Agreement, even if Solution Provider or its licensors have been advised of the possibility of such damages. In no event will Solution Provider’s liability or damages to you or any other person ever exceed ONE (1) DOLLAR, REGARDLESS OF the amount paid by you to use the Solution AND regardless of the form of the claim.
Some countries/states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
The Solution Provider/Manufacturer for Solution is:
106 Memorial Drive
Greer, SC 29650
This Agreement is binding on you, as well as, your employees, employers, contractors and agents, and on any successors and assignees. Neither the Solution nor any information derived there from may be exported except in accordance with the laws of the United States. This Agreement is governed by the laws of the United States; and all legal resolutions are agreed to be determined in a competent Court of Law in the State of South Carolina, in or about, the City of Greer or Greenville County, South Carolina. This Agreement is the entire agreement between us and you agree that Solution Provider will not have any liability for any untrue statement or representation made by it, its agents or anyone else (whether innocently or negligently) upon which you relied upon entering this Agreement, unless such untrue statement or representation was made fraudulently. This Agreement supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Solution. If any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be allowed to be modified to the extent necessary, by the Solution Provider or its representatives, to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.
CHANGES TO THIS EULA
BridgeSmart may revise and update the EULA at anytime and without notice. We reserve the right to change the terms of this EULA at anytime. When we make changes, we will revise the “last updated” date at the top of the policy. If there are material changes to this statement or in how BridgeSmart will use your information, you agree that is your responsibility, alone, and are therefore cautioned to review the EULA posted on the website periodically to look for any changes. Your continued access or use of this Solution or website, after any such changes are posted, will constitute your acceptance of these changes.
Contact Information: email@example.com