END USER LICENSE AGREEMENT
PLEASE REVIEW THIS END USER LICENSE AGREEMENT (THIS “EULA”) CAREFULLY AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “CUSTOMER”) AND ZALONI INC. (“ZALONI”). THE DOWNLOADING, INSTALLING, OPERATING, AND/OR USING (AS APPLICABLE) OF THE ZALONI SOFTWARE (“SOFTWARE”) IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU MAY NOT DOWNLOAD, INSTALL, OPERATE, AND/OR USE THE SOFTWARE UNLESS YOU CLICK ON THE “ACCEPT” BUTTON AND AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. THE DATE ON WHICH YOU CLICK ON THE “ACCEPT” BUTTON AND ACCEPT THIS EULA IS THE “EFFECTIVE DATE.”
1. LICENSE GRANT. Subject to the terms and conditions set forth in this EULA, Zaloni hereby grants to Customer a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable, territory-wide license in object code form only to use the Software solely for Customer’s internal business purposes on up to that total number of Nodes for which Customer has a valid license (each, a “Node License”), as set forth in the applicable sales order form(s) accepted in writing by Zaloni or the authorized reseller of the Software from which Customer ordered the license granted herein (“Reseller,” and such accepted sales order form(s), a “Sales Order”). At no time can Customer use the Software on more than the total number of Nodes for which Customer has Node Licenses. From time to time during the term, if Customer wishes to add additional Node Licenses, Customer must submit a sales order form therefor to Zaloni or Reseller, as the case may be. Each Sales Order is subject to the terms and conditions set forth in this EULA and is considered a part hereof. In the event of any conflict or inconsistency between a term or condition set forth in this EULA and in a Sales Order, the term or condition set forth in this EULA prevails. Zaloni will deliver the Software to the Customer via electronic means except where prohibited by law.
2. UPGRADES. If the Software is an upgrade, you may use or transfer the Software only in conjunction with the upgraded product. You now may use that upgraded product only in accordance with this License.
3. COPYRIGHT. The Software is owned by Zaloni or its suppliers and is protected by United States copyright laws and International treaty provisions. Therefore you must treat the Software like any other copyrighted material.
4. OTHER RESTRICTIONS. This License is your proof of license to exercise the rights granted herein and must be retained by you. You may not rent or lease the Software, but may transfer your rights under this License on a permanent basis with Zaloni’s written permission, provided you transfer this License, the Software and all accompanying printed materials, retain no copies, and the recipient agrees to the terms of this License. You may not modify, reverse engineer, decompile, or disassemble the Software.
5. LIMITED WARRANTY. Zaloni warrants that (a) the Software will perform substantially in accordance with the accompanying printed materials for a period of ninety (90) days from the date of receipt; and (b) any hardware accompanying the Software will be free from defects in materials and workmanship under normal use and service for a period of ninety (90) days from the date of receipt. Any implied warranties on the Software and hardware are limited to ninety (90) days.
6. CUSTOMER REMEDIES. Zaloni’s entire liability and your exclusive remedy shall be, at Zaloni’s option, either (a) return of the price paid or (b) repair or replacement of the Software or hardware that does not meet Zaloni’s Limited Warranty and that is returned to Zaloni after receiving a return merchandise authorization. This Limited Warranty is void if failure of the Software or hardware has resulted from accident, abuse or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
7. NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Zaloni disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose with respect to the Software, the accompanying written materials, and any accompanying hardware.
8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES . To the maximum extent permitted by applicable law, in no event shall Zaloni or its suppliers be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use this Zaloni product, even if Zaloni has been advised of the possibility of such damages.
9. THIRD-PARTY HARDWARE &SOFTWARE. Zaloni accepts no liability or responsibility with regard to any other hardware or software that is not owned by Zaloni, and which is not authorized by your purchase agreement or this license agreement. This release of liability by Zaloni extends to the purchase, installation, implementation, integration, operation and all other factors regarding third- party hardware and software that may integrate with Zaloni’s products.
10. SEVERABILITY. If a court or other lawful authority of competent jurisdiction declares any provision of this Agreement to be invalid, illegal or unenforceable, this Agreement will continue in full force and effect with respect to all other provisions and all rights and remedies accrued under such other provisions will survive any such declaration. If this Agreement as it relates to the products under this Agreement shall be held by a court of competent jurisdiction or other lawful authority to be invalid, illegal or unenforceable as to particular product(s), or if this Agreement is terminated as to particular product(s), this Agreement shall remain in full force and effect as to the remaining product(s).
11. U.S. GOVERNMENT RESTRICTED RIGHTS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Commercial Computer Software -Restricted Rights at 48 CFR 52.227 -19, as applicable. The manufacturer is Zaloni, 15500-C Rockfield Blvd., Irvine, California, USA, 92618. This agreement is governed by the laws of the
State of California.
12. CUSTOMER REFERENCE. You hereby consent to Zaloni’s use of Customer’s name, logo, references, case studies, speaking engagements, videos, and any other reasonable request for Zaloni’s marketing and promotional materials.
13. AUTHORIZED SIGNATORY. You Accept this Agreement on behalf of the Customer as a duly authorized signatory of the Customer and personally provide guarantees that You has the authority to sign this Agreement and to bind the Customer.
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