OPERETO SOFTWARE SOLUTIONS LTD. END-USER LICENSE AGREEMENT
This end user software license agreement (“Agreement“) is made between you, the end user (“End User” or “you“) of the Opereto software and site (as such terms are described herein) and Opereto Software Solutions Ltd (“Opereto“, “we“, “us“, “our“).
We provide a software platform (“Software“) for development and orchestration of software automation flows on distributed endpoints or remote devices (“Remote Agents“). In addition, our web site (“Site“) contains technical forums, documentation, samples and other related content (“Content“).
BY DOWNLOADING AND USING THE OPERETO SOFTWARE AND SITE OR BY CLICKING ON A “Register”, “I Agree” OR SIMILAR BUTTON IN CONNECTION WITH OBTAINING OPERETO SOFTWARE OR SITE): (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND HEREBY AGREE TO BE BOUND BY THIS AGREEMENT; AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, EITHER PERSONALLY OR (IF YOU HAVE NAMED OR ARE USING THE SOFTWARE AND SITE ON BEHALF OF A COMPANY AS THE END USER), ON BEHALF OF SUCH COMPANY, IN SUCH EVENT YOU ALSO REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY TO TERMS OF THIS AGREEMENT.
OPERETO MAY CHANGE, ADD OR REMOVE ANY PART OF THIS AGREEMENT AT ANY TIME. IF ANY FUTURE CHANGES ARE UNACCEPTABLE BY YOU, YOU SHOULD DISCONTINUE USING OPERETO’S SOFTWARE AND SITE. YOUR CONTINUED USE OF OPERETO’S SOFTWARE AND SITE FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES BY US WILL BE CONSIDERED AS YOUR ACCEPTANCE TO SUCH CHANGES.
1. License of software.
Subject to the terms and conditions of this agreement, Opereto grants you a non-transferable, non-sublicensable, non-exclusive, non-assignable limited right to use Opereto’s Software, for your internal use only, at your facilities, for the purpose of developing, managing and orchestrating, complex and distributed software automation flows on Remote Agents.
It is hereby agreed that you will have to contact Opereto and upon Opereto’s approval, to be provided with license key(s) that gives you the right to manage a specified number of Remote Agents for a defined period, which may be subject to payment as may be decided by Opereto. Unless specifically expressed otherwise by Opereto, any provisions agreed between Opereto and you shall not derogate from the terms of this Agreement.
1.2 Restrictions on use.
You may not, directly or indirectly: (a) make any unlawful use of the Software and/or any use which is not granted under the license in the Section 1.1 above.; (b) copy, distribute, sell, rent, lease, transfer, timeshare sublicense or otherwise distribute, operate a service bureau with, to any third party, use in managed service provider environment or generate any revenues from the Software; (c) reverse engineer, disassemble, decompile, attempt to discover the source code or structure, sequence and organization of the Software, or remove any proprietary notices from the Software; (d) copy the Software onto any public network, except for an internal, secured environment; and (e) modify, improve, create derivative works, based on all or any part of the Software (including a clustering of any kind of two or more instances of the Software);
1.3 Unauthorized use.
You shall notify Opereto immediately upon any unauthorized use of any password or account or any other known or suspected breach of security or usage restrictions or any other misuse of the Software.
This Agreement will commence on the date in which you have either downloaded the Software or made any use of the Software or Site and will continue unless terminated as follows: each party may terminate this Agreement for convenience upon 30 days written notice to other party. Opereto may immediately terminate this Agreement, upon written notice, if End User breaches this Agreement, including but not limited to failure to pay any of the payments due to Opereto, and fails to cure such breach within 7 days’ written notice. Upon any termination or expiration of this Agreement, the rights and licenses granted to End User under this Agreement will automatically terminate and all outstanding payments, if any, will immediately become due and payable to the Opereto. In addition, upon such termination, End User undertakes not to make any further use of the Software.
3. Copyright and Trademarks.
All of the content and all of the copyright, trademark rights and other intellectual property rights in and to the content (including without limitation all design, text, graphics, audio, video or image files and software) are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to the Software or Site and their content, rest solely with Opereto. Opereto and its licensors are the sole owner of all trademarks, service marks, trade names, and trade dress. No ownership of any content or trademarks, service marks, trade names, trade dress or other proprietary rights in the Software or Site, is transferred to you. You undertake not perform any act which is inconsistent with or which is likely in any way to prejudice Opereto’s rights in the Software or Site. You may print and download extracts from our Site solely for your own personal use. You may not modify, alter, republish, redistribute, resend, sell or broadcast any material on the Software and/or Site to any other party or make such material available on-line or make the same available in hard copy or on any other media without our prior written permission. If you breach any of these terms your permission to use the Software and Site shall automatically terminate and you undertake to immediately destroy any downloads or printed extracts from the Software and/or Site.
4. Personal Data.
Some functions of the Site require you to provide certain personal information, including among others, name, company name, email address and telephone number (“Personal Data“). You agree to provide true, accurate, current and complete Personal Data as prompted by the Site’s processes and maintain and promptly update the Personal Data to keep it accurate, current and complete.
We assume that any communications and other activities through the use of your Personal Data were sent or authorized by you, and you are fully responsible for all activities that occur under your Personal Data. We will not be liable for your losses caused by any unauthorized use of your Personal Data. We further do not assume any responsibility for any communications sent by you.
Without derogating from the foregoing, we reserve the right to reset any usernames and passwords if there has been any unauthorized access to, or use of, the Site using your Personal Data.
You declare that by providing Personal Data to us, you hereby consent to, us sending, and you receiving, by means of telephone, facsimile, SMS or e-mail, communications containing content of a commercial nature relating to the Site, Software and related services. You acknowledge that we do not have to obtain your prior consent (whether written or oral) before sending such communications to you, provided that we shall immediately cease to send any such further communications should you notify us in writing that you do not wish to receive such commercial content anymore.
5. User Conduct.
In connection with your use of the Site, including without limitation any information, data, images, feedback, material or ideas that you provide to us or post on or through the the Site (each, a “Submission“), you agree (a) to abide by all applicable local, state, federal, national and international laws and regulations, and (b) not, nor allow or facilitate a third party, to violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others or our policies or the operational or security mechanisms of the Site. Without limiting the foregoing you may:
- Not display, distribute or otherwise use any Content (excluding Content provided entirely by you), except as reasonably required for the intended purposes of the Software and Site related communications.
- Not use the Site or any of its Content (including without limitation any programming, images, photographs, graphics), to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming or any duplicative or unsolicited messages (commercial or otherwise).
- Not interfere with the access, use or enjoyment of this Site by others (including without limitation causing greater demand on the Site than is deemed by us reasonable); harass or defame others; or promote hatred towards any group of people.
- Not alter, modify, delete, forge, frame, copy, publicly display, publicly perform, rent, sell, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise, any part of the Site, any Content (including without limitation trademarks, Services marks and logos contained in the Site but excluding Content provide entirely by you). However, you may copy Content that is reasonably required for the intended purposes of the Site and the Software.
- Not access or attempt to access any of our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Site or any of the Site’s security and traffic management devices, software or routines.
- Not decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Site
except if and to the extent permitted by applicable law.
- Not use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to access the Site, make Submissions, monitor or scrap information from this Site, or bypass any of our robot exclusion request (either on headers or anywhere else on the Site), if any.
- Not use any meta tags or any other “hidden text” utilizing any trademarks or intellectual property owned or licensed by us.
6. Your Submissions.
We may, in our sole discretion, use any feedback, material or ideas that you provide to us or post on or through the Software or the Site to enhance and better customize the Site and the Software. You further grant us and our successors a perpetual, worldwide, non-exclusive, transferable, non-revocable, sub-licensable, royalty-free license to un-restrictedly use, modify, create derivative works from, distribute and display any feedback you provide to us with respect to the Site or the Software, without compensation, liability or notice to you, in any promotions or redistribution of part or all of the Site or any other sites that were created (as private labels for others or otherwise), are operated or are wholly or partially owned by us, in any media formats and through any media channels including without limitations in future modifications of the Site. You are entirely responsible for all your Submissions and the consequences of posting or publishing them on the Site.
7. Our Feeds.
We may from time to time offer our own RSS (“Really Simple Syndication“) or other feeds or podcasts as a free service to users (the “Feed Service“). Your use of the Feed Service is subject to the following terms and conditions:
- You may not charge a fee or otherwise require a user to purchase a product or service in exchange for receiving the Feed Service.
- Use is limited to platforms in which a functional link is made available allowing immediate display of the full article/post on the Site, as specified in the feed.
- Use is accompanied by proper attribution to us as the source.
By accessing the Feed Service, you agree that you will not use the service in contravention of the above conditions. We reserve the right to discontinue the Feed Service at any time, and the right to require that you immediately cease any specific use of the Feed Service or to prevent you from using the service.
8. Public Communications.
When using the Site or the Software, you may be exposed to Submissions from a variety of sources, and we are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to such Submissions. You may be exposed to Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against us with respect to your use of the Site, the Software or the Content. You expressly assume and agree to bear any and all risks associated with your use of, exposure to or reliance on any such content. Please respect and interact with other users as you would in any public arena when using the Site. We do not endorse and are not responsible for the accuracy of Submissions on the Site. Do not reveal information that you do not want to make public, such as by including your contact information or email address in a Submission.
9. Warranty Disclaimers.
YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT, THE SOFTWARE IS PROVIDED BY OPERETO “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. WE MAKE NO WARRANTY THAT THIS SOFTWARE OR SITE WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR, BUG OR VIRUS FREE; NOR DO WE WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SOFTWARE OR THE SITE IN TERMS OF ITS CORRECTNESS, COMPLETENESS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE. YOUR USE OF THIS SOFTWARE AND SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY RESULTING CONSEQUENCES.
10. Limitation of Liability.
10.1 IN NO EVENT WE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
10.2 OUR TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES AND LOSSES THAT ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR SITE, SHALL NOT IN ANY CIRCUMSTANCE EXCEED THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO US FOR USING THE SOFTWARE AND SITE WITHIN THE THREE (3) MONTHS PRECEDING THE DATE OF BRINGING A CLAIM.
You agree to defend, indemnify and hold harmless us and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) your use of, or inability to use, the Software and/or Site; (ii) your breach of this Agreement and its terms; and (iii) your breach of any third party right, including without limitation any copyright, property, or privacy right. Without derogating from or excusing your obligations under this section, we reserve the right (at our own expense), but are not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you. You agree not to settle any matter subject to an indemnification by you without first obtaining our express approval.
The parties expressly agree that they are independent contractors and do not intend for this Agreement to be interpreted as an agency, joint venture or partnership relationship between the parties. Neither party’s waiver of the breach of any provision shall constitute a waiver of the provision in that or any other instance. This Agreement will be governed by and construed in accordance with the laws of the state of England. Any suit arising out of or related to this Agreement will be brought solely in the courts of England and the parties hereby expressly consent to the personal jurisdiction thereof and hereby waive all objections to venue therein. The substantially prevailing party in any dispute relating to this Agreement will be entitled to recover associated costs, including the reasonable fees of attorneys and other professionals. This Agreement contains the entire understanding of the parties relating to the subject matter and supersedes all prior agreements and understandings, both written and oral, regarding such subject matter. This Agreement may not be modified nor any rights under it waived, in whole or in part, except in writing, signed by both parties. Each party will comply with all laws and regulations applicable to its activities under this Agreement. End User may not assign this Agreement, in whole or in part, without Opereto’s prior written consent. Opereto shall be entitled to assign its obligations under this Agreement upon prior notice to End User.
Last updated: 1 September 2016