Effective date: April 3, 2020
Software Product: Apptim Cloud, Apptim Desktop, Apptim CLI.
IMPORTANT – READ CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND APPTIM, INC. FOR THE SOFTWARE PRODUCT IDENTIFIED ABOVE, WHICH INCLUDES COMPUTER SOFTWARE AND RELATED DOCUMENTATION. BY INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. NO REFUND WILL BE ALLOWED AFTER PURCHASE.
APPTIM, INC. a Delaware corporation, USA (”Apptim”) hereby grants to you a non-exclusive license (a ”License”) to use the software product identified above (the ”Software”) and the accompanying printed material and User Manual (the ”Documentation”), if any, on the terms set forth below.
1.Grant of License Agreement. This License grants you the following rights
SOFTWARE. Except as set forth below, you may use the Software on any single computer.
DOCUMENTATION. The documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only.
TRANSFER. Internal. You may transfer your copy of the Software to a different device subject to the provisions of this Agreement.
No Transfer to Third Party. You may not transfer, including by way of indirect transfer, such as a consignment, the Software or Software License to any other end user.
2.Description of other rights and limitations
REVERSE ENGINEERING. You may not modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, or any portion thereof.
COPYING. You may not copy the Software or Documentation except as specifically provided for by this Agreement.
SEPARATION OF COMPONENTS. The Software is licensed as a single product. You may not separate the Software’s component parts for use.
RENTAL/COMMERCIAL USAGE. You may not rent, lease, lend, or provide commercial services with the Software or Documentation.
PROPRIETARY NOTICES. You may not remove any proprietary notices, labels or marks on the Software or Documentation.
UPGRADES. You may use the Software only in conjunction with the upgraded product or you must destroy the upgraded product. To use Software identified as an upgrade, you must first be licensed for the software identified by Apptim as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software. If the Software is an upgrade from an earlier version, this upgrade License will supersede any previous License.
AUTOMATIC UPDATE FEATURE I MODIFICATION OF THIS SOFTWARE LICENSE SUBSCRIPTION AGREEMENT (SLSA) AS TO SOFTWARE. From time to time, Apptim may automatically update or otherwise modify the Software, for example, but not limited to, for purposes of error correction, improvement of features, and enhancement of security features. Such updates or modifications may change or delete the nature of features or other aspects of the Software, including features you may rely upon. You hereby agree that such activities may occur at Apptim’s sole discretion. Apptim may add to, change, or remove any part, term, or condition of the SLSA as it applies to the Software at any time without prior notice to you. By continuing to access the software or service, you are indicating your acceptance thereto. Apptim may take any legal and technical remedies to prevent violation of and/or to enforce this SLSA, including, without limitation, immediate termination of your access to the software or Services, if Apptim believes in its discretion that you are violating this SLSA.
ADDITIONAL SOFTWARE/SERVICES. This license applies to updates, supplements, add-on components, or Internet-based services components of the Software that Apptim may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. Apptim reserves the right to discontinue Internet-based services, supplements, or add-on components provided to you or made available to you through the use of the Software.
PRICING. The cost of licensing the Software may change at any time. If you are using the Software through a paid license, Apptim will send a prior notice to you with the new pricing and the date when the new pricing will start to apply. By continuing to access the software or service, you are indicating your acceptance thereto.
THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. You may not be able to exercise your rights to the Software under this SLSA for the period of thirty (30) days after the Software is first installed or run unless you have an active subscription of the Software. Installation and usage collects several information including API Key usage. In addition, we may use third party services such as Google Analytics, FullStory and Intercom that collect, monitor and analyze this type of information in order to increase our Software's functionality. If you are not using a licensed copy of the Software, you are not allowed to install and/or run the Software or future Software updates.
Title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain in Apptim. The copyright laws of the United States and international copyright treaties protect the Software and Documentation.
This License is in effect until terminated and will terminate automatically if you fail to comply with the limitations described herein. This License is valid for the period specified in the Order Form or Invoice sent to the you from the date you purchase the Software.
6.Expiration of rights
Your rights to the Software set forth in Section 1 shall automatically expire if at any time you (a) are no longer employed by the Customer; or (b) are no longer the primary user of a licensed copy of the Software with a valid current update subscription; or (c) install any other version of the Software that is subject to a License. In either such event, you must cease use of the Software, uninstall it from the computer or device on which you installed it and destroy all copies of the Software and all of its component parts.
7.Consent to use of Data
You agree that Apptim and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Apptim may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
This Agreement represents the complete agreement concerning this license between parties and supersedes all prior agreements and representations between them. The Agreement may be amended only in writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, for any reason, such provision shall be reformed to the extent necessary to make it excluded, and enforceable and the remainder of this Agreement shall nonetheless remain in full force and effect. The Agreement shall be governed by and construed under San Francisco law as such law applies to agreements between San Francisco residents entered into and to be performed within San Francisco, except as governed by Federal law.
Apptim warrants that the Software, is free from defects in material and workmanship and will remain so for thirty (30) days from the date you acquired the Software. Apptim’s sole liability, and your sole remedy, for any breach of this warranty shall be, in Apptim’s sole discretion: (i) to replace your defective Software; or (ii) if the above remedy is impracticable, to refund the License fee you paid for the Software. Replaced Software and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original Software, or if longer, for thirty (30) days after the date of shipment to you of the replaced Software. Only if you inform Apptim of your problem with the Software during the applicable warranty period and provide evidence of the date you acquired the Software will Apptim be obligated to honor this warranty. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY APPTIM. APPTIM MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. NO APPTIM AGENT OR SALES REPRESENTATIVE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY. If any modifications are made to the Software by you during the warranty period; if the Software is subjected to accident, abuse, or improper use; or if you violate the terms of this Agreement, then this warranty shall immediately be terminated. This warranty shall not apply if the Software is used on or in conjunction with hardware or software other than the unmodified version of the hardware and software with which the Software was designed to be used as described in the Documentation. THIS WARRANTY GIVES YOU SPECIFIC RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION.
10.Link to third-party sites
Apptim is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Apptim may provide these links and access to third-party sites and services to you as a convenience only, and the inclusion of any link or access provided by Apptim does not imply an endorsement by Apptim of the third-party site or service.
11.Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL APPTIM BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE, OR MALFUNCTION, OR ANY AND ALL COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF APPTIM’S LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF APPTIM SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY . THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.