End User License Agreement
IMPORTANT – READ CAREFULLY:
This End-User License Agreement (“EULA” or “Agreement”) is a legal agreement between You and the developers (“TechToast”) of Particle Flocker 1.x (“The Software”), that governs your license and use of our proprietary Software directly from TechToast or Reseller.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING A QUOTE OR ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
1. Grant of License.
1.1 General License Grant.
Pursuant to payment of all applicable license fees and other charges, TechToast grants you the limited, non-exclusive, non-transferable license to install and use the Software in accordance with this Agreement. If your purchase order or other documentation contains terms in addition to, or different than, the terms of this Agreement, those terms in that purchase order or other documentation shall be disregarded and the terms of this Agreement shall control.
1.2 License Options.
Your license to install and use the software shall be in accordance with one or more of the following license options.
a. Trial (Evaluation) License. The Software may be used for a limited evaluation by any user on any one computer for a period to be determined and stated by TechToast. The Trial License shall terminate at the end of the stated evaluation period unless otherwise agreed by TechToast. The Trial License entitles the user of the Software to use the Software for evaluation and hobby purposes only.
b. Node-locked License. You may install the Software on one identified computer (node). Transfer of this license to an alternative node may only be performed with written consent from TechToast. The Node-locked License entitles the user to use the Software for commercial or hobby purposes.
c. Floating License. Subject to the control of an on-line License Server, you may install the Software on an unlimited number of computers or servers for use concurrently by a number of individuals up to the number of user licenses (“Seats”) you have purchased. The Floating License entitles the user to use the Software for commercial or hobby purposes.
d. Educational License. Subject to receipt of written consent from TechToast, you may install the Software on a number of computers or servers up to the maximum amount agreed with TechToast. The Educational License entitles the user to use the Software for evaluation, hobby or academic purposes only.
It is your responsibility to ensure compliance with the terms of this Agreement. For example, for floating licenses, you must take steps to ensure that the number of concurrent users does not exceed the number of user licenses that you have purchased. Except as may otherwise expressly be provided herein and as otherwise expressly permitted by law, you shall not, directly or indirectly:
(a) Use the Software in a manner that infringes any third party’s copyrights or any other rights;
(b) Make any translation, adaptation, arrangement, modification, derivative work or other alteration of the Software;
(c) Distribute, sell, give away, hire or lease the Software, or another product wholly or partially derived from the Software, or offer to do any of the foregoing;
(d) Assign, sell, lease, rent, time-share, or otherwise make all or any part of the Software available for installation or use by any third party, as a service bureau, application service provider or otherwise, without the prior written consent of TechToast;
(e) Decipher, decompile, disassemble or reverse engineer the Software, in whole or in part. To the extent you are expressly permitted by law to reverse engineer the Software, you agree to use such findings only as expressly permitted by law, and to otherwise hold such findings in strict confidence. For information regarding interoperability, contact TechToast.
1.4 Transfer and Assignment.
This Agreement is personal and may not be assigned or assumed (including by operation of law) without TechToast's prior written consent, and any attempt to do so without such consent is void. You may, however, transfer the Software to a successor in interest to all or substantially all of your assets or stock on a permanent basis, provided you retain no copies and the recipient agrees to the terms of this Agreement.
1.5 Term and Termination of License.
(a) The term of this Agreement, and the license granted hereunder, shall commence (i) upon receipt by TechToast of a purchase order (for non-Trial licenses) or (ii) upon installation of the Software (for Trial licenses) and shall continue for the term stated or, if no specific term is stated, shall continue indefinitely unless terminated in accordance with this Agreement.
(b) This Agreement and the license granted hereunder shall terminate immediately and automatically if you have not paid any license fees or other charges due to TechToast within 30 days after such amount is due.
(c) Without prejudice to any other rights, TechToast may immediately terminate this Agreement and the license granted hereunder upon written notice to you if you fail to comply with the terms and conditions of this Agreement.
(d) Upon termination of the license for any reason, you must immediately destroy and stop using all copies of the Software (including purging all storage media on which such Software is installed or otherwise stored) and all of its component parts.
(e) Upon termination of this Agreement, the provisions of Section 1.3, 2, 3 and 5 shall survive.
All copyrights, trademarks and all other intellectual property rights in and to the Software are and shall remain the sole and exclusive property of TechToast. Nothing in this Agreement shall confer any rights in any trade name, business name or trademark of TechToast to you. All modifications and improvements made to the Software and derivative works of the Software created by TechToast based in whole or in part upon the suggestions or feedback provided by you shall remain the sole and exclusive property of TechToast. You agree not to remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. You agree to keep confidential and use your best efforts to prevent and protect the contents and output of the Software from unauthorized disclosure.
The Software is supplied "as is". The user must assume the entire risk of using the software. The author of this software disclaims all warranties, expressed or implied. The author assumes no liability for damages which may result from the use of the Software.
4. Customer Identification.
You grant TechToast the right to use publicly your name and email address to appropriately identify you as a TechToast customer and licensee of the Software.
This Agreement shall inure to the benefit of TechToast and its successors or assigns. Waiver of breach of any provision of this Agreement shall not be deemed a waiver of that provision or any other provision. If any provision of this Agreement is held to be unenforceable, it will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force. This Agreement may be modified or amended only in writing signed by both you and TechToast. The parties disclaim the application of the United Nations Convention on the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) or any state’s implementation of UCITA.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT, TOGETHER WITH ONE OR MORE LICENSE ORDER CONFIRMATIONS FOR THE SOFTWARE, IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND TECHTOAST WHICH SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND TECHTOAST RELATING TO THE SUBJECT MATTER HEREOF.