DECIMA DIGITAL OU EULA

IMPORTANT-READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and Decima Digital OU (Decima Digital) for the use of Decima Digital software, which includes cloud software, apps and may include other associated media. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.

1)GRANT OF LICENSE. Subject to your payment of license fees as specified in your sales invoice Decima Digital grants you the right to install and use the Software on one domain OR one server, depending on the license you have purchased provided that you comply with all terms and conditions of this EULA. This license is non-transferable, non-assignable and non-sublicensable. You will be required to purchase a separate license for additional domains or servers including but not limited to development or testing servers or domains.

 

2) FEES AND PAYMENT TERMS. All license fees and payments due to Decima Digital will be paid as specified in each applicable sales invoice. Fees and payments exclude all current and future taxes, including without limitation, sales, use, value-added, withholding or other taxes or levies. You are responsible for all taxes concerning the Software and/or services, excluding taxes based on Decima Digital or its authorized reseller’s income.  Decima Digital will deliver or otherwise make available the software within 2 (two) business days from receipt of payment. All fees and payments are non-refundable unless explicitly specified by Decima Digital in writing.

 

3) RESERVATION OF RIGHTS AND OWNERSHIP. Decima Digital reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Decima Digital owns the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold.

4) LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Software

 

5) NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the Software.

 

6) CONSENT TO USE OF DATA. You agree that Decima Digital 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. Decima Digital 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.

 

7) LINKS TO THIRD PARTY ENTITIES OR PRODUCTS. You may link to third party entities or products through the use of the Software. The third party entities or products are not under the control of Decima Digital, and Decima Digital is not responsible for the contents or functionality of any third party entities or products. Decima Digital does not promise functionality or compatibility with any 3rd  party products, which are not mentioned explicitly in a product description

 

8) THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE. Decima Digital will use those measures to confirm you have a legally licensed copy of the Software. If you are not using a licensed copy of the Software, you are not allowed to use , install the Software or future Software updates and Software will be automatically disabled. You will not be able to use the Software unless you activate your copy of the Software in the manner described during the launch sequence. You may also need to reactivate the Software if you modify your computer hardware or alter the Software. Decima Digital will not collect any personally identifiable information from your device during this process.

 

9) SUPPORT, UPDATES AND UPGRADES. Your license includes 2 months of free Decima Digital support, updates and upgrades. This 2 months period will expire on the first anniversary date of your initial sales invoice. If you would require updates, upgrades and support services beyond the initial 2 months term you will be required to subscribe to support, updates and upgrades plan for your software. Support will include guidance regarding installation, configuration or use of software as well as fixes of software errors and bugs. Decima Digital’s support explicitly excludes support for:

– versions of the software other than the current and immediately previous minor releases

– altered, unlicensed or modified software

– installation or configuration of computer hardware, networking, or third party services

Depending on the nature of the problem Decima Digital may refer you to Decima Digital professional services and Decima Digital at its own discretion may agree to provide additional assistance for a fee subject to a separate written agreement.

 

10)TERMINATION. Without prejudice to any other rights, Decima Digital may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts. If you continue to use the Software after Decima Digital gives you notice of termination of your license, you hereby agree to accept an injunction to enjoin you from its further use and to pay all costs (including but not limited to reasonable attorney fees) to enforce our revocation of your license and any damages suffered by us because of your misuse of the Software. Termination of this Agreement does not bind us to return you the amount spent for purchase of the Software.

 

11)NO WARRANTY: You expressly acknowledge and agree that use of the licensed application is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you. To the maximum extent permitted by applicable law, the license application and any services performed or provided by the licensed application (“services”) are provided “as is” and “as available,” with all faults and without warranty of any kind, and application provider hereby disclaims all warranties and conditions with respect to the licensed application and any services, either express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and non-infringement of third party rights. Decima Digital does not warrant against interference with your enjoyment of the licensed application, that the functions contained in, or services performed or provided by, the licensed application will meet your requirements, that the operation of the licensed application or services will be uninterrupted or error-free, or that effects in the licensed application or services will be corrected. No oral or written information or advice given by application provider or its authorized representative shall create a warranty. Should the licensed application or services prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, so the above exclusion and limitations may not apply to you.

 

12) NO WARRANTY AND DISCLAIMER THE SOFTWARE, INCLUDING WITHOUT LIMITATION THE LICENSED PROPERTY, IS PROVIDED TO CUSTOMER ON AN “AS IS” “WHERE IS” BASIS WITHOUT WARRANTY AND CUSTOMER’S USE THEREOF IS AT ITS OWN RISK. DECIMA DIGITAL DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, AND CUSTOMER RELEASES AND WAIVES, ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND PURPOSE, NON-INFRINGEMENT, TITLE, OR ANY WARRANTY ARISING UNDER STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DECIMA DIGITAL DOES NOT WARRANT THAT THE LICENSED PROPERTY IS ACCURATE OR WILL MEET CUSTOMER’S REQUIREMENTS, WILL OPERATE IN ANY COMBINATION THAT MAY BE SELECTED FOR USE BY CUSTOMER OR IN COMBINATION WITH OTHER SOFTWARE, OR WILL OPERATE UNINTERRUPTED OR ERROR FREE. FURTHERMORE, DECIMA DIGITAL DOES NOT WARRANT THAT ANY SOFTWARE ERRORS, DEFECTS OR INEFFICIENCIES WILL BE CORRECTED, NOR DOES DECIMA DIGITAL ASSUME ANY LIABILITY FOR FAILURE TO CORRECT ANY SUCH ERROR, DEFECT OR INEFFICIENCY. DECIMA DIGITAL MAKES NO WARRANTY, AND CUSTOMER ASSUMES THE ENTIRE RISK, AS TO THE INTEGRITY OF ANY DATA AND THE RESULTS, CAPABILITIES, SUITABILITY, USE, NON-USE OR PERFORMANCE OF THE LICENSED PROPERTY. IN NO EVENT SHALL DECIMA DIGITAL BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING FROM OR RELATED TO THE USE OR PERFORMANCE OF THE LICENSED PROPERTY.

 

13) LIMITATION OF LIABILITY. To the extent not prohibited by law, in no event shall Decima Digital be liable for personal injury, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to your use or inability to use the licensed application, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if application provider has been advised of the possibility of such damages. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you.

 

14) Governing Law.All disputes arising out of or relating to this Agreement or its subject matter will be governed by the substantive laws: (a) of the State of New York, if you purchased the license to the Software in the United States, Mexico, Central America, Canada, South America or the Caribbean, (b) of England and Wales, if you purchased the license to the Software in Europe, Middle East, Africa, Asia (other than Japan) or the region commonly referred to as Oceania and (c) of Japan, if you purchased the license to the Software in Japan, without giving effect to its rules relating to conflict of laws. If you purchased the license to the Software in any other country, then the substantive laws of the Republic of Ireland shall apply, unless another local law is required to be applied. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The Uniform Computer Information Transactions Act as enacted shall not apply. The United States District Court for the Southern District of New York, when New York law applies, the courts in England, when the law of England and Wales applies, the courts in the Republic of Ireland, when the law of Ireland applies, and the courts in Japan, when the law of Japan applies, shall each have exclusive jurisdiction over all disputes arising out of or relating to this Agreement or its subject matter.

 

15) ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and Decima Digital relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Decima Digital policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect