This Software License Agreement (this “Agreement”) is between you (either an individual or an entity, referred to hereinafter as “you” or “your”) and Seth Turin Media, Inc. and its affiliates: UBot, UBot Studio (hereafter “Company”) for the UBot Studio software that accompanies this Agreement, as may be updated or replaced by feature enhancements, software updates or maintenance releases (hereafter the “Software”) and any services that may be provided by under this Agreement (“Services”). Do not use the Software until you have carefully read the following Agreement.
By installing, copying, accessing, downloading or using the Software (or authorizing any other person to do so) you are indicating that you are 18 years of age or older (any parent or guardian of a person under the age of 18 may accept this Agreement on behalf of a user), are capable of entering into a binding legal agreement, have read and understand this Agreement and you accept its terms and conditions. If you do not agree with the terms and conditions of this Agreement, do not install, copy, access, download or use the Software.
- Grant of License
Subject to the terms and conditions of this Agreement, the Company grants to you a limited, non-exclusive, worldwide license to install, download and use a single instance of the Software on a single computer system (“License”) through a dual installation (on one desktop and one laptop). Each License may run one instance of the Software on one computer at any given time. Any modification of the Software intended to circumvent the foregoing is prohibited and will result in revocation of the License.
You are not permitted to transfer, assign, sell, resell or otherwise convey your License to use the Company’s Software to any third party. Violation of this provision may lead to revocation of your License.
For purposes of this Agreement, “Software” includes (and the terms and conditions of this Agreement will apply to) any updates, updated or replacement features enhancements, bug fixes or modified versions (collectively, “Update”). “Update” means a release of the Software that adds minor functionality enhancements to the current version. This class of release is identified by the change of the version number to the right of the decimal point, i.e. 4.1 to 4.2. Notwithstanding any other provision of this Agreement, you have no License or right to use any Update unless, at the time of acquiring such Update, you already hold a valid License to the original Software and have paid any applicable fee for the Update.
You may not give copies to another person, or duplicate the Software by any other means, including electronic transmission. You may make one copy of the Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You may not rent, sublicense, assign, lease, loan, resell for profit, distribute, publish or network the Software or related materials or create derivative works based upon the Software or any part thereof.
You may not use the Software to engage in or allow others to engage in any illegal or unlawful activity. You may not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
- Ownership and Copyright Rights
The Software is licensed to you by the Company for use only under the terms of the License. The Company expressly reserves all rights not granted to you. The Software in its entirety is protected by U.S. and international copyright laws and treaty provisions. The Company owns and retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks, service marks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement.
All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software, including all Software copyright notices embedded in any compiled bots or source code, which must remain unaltered from the original and visible at all times. UBot Studio and UBot Underground are trademarks of the Company and may not be used without prior written permission.
The License is effective until terminated. You may terminate the License at any time by uninstalling the Software and destroying all copies of the Software in any media. The Company may terminate this Agreement immediately and without notice if you fail to comply with any term or condition of the License or this Agreement. Upon such termination, you must immediately cease using the Software, and destroy all complete and partial copies of the Software.
The Company expressly reserves the right to change or add to the terms of this Agreement at any time (including but not limited to Internet-based Solutions, pricing, technical support options, and other product-related policies), and to change, discontinue or impose conditions on any feature or aspect of the Software, or any Internet-based Solutions provided to you or made available to you through use of the Software. Such changes will be effective upon notification by any reasonable means providing you actual or constructive notice including by posting the terms on the BotSoftware.org website, UBotStudio.com, UBotBlog.com or another Company designated website. Your continued use of the Software will establish and confirm your agreement to any such change.
- Registration Data
You must register to use the Software and Solutions and (a) provide true, accurate, current and complete information as prompted by the sign-up process (the “Registration Data”), and (b) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such Registration Data is inaccurate, not current or incomplete, we may suspend or terminate your account unless and until such data is corrected or completed, or we may refuse, in the Company’s sole discretion, any and all current or future access to and use of the Software or Services (or any portion thereof).
- Account Access Information and Data
You are solely responsible for (a) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Software and Services (collectively, “Access Information”), and (b) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Software and Services (collectively, “Account Data”). Any communications received through use of the Access Information will be deemed by the Company to have been sent or authorized by you.
- Fees and Payments
The Company reserves the right to charge fees for future Services in its sole discretion. The Company will disclose its intent to charge for the Services in advance.
The Company may, in its sole discretion, provide you with a mechanism to provide feedback, suggestions and ideas about the Software. You agree that the Company is entitled to use any such feedback provided in any way, including in future modifications of the Software. You expressly agree to grant the Company a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide as feedback.
- DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED “AS-IS,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS SECURE, FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS; NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF THE COMPANY OR ITS REPRESENTATIVES OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE COMPANY’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE PURCHASE PRICE AMOUNT PAID BY YOU FOR THE SOFTWARE. THE LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY AND THE COMPANY WILL NOT AGREE TO PROVIDE THE SOFTWARE TO YOU WITHOUT SUCH LIMITATIONS.
You agree to defend, indemnify and hold the Company and our officers, directors, employees, agents or affiliates, harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys’ fees) arising from your use of the Software or your automation bot software compiled bots or UBot Scripts users’ use of the Software, or any third party’s rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of this Agreement.
- U.S. Government End Users
The Software and any related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States.
- Export Control
The manufacture and sale of the Software is subject to the export control laws of the United States. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was purchased. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or jurisdiction, or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law or the law of the jurisdiction in which the Software was purchased, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
- Controlling Law; Venue and Fees; Limitations Period; Entire Agreement
The License and this Agreement are governed by and construed in accordance with the laws of the State of Colorado, United States of America. In the event of any dispute, you hereby expressly consent to the exclusive jurisdiction and venue in the state and federal courts of Denver, Colorado, United States. In recognition of the substantial nature of such potential damages and the difficulty of measuring economic losses to the Company as a result of a breach of the Agreement or License, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, you agree that in the event of a breach of this Agreement or License, the Company shall be entitled to seek specific performance of this provision and injunctive and other equitable relief, as well as any monetary damages. In the event that the Company is required to initiate claims against you, the Company shall be entitled to recover its reasonable attorneys’ fees and costs.
The License and 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. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of the License will continue in full force and effect. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under the License or this Agreement or by law with respect to the Software or Services must be commenced within one (1) year after the cause of action accrues.
- Standalone Bot Compilation
You may use UBot Studio to compile software bots for commercial purposes or for purpose of resale or redistribution, whether or not you charge a fee. The Company reserves the right to include its branding and/or License Agreement in the compiled bots and no attempt must be made to circumvent the Company from including the same in any compiled bots.
The compiling of the bots is done using technology hosted on the Company’s servers. The Company shall attempt to protect customer data, but cannot provide any guaranties of security. In any event of a security breach, you expressly agree that the Company shall not be liable for any damages, monetary or otherwise. You expressly agree to use the service at your own risk and agree to not hold the Company responsible in any way in the event of the unavailability of the Company’s servers.
The Company retains rights to the software technology used in standalone bots and source code. The Company further reserves the right to inspect, decompile, or run any source code of the bots compiled using its server-side compiler to ensure compliance with license, security of our server or for any other reasons.
You expressly acknowledge that, in providing you with the Software and/or Services, the Company has relied upon your agreement to be bound by the terms of this Agreement. You further acknowledge that you have read, understood, and agreed to be bound by the terms of the License and this Agreement, and hereby reaffirm your acceptance of those terms. You further acknowledge that this Agreement constitutes the complete statement of the agreement between you and the Company, and that this Agreement does not include any other prior or contemporaneous promises, representations, or descriptions regarding the Software. The unauthorized agents, employees or distributors of the Company or its affiliates are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on the Company. This Agreement may only be modified by a prior written agreement.