UBIWORX™ PLATFORM AS A SERVICE END USER LICENCE AGREEMENT
Rev 2.2 APR-2018
THIS IS A PLATFORM AS A SERVICE AGREEMENT (“AGREEMENT”) BETWEEN YOU AND EMUTEX LIMTED (“EMUTEX”) AND GOVERNS YOUR USE OF UBIWORX SOFTWARE AND SERVICES. YOU ACCEPT THIS AGREEMENT BY CLICKING AN ACCEPT BOX OR BUTTON, BY SIGNING (ELECTRONICALLY OR MANUALLY) THIS AGREEMENT OR AN ORDER FOR THE SERVICES THAT REFERENCES OR INCORPORATES THIS AGREEMENT, OR BY USING THE SERVICES. BY DOWNLOADING, INSTALLING, ACCESSING AND/OR OTHERWISE USING THE SOFTWARE AND/OR THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS. IF YOU ACCEPT THIS AGREEMENT FOR AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. THIS AGREEMENT APPLIES UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT IN PLACE EXPRESSLY COVERING THE SERVICES.
"Approved Source" : means Emutex or an Emutex approved systems integrator.
"Cloud" means a network of remote servers hosted on the Internet and used to store, manage, and process data.
"Content" means all visual, written or audible communications, files, data documents, videos, recordings, or any other material displayed, posted, uploaded, stored, exchanged or transmitted on or through Your use of the Service.
"Documentation" means the technical documentation describing the Software and the Service, which may be in electronic or hard copy form.
"Edge" is the local entry point to the Cloud. The Edge consists of billions of embedded systems used in every day applications including sensors and actuators and the communication devices that connect them to the Cloud.
"Feedback" means all spoken or written communications You provide Us regarding the Services.
"Order" means an ordering document that identifies the duration, type and number of ubiworx framework licences You order under this Agreement and the associated fees. The Order will attach or include a link to the applicable Service Description and/or Documentation.
"Personal Information" means any information that can be used to identify an individual as described in Emutex's Privacy Statement.
"Privacy Statement" means Emutex's current statement regarding its treatment, use and protection of Your Submission Data, located at: www.emutex.com/privacy-policy.
“Service” means the access to the ubiworx Cloud service that you purchase with an Order.
"Software" means ubiworx Edge and ubiworx Nano software for embedded systems that are required to act as Internet of Things Gateways and Devices, that we provide You for Your use with the Service.
"Submission Data" means certain technical data and related usage information that may be collected by certain Services or submitted by You, as set forth in the applicable Service Description. For clarity Submission data excludes Content but may include references to Content (e.g., an error submission report may reference that the User was attempting to upload a video file).
"Term" means the length of time You can use the Services as specified in this Agreement or an Order.
"User" means You and Your employees, contractors, agents and/or third parties (invited by You) who use the Services.
“ubiworx” means a software and service framework for Internet of Things (IoT) Gateways and Devices. Available in two flavours, (i) ubiworx Pro and (ii) ubiworx CE, it enables embedded systems to bridge sensors and actuators at the Edge to data analytics services in the Cloud. It is the Intelligence in the Edge that bridges sensors and actuators with Internet of Things Cloud Services.
“ubiworx Edge” means a client-side software package for CPU based embedded systems and enables them to function as IoT gateways that bridge sensors and actuators with the internet hosted ubiworx Cloud service. This package comprises of ubiworx Edge Core and ubiworx Edge Scripts
“ubiworx Edge Core” means a set of software engines that drive ubiworx Edge. This software is wholly derived and owned by Emutex licensor Ubiworx Systems DAC and it is made available to You as pre-compiled libraries (binaries) for installation into IoT gateways.
“ubiworx Edge Scripts” means a set of source code scripts that configure the behaviour of ubiworx Edge. This source code is wholly derived and owned by Emutex licensor Ubiworx Systems DAC and is made available to You for modification, integration and installation into IoT gateways under the conditions specified in ADDENDUM 1: SCRIPT COPYRIGHT.
“ubiworx Edge Gateway” or “ubiworx Gateway” or “ubiworx IoT Gateway” means an embedded system that runs ubiworx Edge software to bridge sensors and actuators with the internet hosted “ubiworx Cloud” service.
“ubiworx Nano” means a client-side software package for MCU based embedded systems. It enables them to function as edge nodes that bridge sensors and actuators with the internet hosted “ubiworx Cloud” service or with a ubiworx IoT Gateway. This package comprises only of source code. This source code is wholly derived and owned by Emutex licensor Ubiworx Systems DAC and is made available to You for modification, integration and installation into edge sensor and actuator nodes under the conditions specified in the package’s documentation.
“ubiworx Nano Node” or “ubiworx Node” or “ubiworx IoT Node” means an embedded system that runs ubiworx Nano software to bridge sensors and actuators with ubiworx IoT Gateways at the edge or in the cloud
“ubiworx Cloud” or “ubiworx IoT Cloud” means a server-side internet hosted software service that serves as a middleware service between ubiworx edge devices (gateways and nodes) and server-side data analytics services, on-premise or in the cloud. Owned by Emutex licensor Ubiworx Systems DAC and hosted by Emutex, it provides a range of services including edge device management, data storage, data forwarding and data reporting. This service is made available to You through a web portal and a RESTful API. All ubiworx edge devices must connect to the “ubiworx Cloud”.
“ubiworx Community Edition” or “ubiworx CE” means a restricted version of ubiworx for evaluation, non-commercial or personal use with the following limitations:
The maximum number of connected sensors and actuators are restricted to 5 and 2 respectively.
The maximum number of edge devices that can access ubiworx Cloud is restricted to 2.
The maximum number of transactions to/from ubiworx Cloud per month is 250K.
“ubiworx Professional” or “ubiworx pro” means an unrestricted version of ubiworx for commercial and professional use.
"We" , "Our" or "Us" means Emutex Ltd.
"You" or "Your" means the individual, company or other legal entity entering into this Agreement, which may include its Affiliates, as set forth in the applicable Order.
2 Scope of Agreement
This Agreement governs Your use of the Service and the Software. We agree to provide You both for the Term specified in an Order.
3 Use of Service and Software
We grant You a limited right to use the Service and Software for Your internal business or personal use during the Term. You may use them only as permitted in this Agreement, the Order and in any documentation which Emutex may provide from time to time related to it. You will not resell, distribute, share, outsource, or otherwise directly commercialize the sale or lease of the use of the Service and the Software.
Orders are incorporated into this Agreement by this reference. An Order is effective when You sign or accept (whichever happens first) and We provision the Service and the Software. Order acceptance may be subject to Our credit approval process. You may need to provide additional information in order to register for and/or use the Service. You warrant that the information You provide during the registration process are accurate.
5 Software and Service License and Restrictions
You shall need to download and install the Software to use the Service. The Software is licensed to You as a single product and its components may not be separated for any purpose. Subject to all provisions of these Terms, including - without limitation - Your timely payment of all applicable Fees, Emutex grants You a limited, revocable, non-exclusive, non-sub-licensable, non-transferable license to install and use the Software, solely for Your benefit, in the manner and for the purposes specified in these Terms and only for the duration that You are entitled to use the Service.
You agree that, unless this Agreement or applicable law allows it, You will not (and will not allow third parties invited by You to:
transfer, sublicense, or assign Your right under this license to any other person or entity, unless expressly authorized by Emutex in writing;
modify, translate, adapt, arrange, or create derivative works based on the Software, Service or associated documentation for any purpose without the prior written consent of Emutex;
reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software and/or the Service or any portion thereof;
remove, alter, or obscure any proprietary notices, labels, or marks from the Software, the Service or any associated documentation;
use the Software to access services other than the Service You are entitled to use;
to access the Software or the Service in any way other than by the methods and/or interfaces designated by Emutex;
use any equipment, device, software, or other means to circumvent digital rights protection used in connection with the Software and the Service;
use of the Software before or beyond the Term, as applicable; or
attempt to defeat any time-control disabling function in the Software knowing that this constitutes an unauthorized use and a material breach of these Terms and applicable law;
republish, copy, frame or distribute any part of the Software or the Services to third parties; or
supply proprietary information about the Services, including but not limited to screen shots, product documentation, demonstrations, service descriptions, announcements, or feature roadmaps to unauthorized third parties;
use the Software to develop a product which is competitive with any Emutex offerings; or
permit the Software to be used by more than one Subscriber or on more than the authorized number of devices, as the case may be.
You may engage a contractor to assist You with Your implementation or use of ubiworx so long as: (i) the contractor uses the Software and the Service according to this Agreement; (ii) the contractor acts solely for Your benefit when it uses or implements ubiworx, and (iii) You have a written agreement in place that protects Emulex's intellectual property and proprietary rights. You will be responsible for the acts or omissions of the contractor as it relates to their use or implementation of the Software and/or the Service.
6 Support, MaintEnance, Ancillary and Professional Services
As a subscriber of ubiworx CE, you hereby agree that the Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Emutex to provide You with support or fixes to any bug, failure, misperformance or other defect in the Software.
As a subscriber of ubiworx Pro, You are entitled to receive support from Us only if it is specified in the Order. If We provide support, We will provide it as described in the ubiworx Support and Maintenance EULA. If Ancillary services (e.g., training or configuration of ubiworx) are included as a part of the Service, it will be specified in the Order. If You wish to order professional services (e.g., consulting, software customization, etc.), those services will be subject to a separate written agreement.
7 Fees and Payments
This section applies only if you are a subscribed user of ubiworx Pro.
a) Payment Terms
The fees for the Services are described in the Order. The fees may also include overage amounts or per use charges, which will be described in the Order, and You agree to pay these amounts or charges if You incur them. You will pay invoices for the Services within 30 days of the invoice date unless the Order specifically states otherwise.
b) Late Payment
If You are late in paying an invoice, any sum not paid by You when due shall bear interest from the due date until paid at the lesser of: (i) 10 percent per annum or (ii) the maximum rate permitted by law. In addition, if You are more than 30 days late in paying an invoice, We may suspend the Service with an additional 5 days advance written notice to You.
c) Fee disputes
Except where provided by law or as otherwise expressly provided herein or agreed to by Emutex in a separate signed agreement, all Fees are non-refundable. You may withhold amounts that You reasonably and in good faith dispute as to the amounts owed. You will pay any undisputed fees. If You withhold any payment due to a dispute, You must notify Us in writing of any disputed fees within 5 days of the invoice date and provide Us with written details about why You dispute the invoice. After We receive notice of the dispute, We will work with You in good faith to resolve the dispute. If we are unable to resolve the dispute within 30 days, Emutex may terminate your access to the Service after giving You an additional 2 days advance written notice.
Unless otherwise agreed in writing, all Fees are exclusive of applicable sales/use taxes and similar taxes, VAT, tariffs, duties, charges and assessments ("Taxes"). You are solely responsible for timely payment of all Taxes, and will indemnify, defend and hold Emutex harmless from and against claim, suit, proceeding or other action resulting from Your non-payment thereof, together with all related penalties and interest.
8 Term and Termination
a) Term and Termination of Orders
The "Initial Term" of an Order starts upon installation of the Software by You and lasts for the time period stated in the Order. After the Initial Term, unless prohibited by applicable law or the Order states otherwise, there will be an automatic "Renewal Term" of the same length of time unless You notify Us in writing that You do not want to renew the Services at least 30 days before the end of the Initial or then current Renewal Term. If the fees will change for the Renewal Term, Emutex will notify You reasonably in advance of the Renewal, and in time for You to accept or reject renewing the Services. If You agree with the fee changes, You may do nothing and the new fees will apply for the upcoming Renewal Term. Either party may terminate an Order by providing the other party written notice of termination at least 30 days before the end of such Initial or Renewal Term. The termination will be effective on the last day of the Initial or Renewal Term in effect and You will pay for the Services until the end of current Initial or Renewal Term, regardless of when You provided notice.
b) Term and Termination of Agreement
This Agreement starts on the date You submit Your first Order. Either party may terminate this Agreement upon 30 days prior written notice to the other party, with or without cause, effective when all of Your Orders expire or are terminated. Each party may terminate this Agreement and any impacted Orders by giving written notice to the other party if the other party materially breaches this Agreement and does not cure that breach within 30 days after receiving written notice of the breach.
c) Events Upon Termination
If this Agreement is terminated for any reason, including the event that You fail to materially comply with these Terms, (i) neither You nor any other person or entity will have any further right to make any use of the Software or Service pursuant hereto, and (ii) You will immediately cease using or otherwise accessing the Service, and uninstall and delete all Software and associated documentation. In the event that Emutex terminates these Terms and Your license to use the Software for any reason other than Your failure to materially comply with these Terms, Your sole and exclusive remedy will be limited to a refund of the pro rata portion of any prepaid Fees for use of the Software and/or Service during the then-current Term; provided however that the availability or non-availability of any such refund, and the method for calculating the amount thereof (if any) shall be at Emutex' sole option and discretion.
The following provisions will survive the expiration or termination of this Agreement: Software and Service License and Restrictions and any payment provisions set forth in the Order (as to amounts due and owing as of this Agreement's expiration or termination date), Fees and Payments, Term and Termination, Privacy and Data Protection, Warranty and Warranty Disclaimer, Limitation of Liability, Ownership, Trademarks and Proprietary Rights and General.
Upon any termination of this Agreement, You must cease any further use of the Service and destroy any copies of the Software within Your control.
You agree to promptly notify Us of any unauthorized use of Your account of which You become aware. You agree to use at least reasonable means to protect Your account name, password and other login information from unauthorized disclosure or use by third parties.
10 Privacy and Data Protection
We will not monitor Your use of the Software and/or the Service, except: (i) as needed to provide, support or improve the provision of the Software and the Service, (ii) investigate potential or suspected fraud, (iii) where instructed or permitted by You, (iv) investigate potential bugs or (v) as otherwise required by law or to exercise or protect Our legal rights.
b) Data Protection and Data Privacy
You agree that We may contact You via e-mail or otherwise with information relevant to Your use of the Service and Your payment obligations.
11 Warranty and Warranty Disclaimer
- EMUTEX WARRANTS THAT THE SOFTWARE AND THE SERVICE WILL MATERIALLY COMPLY WITH THEIR PUBLISHED SPECIFICATIONS. IF WE BREACH THIS WARRANTY, WE WILL (AT OUR OPTION) REPAIR UBIWORX WITHIN A REASONABLE TIME PERIOD OR REFUND THE FEES FOR THE PERIOD IN WHICH THE SOFTWARE OR/AND THE SERVICE DID NOT MATERIALLY CONFORM TO THEIR SPECIFICATIONS. THIS IS YOUR ONLY REMEDY FOR BREACH OF THE WARRANTY ABOVE AND CANNOT BE USED WITH OTHER RELIEF MECHANISMS (E.G., YOU CANNOT CLAIM A BREACH OF WARRANTY AND COLLECT ELIGIBLE SLA CREDITS FOR THE SAME EVENT). IN ORDER TO RECEIVE THIS REMEDY YOU MUST PROMPTLY NOTIFY US OF A BREACH OF THIS WARRANTY.
- EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE EXTENT ALLOWED BY APPLICABLE LAW, WE (INCLUDING APPROVED SOURCES) AND OUR SUPPLIERS AND AFFILIATES, (i) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY, CONDITION OR OTHER IMPLIED TERM AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE,TITLE, ACCURACY OR NON-INFRINGEMENT AND (ii) MAKE NO WARRANTY OR REPRESENTATION REGARDING SYSTEM INTEGRATION OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EMUTEX MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ANY WARRANTIES, RESPECTING THIRD PARTY APPLICATIONS OR OTHER SYSTEM ELEMENTS WITH WHICH UBIWORX INTERACTS, OR THAT THE SERVICES WILL MEET ANY OF YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE.
IN ADDITION, THE SERVICES ARE NOT DESIGNED NOR LICENSED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS (E.G., ENERGY FACILITIES, AIRCRAFT NAVIGATION/COMMUNICATION SYSTEMS, LIFE SUPPORT OR WEAPONS SYSTEMS).
12 Limitation of Liability
UNDER NO CIRCUMSTANCES WILL EMUTEX, ITS OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, LICENSORS, SUPPLIERS, DISTRIBUTORS OR ANY OTHER THIRD-PARTY PARTNERS (COLLECTIVELY "COVERED PARTIES") BE LIABLE TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH YOU, FOR THE FOLLOWING:
a) any indirect, incidental, punitive, reliance, exemplary, special or consequential damages;
b) loss or corruption of data;
c) loss of revenues, profits, goodwill or anticipated sales or savings;
d) procurement of substitute goods and/or services; or
e) interruption of business or wasted administrative time.
These exclusions apply regardless of the theory of liability, or whether related to Your use or inability to use the Service, or otherwise. These exclusions apply even if Emutex has been advised of the possibility of such damages. However, the above exclusions will not apply to Your liability for a material breach by You of Emutex's intellectual or proprietary rights.
To the extent allowed by law, the maximum liability of Emutex (which includes, collectively, its Affiliates, officers, directors, employees, agents, suppliers and licensors) and any Approved Source to You shall not exceed the fees paid by You to Emutex or any Approved Source during the 12 months before the last event that gave rise to Your claim. This limitation of liability applies whether the claims are contract, tort (including negligence), or otherwise. This limitation of liability for the Software and the Service is in the aggregate and not per incident. Except for Your breach of Emutex's intellectual or proprietary rights, neither party may bring a claim under this Agreement more than 18 months after the event that creates the action or claim.
You will at all times during and after the Term of this Agreement indemnify, defend and hold Emutex and the Covered Parties harmless from any and all claims, suits, proceedings, damages and/or expenses (including without limitation reasonable attorney and other professional fees) brought against or incurred by Emutex (i) based upon breach of any of Your representations, warranties, obligations or covenants as set forth in this Agreement, (ii) based on Your use (or use by others You have authorized) of the Software or the Service in combination with other technologies, (iii) based in whole or in part on the manner in which You (or others You have authorized) use or are using the Software or Service, (iv) based on modifications to the Software or Service You make (or have authorized others to make); (v) based on Your use (or that of others You have authorized) of the Software or Service in violation of applicable law; (vi) based on Your use (or use by others You authorize) of the Software or Service in a manner for which they were not intended.
14 Ownership, Trademarks and Proprietary Rights
Emutex and its licensors own all intellectual property rights to the Service, Software and Documentation. This ownership extends to all copies and portions of these items, and all improvements, enhancements, modifications and derivative works to these items. Therefore, Your right to use the Services is a limited right to use, not a transfer of ownership or title, to the Service, Software, and Documentation. Your rights to use the Software, Service and Documentation are limited to those rights expressly granted by this Agreement. You get no other rights to the Software, Service and Documentation, or any related intellectual property rights in ubiworx. Emutex reserves all rights not expressly licensed or otherwise granted under these Terms.
b) Third-Party Software Acknowledgement
The Software contains third party software for which Emutex is required to provide acknowledgement ("Third Party Programs"). Some of the Third Party Programs are available under open source or free software licenses. This Agreement does not alter any rights or obligations You may have under those open source or free software licenses. The copyrights file included in the Software package contains copyright notices for the Third Party Programs and the licenses for the Third Party Programs, where applicable. The Software that includes this file does not necessarily use all the open source software components referred within and may also only use portions of a given component.
ubiworx™ and the ubiworx logo are trademarks owned by Emutex licensor Ubiworx Systems DAC. Emutex and/or its licensors are the sole and exclusive owner(s) of the Software and the Service, and of all intellectual property rights therein, including without limitation copyrights, trademarks, trade secrets, trademarks and other proprietary rights, title to all of which is hereby expressly reserved.
d) Feedback License
You grant to Us a worldwide, non-exclusive, perpetual, irrevocable license to use or transfer any Feedback You give Us for any purpose. We can also create and distribute any product or service that incorporates Your feedback without paying You any royalties.
e) Infringement Concerns
If You believe that Your copyright or other rights have been infringed please contact Our Designated Agent for notice of claims of copyright infringement:
International Science Centre,
National Technology Park, Limerick, Ireland.
Attention of: Mr. Mark Burkley
a) Order of precedence and integration
If any provision of this Agreement and any Order conflict, the terms of the Order shall control. This Agreement (including any documents that are incorporated into the Agreement) is the entire agreement between the parties with respect to the Services and transcends any conflicting or additional terms. Neither party shall be bound by any additional or different terms from those in this Agreement that might appear in any acknowledgements, quotations, proposals, or in any other communications between us, unless those terms are expressly agreed to by a written signed amendment to this Agreement. Any warranties or representations You relied on to enter into this Agreement are in this Agreement.
b) Updates to this Agreement
We may update the terms of this Agreement from time to time replacing, modifying, adding to or retracting/deleting all or any portion of them. If We do, We will post the updated terms on www.emutex.com/legal or we will otherwise notify You. If You renew the Term, or purchase additional ubiworx services, after the updated Agreement has been posted, You agree to the updated terms unless Your existing Agreement with Us expressly prohibits updating the Agreement by this mechanism. Any updates to these Terms will become effective, and will constitute an amendment to this Agreement, twenty (20) business days after such revisions are posted, unless You expressly accept the revised Terms as of an earlier date. Your continued use of the Software and/or Service after the applicable effective date of such revisions will conclusively establish Your acceptance to be bound by the revised Terms.
c) Force Majeure
Except for payment obligations, neither party will be responsible for failure of performance due to causes beyond its reasonable control. Such causes include (without limitation) accidents, severe weather events, acts of God, labour disputes, actions of any government agency, epidemic, pandemic, shortage of materials, acts of terrorism, or the stability or availability of the Internet or connectivity outside of the control of a party.
Failure to enforce any right under this Agreement will not waive that right.
If any particular term of this Agreement is not enforceable, this will not affect any other terms.
f) Legal Compliance.
You will at all times comply with all applicable local Irish, European and foreign laws, treaties, regulations, and conventions in connection with Your use of the Software and the Service, including without limitation those related to privacy, electronic communications and anti-spam legislation. In particular, to the extent required under applicable law, You will provide notice and secure the consent of all persons whose locations will be determined to be using the Software and Service. It is Your sole responsibility to ensure You have the right to use all features of ubiworx in Your jurisdiction. Emutex will comply with all applicable laws in the provision of ubiworx to You.
g) Export Control
You agree that neither the Software nor access to the Service will be transferred, sublicensed, exported, re-exported or otherwise made available in or into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software or the Service is identified as subject to export control under the Export Laws, You represent and warrant that You are permitted to receive and use, and are located in a jurisdiction where You are permitted to receive and use, the Software and the Service. You will indemnify, defend and hold harmless Emutex and the Covered Parties from and against any claims, penalties, loss or damage arising out of a breach of Your obligations under this Section. You may not export the Software or associated documentation in violation of these Terms or other applicable export control laws.
h) Governing Law and Jurisdiction
Any dispute regarding these Terms will be governed by the laws of the Republic of Ireland, the location of the company of Emutex, without reference to conflict of law principles, and each party hereby submits to and accepts the exclusive jurisdiction of the courts located in Limerick, Ireland with respect to any dispute arising out of or in connection with these Terms, the Software and/or the Service, and hereby waives all objection to such exclusive jurisdiction. The parties hereby expressly disclaim the applicability of the United Nations Convention on Contracts for the International Sale of Goods in connection with these Terms, the Software and/or the Service. In any dispute between Emutex and You in which Emutex prevails, Emutex will be entitled to recover its reasonable attorneys' fees, legal expert fees, court costs, and related expenses.
i) Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency and fiduciary or employment relationship between the parties.
j) Governing Language
This Agreement has been written in the English language, and the parties agree that the English version will govern.
k) Third party Products/Services
Sometimes when you use the Services, You may also use a service or purchase goods which are provided by another person or company. Your use of these other services or goods may be subject to separate terms between You and the company or person concerned, and You agree that We shall have no liability or obligation relating to those services or goods.
We may provide You with notice via email, regular mail and/or postings on Our website. Notices to Us should be sent to Emutex Ltd, International Science Centre, National Technology Park, Limerick, Ireland unless this Agreement, or Order or any other document agreed in writing between You and Emutex specifically allows other means of notice.
16 ADDENDUM 1:SCRIPT COPYRIGHT
/************************************************************************* * Copyright © 2016, Emutex Ltd. * All rights reserved. * http://www.emutex.com * * Redistribution and use in source and binary forms, with or without * modification, are permitted provided that the following conditions * are met: * * 1. Redistributions of source code must retain the above copyright * notice, this list of conditions and the following disclaimer. * * 2. Redistributions in binary form must reproduce the above copyright * notice, this list of conditions and the following disclaimer in * the documentation and/or other materials provided with the * distribution. * * 3. All modifications to the source code must be clearly marked as * such. Binary redistributions based on modified source code must * be clearly marked as modified versions in the documentation and/or * other materials provided with the distribution. * * 4. The name of Emutex Ltd. may not be used to endorse or promote * products derived from this software without specific prior written * permission. * * THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS * "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT * LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS * FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE * COPYRIGHT OWNER OR CONTRIBUTORS 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. * *************************************************************************/