NETRIS, INC. END USER LICENSE AGREEMENT
BEFORE USING NETRIS’ SOFTWARE, PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BECAUSE IT GOVERNS YOUR USE OF NETRIS’ SOFTWARE AND YOUR RELATIONSHIP WITH NETRIS. BY USING NETRIS’ SOFTWARE, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND AND, AS A CONDITION TO YOUR USE OF THE NETRIS SOFTWARE, YOU AGREE TO BE BOUND BY THIS EULA AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. IF YOU ARE AN ENTITY, ORGANIZATION, OR COMPANY, THEN YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS EULA ON YOUR BEHALF HAS THE AUTHORITY TO ENTER INTO THIS EULA ON YOUR BEHALF AND (II) YOU AGREE TO BE BOUND BY THIS EULA. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE NETRIS’ SOFTWARE. IF YOU USE NETRIS’ SOFTWARE IN ANY WAY, YOU ARE AGREEING TO THE TERMS OF THIS EULA. THIS EULA DOES NOT PROVIDE ANY RIGHTS TO NETRIS SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW ANY SERVICE OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH NETRIS FOR INFORMATION AND TERMS REGARDING SERVICES AND ASSOCIATED PAYMENTS.
This EULA governs your use of Netris’ branded software that is included in Netris product offerings that include or refer to this EULA, as well as any related updates, each of which may contain Netris proprietary software components and open source components (the “Programs”).
1. License Grant. Netris, Inc. (“Netris”) grants you a limited, non-exclusive, non-sublicensable, non-transferable, worldwide license during the software license term set forth in the Order Form to use the Programs, subject to the terms below. Each software component is governed by a license that permits you to run, copy, modify, and redistribute (subject to certain obligations in some cases) the software component. This EULA governs the use of the Programs and does not either limit your rights under or grant you rights that supersede the license terms applicable to any particular third party component made available through an open source license or such other license terms pursuant to which the owner of such third party component makes the component available to end users of such component.
2. Intellectual Property Rights. The Programs and each of their components (including any updates, upgrades, modifications, improvements, or derivatives of any of the foregoing) are owned by Netris or its licensors and are protected under copyright law and other state and federal laws in the United States. As a licensee, you acknowledge that you do not acquire any ownership interests in the Programs and that all ownership rights, title, and interests in the Programs and any component, copy, modification, or merged portion remain with Netris or its licensors. The NETRIS trademark, the individual Program trademarks, and the NETRIS logo are registered trademarks of Netris in the U.S. and in other countries.
3. Limitations on Commercial Distribution. You acknowledge and agree that this EULA does not permit you to distribute the Programs using Netris’ trademarks, regardless of whether the Programs have been modified. You may make a commercial redistribution of the Programs only if (a) permitted under a separate advance written agreement with Netris authorizing such commercial redistribution or (b) you remove and replace all occurrences of Netris’ trademarks and logos.
4. Restrictions.You agree not to decompile, reverse engineer, disassemble, attempt to derive the binary code of, or decrypt the Programs; make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Programs; rent, lease, or sublicense the Programs; provide, divulge, disclose, or make available to, or permit the use of the Program by any third party; use the Programs for any unauthorized purpose; or permit any third party to do any of the foregoing.
5. Limitation of Remedies and Liability. UNDER NO CIRCUMSTANCES WILL NETRIS, ITS AFFILIATES, ANY NETRIS AUTHORIZED DISTRIBUTOR, OR THE LICENSOR OF ANY COMPONENT PROVIDED TO YOU UNDER THIS EULA BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS ARISING OUT OF THE USE OR INABILITY TO USE THE PROGRAMS OR ANY COMPONENT, EVEN IF NETRIS, ITS AFFILIATES, AN AUTHORIZED DISTRIBUTOR, AND/OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NETRIS, ITS AFFILIATES, ITS AUTHORIZED DISTRIBUTORS, OR ITS LICENSORS OF A COMPONENT PROVIDED TO YOU UNDER THIS EULA EXCEED THE AMOUNT THAT YOU PAID TO NETRIS DURING THE PREVIOUS SIXTY (60) DAYS FROM THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY.
6. Indemnification. You agree to indemnify and hold Netris and its parents, subsidiaries, affiliates, officers, directors, employees, consultants, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Programs; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
Netris shall indemnify, defend and hold harmless you and your parents, subsidiaries, affiliates, officers, directors, managers, shareholders, members, employees, agents, partners, authorized users and successors and assigns (each, a “Customer Indemnitee“) from and against any and all losses of any nature arising out of or relating to any claim, suit, action or proceeding (each, an “Action“) by a third party to the extent that such losses arise from any allegation in such Action that the (or an authorized user’s) use of the Programs in compliance with this Agreement infringes an intellectual property right.
7. Disclaimer. Except as provided under a separate agreement with Netris, or under the license terms applicable to a particular third party component, the Programs and the third party components are provided and licensed “as is,” without warranty of any kind, either expressed or implied, including the implied warranties of merchantability, non-infringement, and/or fitness for a particular purpose. Neither Netris nor its licensors warrant that the functions contained in the Programs will meet your requirements or that the operation of the Programs will be entirely error free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. You also acknowledge and agree that any modifications you make to the software may corrupt the Programs and adversely affect their functionality.
8. Export Control. As required by the laws of the United States and other countries, you represent and warrant: (a) that you understand that the Programs and their components may be subject to export controls under the U.S. Commerce Department’s Export Administration Regulations (“EAR”); (b) that you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; (c) that you will not export, re-export, or transfer the Programs to any prohibited destination, persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, without the necessary export license(s) or authorizations(s); (d) that you will not use or transfer the Programs for use in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses in locations prohibited by an applicable arms embargo, unless you are authorized by the relevant government agency, by regulation, or by specific license; (e) that you understand and agree that if you are in the United States and export or transfer the Programs to eligible end users, you will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the Commerce Department’s Bureau of Industry and Security, which include the name and address (including the country) of each transferee; and (f) that you understand that countries including the United States may restrict the import, use, or export of encryption products (which may include the Programs and the components) and agree that you shall be solely responsible for compliance with any such import, use, or export restrictions.
9. Third Party Programs. You understand and acknowledge that Netris may distribute third-party software programs with the Programs, and that such third-party software programs are not part of the Programs. The license terms governing the use of the third-party software programs will be provided to you with the Programs. If you do not agree to abide by the applicable license terms for the third-party software programs, then you may not install the Programs. If you wish to install the third-party software programs on more than one system or transfer the third-party software programs to another party, then you must contact the licensor of the applicable third-party software programs.
10. General. If any provision of this EULA is ruled unenforceable by a court having jurisdiction, such ruling shall not affect the enforceability of the remaining provisions. Any claim, controversy or dispute arising under or relating to this EULA shall be governed by the laws of the State of California and of the United States, without regard to any conflict of laws provisions. Any disputes arising under or relating to this EULA will be adjudicated in the state and federal courts in San Francisco County, California. The rights and obligations of the parties to this EULA shall not be governed by the United Nations Convention on the International Sale of Goods. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute waiver of any subsequent breach. Netris reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. By continuing to access or use the Programs after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Programs.
Copyright © 2024 by Netris, Inc. The NETRIS mark and logo are registered trademarks of Netris, Inc. All other trademarks are the property of their respective owners. Unauthorized use of trademarks is prohibited. All rights reserved.