End User License Agreement for Platform Science Apps
Platform Science’s proprietary Apps (“Platform Science Apps”) are licensed, not sold, to Customer. The Customer’s license to each Platform Science App is subject to this end user license agreement (“EULA”), as well as the terms and conditions of the agreement which references this EULA (the “Agreement”). Any Platform Science App that is subject to this EULA is referred to herein as the “Licensed Application.” Platform Science reserves all rights in and to the Licensed Application not expressly granted to Customer under this EULA. Platform Science may, in its sole discretion, update this EULA at any time and will provide Customer with notice of such updated version. Platform Science may, in its sole discretion, make changes to this EULA from time to time. Any changes made will become effective when posted, and Platform Science agrees the changes will not be retroactive. If Platform Science makes any material changes to this EULA, we’ll also notify users within the service or by sending an email. If users continue using the Platform Science Apps after any updates, that means the updates have been accepted. It is the Customer’s obligation to read, understand and agree to the latest version of the Agreement. The legend at the top of this EULA indicates when it was last changed. In the event of a direct conflict between this EULA and the Agreement, the Agreement will control.
1. Scope of License. Subject to the terms and conditions of this Agreement, including this EULA, Platform Science grants to Customer, during the Term, a non-exclusive, non-assignable, nontransferable, non-sublicensable license to use the Licensed Application on Hardware owned or controlled by Customer and solely for Customer’s internal business use. The terms of this EULA will govern any content, materials, or services accessible from or purchased within the Licensed Application as well as upgrades provided by Platform Science that replace or supplement the original Licensed Application. Customer may not transfer, redistribute or sublicense the Licensed Application. Customer may not copy (except as permitted by this license), reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any Open Source Components included with the Licensed Application).
2. Consent to Use of Data by Licensor. Customer agrees that Platform Science may collect and use technical data and related information, including, but not limited to, technical information about your device, system and application software, and peripherals that is gathered periodically to facilitate the provision of software updates, product support, and other services to Customer (if any) related to the Licensed Application. Customer may use this information, as long as it is in a form that does not personally identify Customer, to improve its products or services or technologies, or to provide products or services or technologies to Customer, or as otherwise permitted in such Agreement.
3. Data Transfer Fees. Customer is responsible for any fees associated with data usage or data transfer resulting from use of the Licensed Application on your devices, unless to the extent otherwise agreed to in writing by the parties.
4. Termination. This EULA is effective until termination of the Agreement. Customer’s rights under this EULA will terminate automatically if Customer or its end users fails to comply with any of its terms.
5. External Services. The Licensed Application may enable access to Platform Science’s and/or third-party services and websites (collectively and individually, "External Services"). Customer agrees to use the External Services at Customer’s sole risk. Although Platform Science may review third-party External Services from time to time for its own purposes, Platform Science is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by any Licensed Application or External Service, including but not limited to financial, medical and location information, is for general informational purposes only and is not guaranteed by Platform Science or its agents. Customer will not use the External Services in any manner that is inconsistent with the terms of this EULA or that infringes the intellectual property rights of Platform Science or any third-party. Customer agree not to use the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that Platform Science is not responsible for any such use. External Services may not be available in all languages, and may not be appropriate or available for use in any particular location. To the extent Customer or its end users choose to use such External Services, Customer is solely responsible for compliance with any applicable laws. Platform Science reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.
6. No Warranty. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE LICENSED APPLICATION IS AT CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ARE PROVIDED "AS IS" AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LICENSOR 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 OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY.
7. Export Prohibitions. Customer may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application 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 Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Licensed Application, Customer represent and warrant that Customer is not located in any such country or on any such list. Customer also agrees that it will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. even if the above-stated remedy fails of its essential purpose.
8. Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in San Diego, California and the parties hereby consent to exclusive personal jurisdiction and venue therein.