This End-User Evaluation License Agreement (“EULA”) is a legal contract between you (the “End-user”), as either an individual or an Entity (as defined below), and UBiqube (Ireland) Limited (registered number 542794) and its subsidiaries (“UBiqube” or “Licensor”) with its registered office at Clanwilliam Court, Block 1, Lower Mount Street, Dublin 2 Ireland.
Notice to Users: PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING UBIQUBE’S PROPRIETARY SOFTWARE MARKETED BY UBIQUBE AS "OpenMSA" Freeware, WHICH IS A FREE VERSION OF THE MSActivator, IN WHICH DEVICE ADAPTORS HAVE BEEN REMOVED (“SOFTWARE").
THE SOFTWARE, WITH WHICH THIS EULA IS PROVIDED, AS WELL AS THE ASSOCIATED DOCUMENTATION, AND ALL AND ANY UPDATES AND UPGRADES THAT MAY BE SUPPLIED BY UBIQUBE IN RESPECT OF SUCH SOFTWARE SHALL HEREINAFTER BE REFERRED TO AS THE “SOFTWARE PROGRAMS”. THE SOFTWARE PROGRAMS INCLUDE THOSE MATERIALS SUPPLIED TO UBIQUBE UNDER LICENSE BY THIRD PARTIES AND INCORPORATED INTO THE SOFTWARE PROGRAMS.
The Software Programs are copyright protected and they are licensed to you under this EULA, not sold to you. By clicking “I Accept" and/or by downloading, installing, obtaining a license key or otherwise accessing or using the Software Programs, you acknowledge that you have read the terms of this EULA, that you understand them, and that you accept and agree to be bound by them. If you are accepting this EULA on behalf of a company, organization, educational institution, or agency, or department of a government (an “Entity”) as its authorized legal representative, then you represent and warrant that you have the power and authority to bind such entity to these terms, and references to “you” herein refer to both you, the individual end user, and the entity on whose behalf you are accepting this EULA.
If at any time you are not willing to be bound by the terms of this EULA, you should click the “do not accept” or similar button, terminate the download and/or installation process, immediately cease and refrain from accessing or using the Software Programs and delete any copies you may have. This EULA, along with any additional terms or policies incorporated herein by reference, represents the entire agreement between you and UBiqube concerning the Software Programs, and this EULA supersedes and replaces any prior proposal, representation or understanding you may have had with UBiqube relating to the Software Programs, whether orally or in writing upon which you confirm you have not relied.
UBiqube grants the End-User the right to use its Software Programs and the associated documentation in accordance with the terms below:
1. Subject of the license
This EULA governs the terms upon which you may use the Software Programs as well as any information owned by UBiqube and obtained by you relating to the Software Program (“Information”).
2. Terms of the license
Subject to your full and ongoing compliance with the terms and conditions of this EULA, UBiqube hereby grants to the End-User a non-exclusive, non-sublicensable and non-transferable right to use the Software Programs and the Information, for the End-User’s personal and internal use during the THIRTY (30) days evaluation period, commencing on the date on which you accept this EULA (“Trial Period”), solely for the purposes of evaluating the Software Programs for your personal use and for no other purpose(s) (“Objective”). At the end of the Trial Period, this license will immediately expire and your right to access and/or use the Software Programs and Information in any way shall immediately cease. After the Trial Period, you shall not use or continue to use the Software Programs or Information unless you enter into a separate software licence with UBiqube upon terms to be specified by UBiqube to you in writing.
3. Limited guarantee of the Software Programs
The Software Programs and Information are supplied to you on an “as-is” basis, with no other guarantees. UBiqube gives no warranty of any kind in respect of the Software Programs or Information, which is provided to the End-User free of charge.
4. Ownership rights
UBiqube and its suppliers retain full ownership rights of all and any rights (including but not limited to intellectual property rights) in and to the Information, the Software Programs and all and any trademarks, logos and other distinctive signs identifying the Software Programs, and on all other proprietary information relating to the Software Programs. Except for the limited licence provided for in this EULA, the End-User has no other rights with respect to the Software Programs or Information. You hereby acknowledge and agree that disclosure pursuant to this EULA shall not confer on you any intellectual property or other rights in relation to the Software Programs or Information other than your right to use under clause 2 above.
If a third party notifies you of any claim that the use of the Software Programs infringes any right of a third party, you agree to immediately notify UBiqube. If any such claim is made to you or to UBiqube, you shall, at UBiqube’s request, immediately cease use of the Software Programs.
5. Protection of the software program
The End-User hereby undertakes and agrees not to:
- use the Software Programs for any purpose other than for the Objective;
- copy the Software Programs except for internal backup purposes;
- distribute the Software Programs to third parties;
- except as and to the extent only permitted by applicable laws, modify, translate, reverse engineer, decompile or disassemble or create derivative works of the Software Programs, wholly or in part;
- transmit to a third party any proprietary information included in the Software Programs;
- assign, rent, transfer, sell, disclose, deal in, make available or grant any rights in the Software Programs or Information in any form to any person or entity; or
- remove, alter, obscure, interfere with or add to any proprietary notices, labels, trade marks, names or marks on, annexed to, or contained within the Software Program or Information.
6. Discontinuance of the license
The obligations of the End-User under this EULA shall survive termination or expiry of the licence granted under this EULA.
The licence granted under this EULA may be cancelled immediately by UBiqube, in the event of violation by the End-User of any of the terms of this EULA or applicable law.
In the event of termination or expiry of the licence granted herein for whatever reason, the End-User’s right to access or otherwise use the Software Programs shall immediately cease and the End-User hereby undertakes and agrees to completely delete all electronic copies of all or any part of the Software Programs and/or the Information from all devices which the End-User has placed or allows others to place the Software Programs or Information.
7. Limitation of liability
To the fullest extent permitted by law, in no event shall Licensor be liable to the End-User in any manner whatsoever including without limitation in contract, tort, negligence (except for death and personal injury caused by UBiqube’s negligence or for fraud or any liability that cannot be excluded or limited by applicable laws), breach of statutory duty, or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of turnover, loss of data, loss of business, business interruption, loss of goodwill, or any other losses or damages of commercial nature.
In consideration of the disclosure by UBiqube to you of the Software Programs and the Information for the purpose of the Objective, you hereby undertake and agree that you will respect and preserve the confidentiality of the Information for a period of ten (10) years after the date of such disclosure. You shall not without the prior written consent of UBiqube:
- communicate or otherwise make available the Software Programs or Information to any third party;
- use the Software Programs or Information itself for any commercial, industrial or other purpose other than the Objective.
The obligations contained in this clause 7 shall not apply, or shall cease to apply, to such part of the Information as you can show to the reasonable satisfaction of UBiqube:
- has become public knowledge other than though your fault;
- was already known to you prior to disclosure to you by UBiqube;
- has been received from a third party who neither acquired it in confidence from UBiqube nor owed to UBiqube a duty of confidence in respect of it.
9. Applicable Law – Jurisdiction
This EULA shall be governed by and construed in accordance with the laws of Ireland. The parties irrevocably submit to the exclusive jurisdiction of the Irish courts in Dublin to settle any disputes which may arise from or be in connection with the validity, interpretation or performance of this EULA.