End-User License Agreement

Blue Elm Company LLC

 

This Agreement is a legal agreement between you (either an individual or a single entity, herein “You”) and the author (Blue Elm Company LLC, herein “Blue Elm”) of the software product(s) defined in the Order Form (both herein called collectively “End User License Agreement” or “EULA”) , the executable versions of which, and any physical embodiments of such versions, and related documentation being together hereinafter called “Software Product”. The Order Form will include all Software Product(s) and Site(s) for which the license is valid and may include either a perpetual or subscription (term) license (herein called “License”).

By installing, copying, or otherwise using Software Product, You agree to be bounded by the terms of this EULA. If You are entering into the EULA on behalf of an entity, You represent that You have authority to bind that entity. If You do not agree to the terms of this EULA, do not install the Software Product. 

  1. LICENSE. This EULA grants You the following rights: Installation and Use.

    1. ​Subject to payment of the applicable fees and compliance with this EULA, Blue Elm grants You a limited, non-exclusive and non-transferable license to use the Software Product solely for Your internal operations. Blue Elm licenses You the right to use only the Software Product You acquire from an approved source. If Blue Elm requires You to register as an End User, Your license is valid only if the registration is complete and accurate. The Software Product may contain open source software, subject to separate license terms made available with Order Form.

    2. If the Software is licensed for a specified term, Your license is valid solely for the applicable term in the Order Form.  Your right to use the Software Product begins on the date the Software is made available for download or installation and continues until the end of the specified term, unless otherwise terminated in accordance with this Agreement.

    3. If You license the Software Product for evaluation purposes or other limited, temporary use as authorized by Blue Elm (“Evaluation Product”), Your use of the Evaluation Product is only permitted for the period limited by a fixed term license key or otherwise stated by Blue Elm in writing or on the Order Form. You will be invoiced for the list price of the Evaluation Product if You fail to return or stop using it by the end of the evaluation period. The Evaluation Product is licensed “AS-IS” without support or warranty of any kind, expressed or implied. Blue Elm does not assume any liability arising from any use of the Evaluation Product. You may not publish or use any results or data of tests run except for evaluation purposes on the Evaluation Product without first obtaining written approval from Blue Elm.​

    4. You authorize Blue Elm to use any feedback or ideas You provide Blue Elm in connection with Your use of the Software Product. 

    5. You will not copy, duplicate or permit any other person, corporation, or other entity, including Site’s parent or subsidiaries, if any, to copy or duplicate the Software Product or any part thereof, except to the extent required for creation of back‑up copies of those portions of the Software Product that could be erased or altered by accidental malfunction of Site’s computer system and except to the extent required for use of the Software Product on the Site’s computer systems.

    6. You will not, at any time, attempt to modify, de-compile, reverse engineer or in any way attempt to recreate the source code of the Software Product.

    7. You will not distribute Software Product outside of Site’s computer network.

  2. OPERATIONAL STATUS. Blue Elm agrees to provide You with implementation services necessary to install and achieve operational status of Software Product. “Operational” shall mean that the Software Product will be able to run successfully unless otherwise defined on the Order Form.

  3. DELIVERY. Delivery of the Software Product shall be made electronically over the internet and all implementation, maintenance, training, and service work shall be done remotely over the internet.

  4. SEPRATION OF COMPONENTS.  The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one computer except in the case of client software that connects back to server software.

  5. THIRD PARTY USE OF SOFTWARE.  You may permit a third party to use the Software Product licensed to You under this EULA if such use is solely (i) on Your behalf, (ii) for Your internal operations, and (iii) in compliance with this EULA.  You agree that You are liable for any breach of this EULA by that third party.

  6. UNAUTHORIZED USE. You agree to notify Blue Elm promptly and fully and in writing of the circumstances concerning and possession, use or study of the Software Product by any unauthorized person, corporation or entity including, but not limited to, the name(s) and addresses of such person(s), corporations or entities.

  7. TERMINATION. Without prejudice to any other rights, Blue Elm may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must destroy all copies of the Software Product and all its component parts.

  8. PROHIBITION AGAINST ASSIGNMENT. The rights granted hereunder are granted to You and are not assignable to any other person or entity, including, without limitation, any parent, subsidiary or other affiliate.

  9. PROPERTY OF BLUE ELM. The Software Product shall at all times remain the property of Blue Elm subject to the provisions hereof and the license of use granted hereunder and specifically excludes any right of reproduction, sale, lease, sublicense or any other transfer or disposition of the Software Product or any portion thereof. Blue Elm retains ownership of all intellectual property rights in and to the Software Product including copies, improvements, enhancements, derivative works and modifications thereof.  Your rights to use the Software Product are limited to those expressly granted by this EULA.  No other rights with respect to the Software Product or any related intellectual property rights are granted or implied.

  10. COPYRIGHT. All title and copyrights in and to the Software Product (including but not limited to any images, templates, libraries, and examples incorporated into the Software Product), the accompanying printed materials, and any copies of the Software Product are owned by the Blue Elm. The Software Product is protected by copyright laws. Therefore, You must treat the Software Product like any other copyrighted material.

  11. LIMITED WARRANTY AND DISCLAIMER. Blue Elm warrants that the Software Product will substantially conform to the application documentation for thirty (30) days following the date Software Property is made available to You for Your use.  Except as expressly set forth above, Blue Elm expressly disclaims any warranty for the Software Product. The Software Product and any related documentation is provided “as is” without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or noninfringement. The entire risk arising out of use or performance of the Software Product remains with You.

  12. MAINTENANCE.  If You purchase maintenance or have a subscription license Blue Elm will provide reasonable enhancements to the Software Product. If Your problems are reasonably deemed by Blue Elm to result from errors or defects in the Software Product (“Software Defects”), then Blue Elm shall correct such errors or defects and shall exercise its best efforts to assure that the same is accomplished in as expeditious a manner as possible.  Software Defects are defined as failures of the Software Product to operate or to produce output in substantial con­formity to descriptions of such operation or output in the Software Product documentation.  You agree that Blue Elm is not responsible for making reasonable enhancements when changes to third-party systems cause Software Defects or otherwise make the Software Product inoperable.

  13. NO LIABILITY FOR DAMAGES.  In no event shall Blue Elm be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Blue Elm is aware of the possibility of such damages and known defects.

©2020 by Blue Elm Company