END-USER LICENSE AGREEMENT
This End-User License Agreement (“EULA”) is a legal agreement between (a) you, either as an individual or a single entity (hereinafter referred to as “You” or “Your”) and (b) Debt Badge LLC (“Debt Badge”) that governs Your use of any Software Product, installed on or made available by Debt Badge for use with Your Debt Badge product. The term “Software Product” means the electronic functions installed on or made available by Debt Badge for use with Your Debt Badge product and may include associated media, printed material, and “online” or electronic documentation.
YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY USING ANY PART OF THE SOFTWARE PRODUCT AND/OR THE Debt Badge PRODUCT. YOU ALSO ACCEPT THIS EULA IF YOU KEEP THE Debt Badge PRODUCT FOR 30 DAYS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, Debt Badge IS UNWILLING TO LICENSE THE SOFTWARE TO YOU. IN SUCH EVENT, YOU MAY NOT USE THE Debt Badge PRODUCT CONTAINING THE SOFTWARE PRODUCT AND YOU SHOULD RETURN THE Debt Badge PRODUCT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE.
1. GRANT OF LICENSE: Debt Badge grants to You the following individual, personal, non-sub licensable, nonexclusive license to use one (1) copy of the Software Product, in object code form only, provided You agree to and comply with all terms and conditions of this EULA as it may be amended from time to time. You acknowledge that Debt Badge retains ownership of the Software Product, any portions or copies thereof, and all rights therein throughout the world. THE Debt Badge PRODUCT (INCLUDING THE SOFTWARE PRODUCT CONTAINED THEREIN) IS PROVIDED “AS IS” AND SUBJECT TO THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH BELOW.
2. RENTAL: You may not copy, rent, lease, distribute, assign or otherwise transfer rights to the Software Product; use the Software Product for timesharing or service bureau purposes or otherwise for the benefit of a third party.
3. TRANSFER: You may permanently transfer the rights granted to You under this Agreement only as part of a permanent sale or transfer of the Debt Badge product containing the Software Product, provided You retain no copies, You transfer all of the Software Product (including all component parts, the media and printed materials, any upgrades and prior versions, these licensing terms, and, if applicable, the Certificate(s) of Authenticity), and only if the recipient agrees to the bound to by the terms and conditions of this Agreement.
4. RESTRICTIONS: You will only use the Software Product for lawful purposes and in compliance with all applicable laws. You hereby agree to defend and indemnify Debt Badge against any claim or action that arises from Your use of the Software Product in an unlawful manner.
5. LIMITATION ON REVERSE ENGINEERING: You will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Software Product; modify, translate, or create derivative works based on the Software Product. Nothing contained herein shall be construed, expressly or implicitly, as transferring any right, license or title to You other than those explicitly granted under this EULA. Unauthorized copying of the Software Product or failure to comply with the above restrictions will result in automatic termination of this Agreement and will constitute immediate, irreparable harm to Debt Badge for which monetary damages would be an inadequate remedy, in which case injunctive relief will be an appropriate remedy for such breach.
6. SUPPORT: Debt Badge provides the Software Product “AS-IS” and does not provide support services for it.
7. PROPRIETARY RIGHTS: All intellectual property rights in the Software Product and user documentation are owned by Debt Badge or its suppliers or its members and are protected by law, including but not limited to United States copyright, trade secret and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code of the Software Product are the valuable trade secrets and confidential information of Debt Badge and its members and suppliers. You shall not remove any product identification, copyright notices or proprietary restrictions from the Software Product or Debt Badge product.
8. TERMINATION: This Agreement is effective until terminated. Debt Badge may terminate this Agreement immediately, without prior notice or liability, if You breach any of the terms or conditions of this Agreement. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitations, warranty disclaimers and limitations of liability. Upon termination of this Agreement for any reason, You must destroy the Software Product and all of its component parts.
9. NO WARRANTIES: WARRANTY DISCLAIMER THE SOFTWARE PRODUCT IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. The Software Product is offered on an “AS-IS” basis and Debt Badge does NOT warrant that the functions contained in the Software Product will meet Your requirements or that the operation of the Software Product will be uninterrupted or error free. You should not use the Software Product for any applications in which failure could cause any significant damage or injury to persons or tangible or intangible property. Debt Badge DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK OF THE QUALITY AND PERFORMANCE OF THE Debt Badge SOFTWARE IS WITH YOU. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY NOTWITHSTANDING: ANYTHING CONTAINED IN THIS AGREEMENT OR OTHERWISE, Debt Badge WILL NOT BE LIABLE WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND. SOME STATES AND COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
11. EXCLUSIVE REMEDIES: The entire liability of Debt Badge, its parent, affiliates and/or distributors and Your exclusive remedy for any breach of the EULA or for any other liability relating to the Software Product and/or the Debt Badge product shall be, at Debt Badge’s sole option, (a) return of the amount paid (if any) for the Software Product and/or the Debt Badge product, or (b) repair or replacement of the Software Product and/ or the Debt Badge product that is returned to Debt Badge with a copy of Your receipt. You will receive the remedy elected by Debt Badge without charge, except that You are responsible for any expenses You may incur (i.e. cost of shipping of the Software Product and/or the Debt Badge product to Debt Badge). However, this remedy is unavailable if failure of the Software Product and/or the Debt Badge product resulted from accident, abuse, misapplication, abnormal use or a virus.
12. EXPORT RESTRICTIONS: You acknowledge that the Software Product, or any part thereof, or any process or service that is the direct product of the Software are of U.S. origin. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and/or other governments.
13. MISCELLANEOUS: The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement will be governed by and construed in accordance with the laws of the state of California without regard to the conflict of law’s provisions thereof. Venue for any action brought shall be exclusively in the appropriate state and/or federal court located in San Francisco, California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Debt Badge in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees. All notices under this Agreement will be in writing.