ZEREBRIX SOFTWARE LICENSE TERMS
THIS AGREEMENT (“AGREEMENT” OR “TERMS”) IS A LEGAL AGREEMENT BETWEEN YOU (“LICENSEE”, “USER”, “YOU” OR “YOUR”) AND ZEREBRIX LLC AND ALL ITS AGENTS AND AFFILIATES (“ZEREBRIX”, “US”, “WE”, OR “OUR”) . BY USING THE SOFTWARE AND/OR SERVICES (“SOFTWARE”) HEREIN DESCRIBED, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS. By installing the software You agree to the Terms. If You do not agree with the Terms then You must uninstall the Software and delete all components off of Your computer(s). Zerebrix reserves the right, at its sole discretion, to change, add, or remove any portion(s) of these Terms at any time. It is Your responsibility to check this agreement on a regular basis for any changes that may have been made. If You continue to use the Software following modifications to this agreement, then You accept and agree to the modifications.
1. ACCEPTANCE OF TERMS
1.1 The term of this Agreement will begin on acceptance and is perpetual.
1.2 “Software” includes the executable computer programs, any related electronic and online documentation, any related online services, and any other files that may accompany the product.
1.3 You may not use the Software if: A. You are prohibited by law from receiving, installing, or using the Software. B. You are under the age of 13. C. You are not fully able or competent to enter a binding contract with Zerebrix.
2. LICENSE GRANT AND RESTRICTIONS
2.1 Title, copyright, and intellectual property rights and distribution rights of the Software remain exclusively with Zerebrix. Intellectual property rights include the look and feel of the Software and any files included in the Software.
2.2 The Software may be loaded onto no more than one computer.
2.3 Subject to the terms and conditions of this Agreement and depending upon whether during sign-up and/or purchase process You have agreed to use the Service and/or the Software on a subscription basis or to receive a license to use the Software, Zerebrix grants to You: ● a non-exclusive, non-transferable license (without right to sublicense) to use the Service and/or Software for the term of this Agreement; and/or
2.4 Except as otherwise specifically permitted in this Agreement, You may not: A. Reverse engineer, decompile, or disassemble or otherwise attempt to obtain the source code of the Software or any component of the Software. B. Modify or create any derivative works of the Software. C. Copy any portion of the Software. D. Install and/or use the software on more computers than licenses purchased by You. E. Sublicense or, unless You have signed up for an account that permits more than one user (in which case You agree not to exceed the permitted number of users), permit use of the Service or Software by more than one user.
2.5 You must ensure by appropriate and reasonable steps that third parties cannot make unauthorized use of the Software.
2.6 If You are purchasing a "perpetual" license, You agree and understand that Zerebrix may disable or terminate Your access to the service or Software at any time in the future at its sole discretion. Additionally, the license may be terminated at any time if these Terms are violated. In the event that Zerebrix ends support for perpetual licenses, the Licensee agrees that Zerebrix may supply access via an equivalent, but possibly slower or inferior, offline version of the licensed materials for perpetual use.
3. YOUR ACCOUNT
You may be required to create an account in order to use the Software and/or services provided by Zerebrix. You agree to not impersonate any entity or misrepresent Your identity or affiliation with any entity. If You are agreeing to this Agreement on behalf of an entity, You represent and warrant that the entity will use the Software and/or services under a single account. You are responsible for the protection and security of Your own password. You agree to notify Zerebrix promptly upon realization of any unauthorized use of Your account. This includes any unauthorized use of Your username, password, and/or any other account information.
4. OWNERSHIPYou agree to pay all license fees associated with the Software. The fee(s) charged excludes all applicable taxes and currency exchange settlements, unless stated otherwise. You are solely responsible for paying such taxes or other charges. You understand that after Your subscription period ends, unless You have canceled Your subscription, You are responsible for any automatic payments incurred as a result of auto renewal of the license. The Licensee may not use or install the software on more than one computer unless a license has been purchased for each and every computer. If all fees associated with the licensed Software is not paid, Zerebrix reserves the right to suspend or cancel Your access to the Software.
5. USE OF THE SOFTWARE
Use of the Software with a license obtained from a source other than Zerebrix is strictly forbidden. Zerebrix reserves the right to take any and all actions that Zerebrix, in its sole discretion, deems necessary to protect against, monitor, and control the use of the Software with illegal licenses. You understand that the Software may not behave as intended during maintenance periods. You agree that Zerebrix may start maintenance periods at any time and for any length of time without any prior warning. In addition, by using the Software, You give Zerebrix the right to use any audio data and/or files sent to the Zerebrix server for data collection and or analysis purposes.
6. APPLICABLE LAW
6.1 In Your use of the Software, You agree to comply with all applicable laws and regulations.
6.2 If You downloaded and installed the Software in the United States, California state law governs the interpretation of these Terms and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where You possess residence govern all other claims.
6.3 If You obtained the software in any other country, the laws of that country apply.
7. EXCLUSION OF WARRANTIES
YOU ACKNOWLEDGE AND UNDERSTAND THAT THE SOFTWARE MAY CONTAIN ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE HEREBY ACCEPTS THE SERVICE AND SOFTWARE, "AS IS" AND WITH ALL FAULTS, DEFECTS AND ERRORS AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF USE, QUALITY, AND PERFORMANCE. NEITHER ZEREBRIX NOR ANY OF ZEREBRIX'S LICENSORS MAKE ANY EXPRESS WARRANTIES, AND EACH OF THEM DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
8. LIMITATION OF LIABILITY
LICENSEE AGREES AND ACKNOWLEDGES THAT NEITHER ZEREBRIX NOR ANY OF ITS LICENSORS MAY BE HELD LIABLE FOR ANY CLAIM, LOSS, DAMAGES, EXPENSES OR COSTS OF AN INDIRECT NATURE, INCLUDING CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS OR OTHERWISE. LIABILITY OF ZEREBRIX WILL BE LIMITED TO MAXIMUM OF THE ORIGINAL PURCHASE PRICE OF THE SOFTWARE. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. THE LIMITATIONS IN THIS SECTION APPLY TO YOU ONLY TO THE EXTENT THEY ARE LAWFUL IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. YOU ACKNOWLEDGE THAT IF THE ABOVE LIMITATION WERE NOT INCLUDED HEREIN, ZEREBRIX WOULD NOT LICENSE THE SERVICE OR SOFTWARE TO YOU.