NYTRO SYSTEMS END USER LICENSE AGREEMENT (EULA)
THIS IS A LEGAL AGREEMENT BETWEEN YOU, AN INDIVIDUAL AND NYTRO SYSTEMS LLC. (“NYTRO”). BY CLICKING THE “I AGREE” BUTTON AND DOWNLOADING OR USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS END USER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”), THAT YOU UNDERSTAND IT AND CONSENT TO BE BOUND BY AND BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PROMPTLY EXIT THIS PAGE WITHOUT DOWNLOADING OR USING THE SOFTWARE. BY CLICKING THE “I AGREE” BOTTOM, YOU ARE CONSENTING TO BE BOUND BY, AND BECOMING A PARTY TO, THIS AGREEMENT.
- GRANT OF LICENSE. ALT grants to you the personal, non-transferable, non-exclusive right to use Nytro’s online system, and or software and JS scripts (the “Software”) which is owned by Nytro, for purposes of internal use only.
- RESTRICTIONS: Under this license, you MAY NOT (i) sell, lease, rent, license, sublicense or otherwise distribute the Software or any part thereof or the right to use the Software or any part thereof to any person or entity unless as part of a reselling agreement with NYTRO; (ii) use the software for any purpose other than expressly permitted by this Agreement (iii) reproduce, modify, copy, transmit or create derivate work of all or any portion of the Software; (iv) reverse engineer, decompile, or disassemble the Software or otherwise attempt to recreate all or any portion of the Software; (v) remove the copyright notice from the Software or the written materials, if any, accompanying the Software; (vi) authorize any third party to do any of the foregoing.
- COPYRIGHT. You acknowledge and agree that the Software is proprietary product of NYTRO whether or not patented or copyrighted. You further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights, is and shall remain with NYTRO. This Agreement does not convey to you an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement. No right, title, or interest in or to any trademark, service mark, logo or trade name of NYTRO is granted under this Agreement
- TERM. This Agreement shall be effective as of the date on which you install the Software, and until terminated. You may terminate this Agreement at any time provided that you will delete or destroy all copies of the Software in your possession. NYTRO may terminate this Agreement at any time and without notice in the event that: (i) NYTRO determines in its sole discretion that information that you provide is or includes data that is unlawful, fraudulent, threatening, libelous, defamatory, obscene, illegal or otherwise objectionable; (ii) You use the Software or otherwise engage in any action that, in NYTRO’s sole discretion, may harm NYTRO; (iii) NYTRO determines that it is in the best interest of NYTRO to terminate the Agreement (iv) Any breach by you of any term hereof. Termination of this Agreement does not entitle you to any refund of any payments made by you for or in connection with the purchase of the Software and/or this Agreement. Termination of this Agreement does not relieve you of any obligation to make any outstanding payments due or any liability arising prior to termination.
- NO WARRANTY. ANY USE BY YOU OF THE SOFTWARE IS AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED FOR USE “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NYTRO DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESSD, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONNINFRINGEMENT. NYTRO IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE. NYTRO DOES NOT WARRANT THAT THE SOFTWARE OR ANY PART THEREOF WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED.
- NO LIABILITY FOR DAMAGES. IN NO EVENT SHALL NYTRO OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, DIRECT, INDIRECT, SPECIAL AND CONSEQUENTIAL DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING FAULT, NEGLIGENCE AND THE FAILURE OF THE ESSENTIAL PURPOSE. REGARDLESS OF THE CAUSE OR FORM OF THE ACTION, NYTRO’S AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY YOU TO NYTRO FOR THE USE OF THE SOFTWARE. BECAUSE SOME STATES/COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- INDEMNIFICATION. You shall defend, indemnify and hold harmless NYTRO, its Affiliates, and their licensors, officers, directors, agents and employees from any liability, loss, damage, cost or expense (including reasonable attorney’s fees) arising out of any act or omission by you in connection with the Software.
- THIRD PARTY BENEFICIARIES. You are hereby notified those persons and entities which have licensed software to NYTRO for inclusion in the Software are third party beneficiaries to this Agreement as it applies to their respective software product(s) included in the Software.
- PREVAILING AGREEMENT. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any license agreements appearing with or in the software products comprising the Software, this Agreement shall prevail.
- ASSIGNMENT. This Agreement may not be assigned by you without the prior written consent of NYTRO. NYTRO may assign this Agreement without your consent.
- SEVERABILITY. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
- Entire Agreement; No Waiver. this Agreement represents the entire agreement concerning the Software between you and NYTRO, and it supersedes any prior proposal, representation, or understanding between the parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.