SECLUDY - END USER LICENSE AGREEMENT (EULA)
This End User License Agreement ("Agreement") is a legal agreement between you ("End User" or "you") and Secludy, Inc. ("Company") for the use of Company's product(s) made available on the AWS Marketplace (the "Product"). By accessing, downloading, installing, or using the Product, you agree to be bound by the terms of this Agreement. If you do not agree, you must not access or use the Product.
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1. License Grant and Use Rights
1.1 License Grant. During the term of this Agreement, Company grants End User a non-exclusive, non-transferable, non-sublicensable license to access and use the Product for End User’s internal business purposes in accordance with this Agreement.
1.2 Restrictions. End User agrees not to:
(a) modify, copy, or create derivative works of the Product;
(b) sublicense, sell, or distribute the Product;
(c) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Product;
(d) use the Product to develop competing products or services; or
(e) exceed any usage limits or violate any other restrictions specified by Company.
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2. Fees and Payment
2.1 Usage Fees. If applicable, End User agrees to pay all fees associated with the use of the Product as specified in the AWS Marketplace listing or as otherwise agreed in writing.
2.2 Non-Refundable Fees. Except as expressly provided in this Agreement, all fees are non-refundable.
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3. Proprietary Rights
3.1 Ownership. Company retains all rights, title, and interest, including all intellectual property rights, in and to the Product, including any updates, modifications, enhancements, or derivative works thereof.
3.2 Feedback. End User may provide Company with feedback, suggestions, or other input regarding the Product (“Feedback”). End User hereby grants Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such Feedback into the Product or Company’s other offerings.
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4. Confidentiality
4.1 Confidential Information. Any non-public, proprietary information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked as confidential or reasonably understood to be confidential is considered "Confidential Information."
4.2 Obligations. The Receiving Party agrees to protect the Disclosing Party’s Confidential Information and to use it solely for purposes of this Agreement. This obligation does not apply to information that:
(a) is publicly available through no fault of the Receiving Party;
(b) was known to the Receiving Party before disclosure;
(c) is disclosed by a third party without restriction; or
(d) is independently developed by the Receiving Party without using the Confidential Information.
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5. Warranties and Disclaimers
5.1 Limited Warranty. Company represents and warrants that it has the right to grant the licenses provided herein.
5.2 Disclaimer. THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT GUARANTEE THAT THE PRODUCT WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET END USER’S REQUIREMENTS.
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6. Limitation of Liability
6.1 Liability Cap. COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY END USER FOR THE PRODUCT IN THE SIX (6) MONTHS PRIOR TO THE CLAIM OR (B) $1,000.
6.2 Exclusion of Damages. COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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7. Indemnification
7.1 End User Indemnification. End User agrees to indemnify, defend, and hold harmless Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with:
(a) End User's use or misuse of the Product;
(b) End User's breach of any representation, warranty, or obligation under this Agreement; or
(c) any violation of applicable law by End User in connection with the use of the Product.
7.2 Procedure. Company shall provide prompt written notice of any claim for which it seeks indemnification under this Section 7. End User shall have sole control over the defense and settlement of such claims, provided that no settlement shall be entered into without the prior written consent of Company, which shall not be unreasonably withheld.
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8. Term and Termination
8.1 Term. This Agreement is effective upon End User’s acceptance and remains in effect until terminated as provided herein.
8.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice.
8.3 Termination for Cause. Company may terminate this Agreement immediately if End User breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of notice.
8.4 Effect of Termination. Upon termination, End User must cease all use of the Product and delete all copies in its possession. Sections 3, 4, 5, 6, 7, and 9 shall survive termination.
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9. Miscellaneous
9.1 Independent Contractors. The relationship between the parties is that of independent contractors, and nothing in this Agreement creates a partnership, joint venture, or agency relationship.
9.2 Governing Law. This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles. Any disputes shall be resolved in the federal or state courts located in San Francisco, California.
9.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, understandings, or communications.
9.4 Amendments. This Agreement may not be modified except by a written agreement signed by both parties.
9.5 Notices. Any notices required under this Agreement must be sent to contact@secludy.com and will be deemed delivered upon receipt.
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END OF AGREEMENT