Rebranded sirrus EULA

End User License Agreement For Rebranded Sirrus​

This end-user license agreement (“EULA”) is a legal contract between you, the end-user (either an individual or a single entity), and Site-Specific Technology Development Group, Inc. d/b/a/ SST Development Group, d/b/a SST Software, d/b/a SST Software Inc. (“SST”).  Your use of the software provided under the [APP NAME], including internet products, websites, modules, applications, all related add-ons, data, documentation, databases, updates, modifications, corrections, changes, and upgrades (collectively, the “Software”) is conditioned upon your acceptance of the terms and conditions within this EULA. You acknowledge that the Software also includes updates or upgrades you may receive under a subscription service or other support arrangement and add-on components, web services and other supplements that may be provided via the Software.  You acknowledge and confirm your assent to the terms and conditions in this EULA by installing and using the Software.  If you do not agree to the terms of this EULA, you are not entitled to use the Software and must uninstall the Software from any computers or other devices on which it was installed and immediately cease using the Software.

 

1.License Grant

 

For Personal Mobile Device(s), as applicable.  SST hereby grants you a non-exclusive, non-transferable limited license for a single user to install and use one copy of the Software on up to three (3) personal mobile devices that you own and control (the “Device”), and to maintain backup(s) of the Software in accordance with Apple’s backup systems, subject to the restrictions and conditions included in this EULA.

For Web-based Service, as applicable.  SST hereby grants you a non-exclusive, non-transferable limited license for a single user to use the Software on a personal computer subject to the restrictions and conditions included in this EULA.  This is not a seat- or session-based license. If you do not agree to the terms of this EULA, do not use or access SST’s web-based service.

Additional Terms Applicable to License.  SST reserves all rights not expressly granted to you in this EULA.  SST will attempt to provide 24 hour access to the Software.  You acknowledge and understand the Software may be interrupted on occasion for updates, modification and security and that YOU WILL INDEMNIFY AND HOLD SST OR ANY OF ITS AFFILIATES PROVIDING THE [APP NAME], THE SUBSCRIPTION SERVICE OR OTHER SUPPORT MEASURES HARMLESS AGAINST ANY CLAIMS, LOSSES OR DAMAGES, DIRECT OR INDIRECT, INCLUDING ATTORNEY FEES, ARISING FROM DISRUPTED ACCESS TO THE SOFTWARE OR DUE TO A BREACH OF THIS AGREEMENT BY YOU OR YOUR REPRESENTATIVE.  SST maintains the right, at any time, at its discretion to suspend access to the Software for any reason.  You agree to accept license of the Software and acknowledge that you and only you as the subscriber or supported end-user will access or use the Software, and the Software may not be made available for any other use to any other party.  Once a natural person begins use of the Software, the license is permanently associated with that named natural person and no other person may use the Software without procuring from SST another license for that other person.  The Software requires a unique username and a password allowing you access to the Software.  Upon your initial access to the Software, you must create an account including your unique username and password.  You are also solely responsible for creating a password and will maintain your password in confidence.  You are responsible for any and all activities occurring on your account.  YOU WILL HOLD SST AND ITS SUPPLIERS HARMLESS FOR ANY DAMAGE OR LOSS TO YOU FROM ACTIVITY CAUSING YOU LOSS DUE TO USE OF YOUR PASSWORD OR ACCOUNT WITH OR WITHOUT YOUR KNOWLEDGE. You will not use the Software in any manner that could disable, overburden or impair the Software or inhibit any other person’s use of the Software through hacking or other means.  SST shall have no obligation to provide any product support for the Software unless SST expressly agrees in writing to provide such support

Registration Requirements. In consideration of your use of the Software, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our registration form (such information being "Your Data").  If you provide any information that is untrue, inaccurate, not current or incomplete, or SST has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, SST has the right to suspend or terminate your account and refuse any and all current or future use of the Software, or any portion thereof.

SST’s Data Privacy Policy. In consideration of your use of the Software, you agree that SST’s data privacy policy at http://www.sstsoftware.com/DataPrivacyPolicy.html, as amended from time to time at SST’s sole discretion, governs all data provided by You or collected in connection with the Software.

 

 

2.Acknowledgement of SST’s Rights.  You acknowledge that the Software contains copyrighted material, trade secrets and other proprietary material that is owned by SST, its Suppliers or its Affiliates.  All imagery, branding, modules, accompanying components and information in the Software is either in direct ownership of SST or has been licensed for consumption and use within the Software.  You agree to having no claim on any part of the Software.

 

3.Use Restrictions. The Software and any related documentation are protected by United States copyright law and international treaty provisions.  You may not copy, modify, adapt, network, rent, lend, loan, lease, sell, distribute, translate into any language, provide commercial or fee-based hosting services, charge any type of access fee, or create derivative works based upon the Software in whole or in part.  You may not use the Software on any network configured for multiple simultaneous users of the Software.  You may not decompile, reverse engineer, disassemble, reduce the Software to a human-perceivable form, or attempt to reconstruct, identify, or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Software by any means whatsoever, except to the extent the foregoing restriction is prohibited by applicable law.  You may not electronically transmit the Software from one computer to another or over a network.  You may not sell, duplicate, transfer, or in any other manner commercially exploit the Software, including with limitation the data or any information contained therein or generated therefrom.  You agree that you and only you are authorized to access and use the Software, and you agree to use your best efforts to prevent unauthorized users from accessing your account.

 

4.Subscriptions or other Support Measures.  Prior to accessing certain features of the Software, you may need to create an account including your unique username and password.  You agree to provide details necessary to establish a user account along with information necessary for subscription invoices that may be valid.  Premium Subscription fees are based either on an annual or monthly amount, and will be billed at the beginning of said period.  You agree to pay subscription fees in a timely manner or have access to your account revoked.  You also agree that subscription fees are generally non-refundable.

 

5.Proprietary Rights. The Software is licensed, and not sold, to you under this EULA.  The Software may contain data as well as coupled modules from partner companies.  The Software is proprietary to SST and/or its suppliers and will remain their exclusive property.  SST and/or its suppliers retain all right, title, and interest in and to all copies of the Software.  You have no ownership and obtain no rights, title or interest to the Software except as set forth in this agreement.  The Software permits you to collect, retain and use certain agricultural data (the “Agricultural Data”) within the Software.  By using the Software, you thereby grant SST and its affiliates a perpetual, irrevocable, exclusive right to use, disclose and distribute the Agricultural Data for the following purposes:

 

Providing additional products and services related to the Agricultural Data;

Improving the Software and other SST products; and

Sharing the Agricultural Data with “Designated Recipients” (as defined below).

The Software permits you to identify and send portions of the Agricultural Data (collectively “Shared Agricultural Data”) to other users of the Software (each such user a “Designated Recipient”).  You represent that you have all rights necessary to collect, retain and use the Agricultural Data with the Software.  You hereby grant SST unrestricted permission to use, disclose and distribute Shared Agricultural Data to each Designated Recipient.  You further grant each Designated Recipient the non-exclusive right to use, disclose and distribute the Shared Agricultural Data within the Software for their own respective purposes based upon permission level granted by You.  These permission levels are divided into two categories: Administrator Rights, and Read Only Rights.  If Administrative Rights are granted to the Designated Recipient, that user receives the non-exclusive right to use, edit, delete, disclose and distribute the Shared Agricultural Data within the Software for their own respective purposes.  If Read Only rights are granted, the Designated Recipient may view and analyze (collectively “Use”) the data but is expressly prohibited from editing, deleting, and sharing the data with any other users of the Software.

 

6.Subscription and Renewals.  You select your initial subscription term, which may be a month, quarter, year, or other mutually agreed period, at the time of order.  Once that term expires, it will automatically renew for successive terms of the same period (but no longer than 1 year each) unless either you or SST notifies the other of non-renewal at least five (5) business days prior to the upcoming expiration date or SST ceases to make the Software available. Renewals are charged at SST's then-current rates unless otherwise agreed, and SST will at its discretion charge you using the credit card on file on or after the expiration date or send you an invoice. "Subscription Term" means the initial term and any renewal term(s).

 

7.Fees and Payments in General.

 

Invoices.  You must pay all fees by their due date specified on the invoice from SST or its affiliates. Late payments are subject to interest charges of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is more, plus all collection expenses.  You will continue to be charged during any period of suspension. In event of any termination, you will pay the unpaid balance due, and if applicable, any accrued interest, collection expenses, and other charges and fees incurred, including but not limited to those determined as a result of any audit performed.  SST or its affiliates may charge such unpaid fees and charges to your credit card or otherwise bill you for such unpaid fees and charges.

In-app Purchases.  You must pay all fees to access the Software.  Any lapse in payment will result in suspension of access and use of the Software until such time as you make payment.

 

8.Data Extraction.  Subject to the terms of this EULA, you own and have the right to use your data but only within the Software.  You are allowed to extract your data but only to the extent allowed by the Software.  SST has no obligation to extract or provide your data in any other or additional forms or formats other than as allowed by the Software.  If you for any reason extract data from the Software, you agree that SST no longer controls such data and shall have no liability for such extracted data.  In addition, you agree to indemnify, defend and hold harmless SST and any of its respective directors, officers, employees, agents, contractors and licensees from and against any and all claims, demands, causes of action, debt or liability, including reasonable legal fees and expenses (“Losses”) incurred by you or any third party as a result of such extracted data.

 

9.License Transferability.  SST may, in its sole discretion, transfer all or part of its rights in the Software to any third-party.  You may not assign this EULA or any of the rights or licenses granted under this EULA or rent, lease, or lend the Software to any person or entity without the written consent of SST.  Any attempted sublicense, transfer, or assignment in violation of this EULA is void.  You acknowledge that the Software contains proprietary trade secrets of SST.

 

10.Suggestions.  If you elect to provide or make available to SST any suggestions, comments, ideas, improvements, or other feedback or materials related to any SST product or otherwise (collectively “Suggestions”), SST will be free to use, disclose, reproduce, modify, license, transfer and otherwise utilize and distribute your Suggestions in any manner.  You will be entitled to no compensation or credit for, nor gain any right, title or interest in or to, any product of SST that incorporates or otherwise is based on your Suggestions, including without limitation any upgrades or changes to the Software.

 

11.Termination.  This EULA is effective until terminated. You may terminate this EULA at any time by destroying the Software, related documentation, and all copies of the Software, and then promptly thereafter providing SST written notice of your intent to terminate the EULA. This EULA will terminate immediately without notice from SST if you fail to comply with any provision herein. Upon termination, all license rights granted to you shall immediately terminate, your username and password will be deactivated, and you must destroy the Software, related documentation and all copies thereof.  However, all other provisions of this EULA shall survive such termination.

 

SST may terminate this EULA in its entirety effective immediately upon written notice to you if:

i.you breach any paragraph in this EULA; or

ii.you fail to pay any portion of the fees within ten (10) days after receiving written notice from SST that payment is past due.

 

SST may terminate this EULA in its entirety effective immediately upon written notice to you if you:

i.terminate or suspend your business;

ii.become insolvent, admit in writing your inability to pay your debts as they mature, make an assignment for the benefit of creditors; or become subject to control of a trustee, receiver or similar authority; or

iii.become subject to any bankruptcy or insolvency proceeding.

 

12.Indemnification for Use of Agricultural Data.

 

Notwithstanding anything to the contrary in this Agreement, you shall indemnify, hold harmless and defend, at your own expense, all suits, claims, or proceedings against SST for alleged infringement of any patents, trademark, or copyrights, or misappropriation trade secrets ("Actions") where such actions arise from the Agricultural Data, including but not limited to any Shared Agricultural Data, that you collected, stored, sent or received. You shall pay all sums, including attorneys’ fees, which by settlement agreement, judgment or decree in any Actions, may be assessed against SST related thereto. SST will provide you written notice of any Actions against SST, will tender its defense to you, and give you assistance and authority to assume its defense through its own counsel and, with the approval of SST, to compromise or settle any Actions. The provisions of this paragraph shall survive the cancellation, termination, or expiration of this EULA.  As a breach of the foregoing provisions may give rise to damages suffered by you which may be difficult if not impossible to ascertain, SST may at its option obtain specific enforcement of your obligations set forth in this paragraph.

You agree to indemnify, defend and hold harmless SST and any of its respective directors, officers, employees, agents, contractors and licensees from and against any and all Losses incurred in connection with any third party claim based upon or otherwise arising out of a claim alleging facts that would constitute a breach of your representations, warranties or covenants. Notwithstanding anything set forth herein, in no event will SST have any obligations or liability under this EULA arising from any claim relating to content, information or data provided or made available to SST by you.

 

13.Warranty.  You expressly acknowledge and agree that use of the Software is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.

 

INSTALLATION OF THIS SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE. THE SOFTWARE AND RELATED DOCUMENTATION ARE PROVIDED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND SST EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF ACCURACY, OF QUIET ENJOYMENT, OF NON-INFRINGEMENT AND OF FITNESS FOR A PARTICULAR PURPOSE. SST DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

 

THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, SST DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SST OR SST’S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. ACCORDINGLY, THE SOFTWARE (INCLUDING ANY DATA, FORMULAS, EQUATIONS OR OTHER CALCULATIONS) IS PROVIDED TO YOU AS-IS, AND YOU THEREFORE ASSUME ALL LIABILITY FOR THE USE OF ANY RESULTS PRODUCED OR NOT PRODUCED BY THE SOFTWARE. YOU FURTHER ASSUME ALL RISK FOR THE USE OF RESULTS PRODUCED BY THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, ANY RISKS ASSOCIATED WITH PLANTING, HARVESTING, SELLING OR BUYING ANY AGRICULTURAL PRODUCTS BASED UPON ANY RECOMMENDATION, LACK OF RECOMMENDATION, OR OTHER RESULT PRODUCED BY THE SOFTWARE SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT SST OR SST’S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE SOFTWARE MAY NOT BE USED FOR SAFETY OF LIFE APPLICATIONS, OR FOR ANY OTHER APPLICATION IN WHICH THE ACCURACY OR RELIABILITY OF THE SOFTWARE COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR.  DO NOT ATTEMPT TO CONFIGURE THE SOFTWARE OR INPUT INFORMATION WHILE DRIVING.  FAILURE TO PAY FULL ATTENTION TO THE OPERATION OF YOUR VEHICLE COULD RESULT IN DEATH, SERIOUS INJURY, OR PROPERTY DAMAGE.

 

BY USING THIS SOFTWARE, YOU ASSUME ALL RESPONSIBILITY AND RISK.  UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL SST, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR RELATED TO THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) AND EVEN IF SST OR SST’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SST’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.  THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that SST may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of SST’s liability shall be the minimum permitted under such applicable law.

 

14.Limitations of Liability.  UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL SST, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, OR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING OUT OF OR RELATED TO THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) AND EVEN IF SST OR SST’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL SST’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES AND LOSSES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.  THE FOREGOING LIMITATION WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 

 

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations and disclaimers may not apply to you.  To the extent that SST may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of SST’s liability shall be the minimum permitted under such applicable law.

 

15.Notices from SST Software and its Suppliers.

 

 You agree to accept notices from SST and/or its affiliates and/or its suppliers by email, SMS messages, or in app notices regarding the Software, modules, accompanying components, partner products, updates, upgrades, account maintenance or other services offered by SST or our suppliers.  Notices may be related to software trials, testing, software licenses currently or previously held by you, accounts created by you or on your behalf by a member of your organization.  You have the right to unsubscribe from any mass email services or SMS Messages and will be provide the opportunity to do so within such email or SMS Message notifications.

In addition to the notices set forth in paragraph 15(a), you agree to accept notices from SST by personal mail or phone calls regarding billing statements, changes to SST policies and/or procedures, and other changes, revisions, modifications, or the like affecting your account or this license.

 

16.Collected Information and Communications.

 

Our primary goal in collecting personal information is to enable us to provide you with superior and customized service.  Collected information allows us to quickly identify you when providing support services, notify you of updates, changes, billing, and information that will help you utilize the Software, services, modules and other accompanying components and tools provided to your fullest advantage. You understand SST may use your email, phone, personal mobile device, or address for communication related to products and initiative created to enhance the value and usefulness of the Software and its containing modules and components.  Communications include product updates, SST updates, news, event notifications, newsletters, and other SST or supplier business related items.  You may opt-out (un-subscribe) from any mass email service at any time by using the unsubscribe link located within each mass communication email or SMS Message.

You understand and acknowledge that users who access and use the Software will be uploading data and other information that will be captured and synchronized to SST’s servers. Once such data and information has been captured and synchronized to SST’s servers, you agree that such data and information shall become part of SST’s database(s). You agree to grant SST an irrevocable, royalty-free, perpetual worldwide license to any data and information you uploaded or synchronized to its servers.  You acknowledge that you shall have no right to prevent such data and information from becoming part of SST’s database(s) and shall have no right to demand or otherwise request SST remove such data and information from SST’s database(s). Furthermore, you agree that you have any and all necessary consents or agreements to upload and synchronize data and information into the Software and to allow such data and information to become a part of SST’s database(s). SST shall have no obligation to purge its database(s) or the like of any data or information uploaded or synchronized to its servers.

 

17.No Obligation to Support Users of Non-SST Software.  SST shall have no obligation or responsibility to provide any support services to end-users who access or use the Software from non-SST products, services, or software.  If SST provides any such support services, support fees will be charged to you.

 

18.Order of Precedence.  In the event of conflict or inconsistency among EULAs or if there is a question as to which EULA controls, the following order of precedence shall apply:

 

SST’s EULA shall control and take precedence if you are using SST products, services, or software to access and use the Software;

If you are using non-SST products, services, or software to access and use the Software, then the terms and conditions of such company’s EULA shall control;

Notwithstanding 18(b), SST’s EULA shall supersede, control and take precedence over conflicting or inconsistency terms you may encounter regarding activities related to your syncing or uploading of data.

 

19.U. S. Government Restricted Rights.  The Software is provided with RESTRICTED RIGHTS.  Use, duplication, or disclosure by the U. S. Government is subject to restrictions as set forth in subparagraph C (1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.  Manufacturer is: SST Development Group, Inc., 824 N. Country Club Rd., Stillwater, OK 74075, USA.

 

20.Confidentiality.  Except as otherwise set forth herein, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains ("Receiving Party") from the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any SST Technology, performance information relating to the Software, and the terms and conditions of this EULA shall be deemed Confidential Information of SST without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

 

21.License Certifications and Audits.  Upon SST’s written request, you will provide SST with a signed certification certifying that the Software being used is pursuant to the terms of this EULA, including any access and user limitations. With prior reasonable notice of at least ten (10) days, SST (or its authorized agent) may audit your use of the Software, provided such audit is during regular business hours. You will provide reasonable assistance and access to information in the course of any audit. You agree to be responsible for such audit costs only in the event the audit reveals that your use of the Software is not in accordance with the permitted scope of use. In the event that any certification or audit reveals that you have exceeded your permitted use, SST may invoice you for any past or ongoing excessive use and you will pay the invoice in accordance with the Fees and Payment paragraph set forth herein. This remedy is without prejudice to any other remedies available to SST at law or equity or under this EULA.

 

22.Export Control.  The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Software to countries or persons prohibited under the export control laws. By using the Software, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export or re-export of the Software.

 

23. Taxes.  You shall be responsible for the payment of all sales, use and similar taxes relating to the license of the Software.

 

24.Complete Agreement/Waiver.  This EULA constitutes the entire agreement between you and SST and supersedes any proposal or prior agreement, oral or written, and any other communications between you and SST Software relating to the subject matter of this license. Any changes to this EULA must be made in writing, signed by an authorized representative of SST.  If any of the provisions or parts of this EULA are determined to be illegal, invalid or unenforceable in any respect under any applicable statute or rule of law, such provisions or parts shall be reformed to best effectuate the intent of the parties hereto and permit enforcement thereof and hereof and remain in full force and effect to the extent not illegal, invalid or unenforceable, and the validity, legality, and enforceability of each other provision hereof shall not in any way be affected or impaired by such provision. No waiver of any term of this EULA shall be deemed a further or continuing waiver of such term or any other term.

 

25.Governing Law.  This EULA is governed by the laws of the State of Oklahoma, as applied to agreements entered into and to be performed entirely within the State of Oklahoma between Oklahoma residents. With respect to actions arising under this license, each of licensor and licensee hereby: (1) submit to the jurisdiction of any state or federal court seated in Stillwater, Oklahoma and encompassing such city in its territorial jurisdiction; and (2) WAIVE ANY CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM.

 

26.Forum.  This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act, and any adaptations thereof adopted by any jurisdiction, the application of which is expressly excluded.  Any translation of this EULA is done for local requirements and in the event of a dispute between the English and non-English versions, the English version of this EULA shall govern.

 

27.Third Party Rights.  Other than as expressly set out in this EULA, this EULA does not create any rights for any person who is not a party to it, and no person who is not a party to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it.

 

28.Construction.  The headings of paragraphs of this EULA are for convenience and are not to be used in interpreting this EULA. As used in this EULA, the word ‘including’ means “including but not limited to.”

 

29.End-User Terms Required by Apple, Applicable to Apple Products.  Only You acknowledge and agree that (i) this EULA is concluded between you and SST, and not Apple, Inc. (“Apple”); (ii) SST, and not Apple, is solely responsible for the Software; (iii) Apple has no responsibility whatsoever to furnish any maintenance and support service with respect to the Software; (iv) in the event of any failure of the Software to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the Software; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Software; (vi) Apple is not responsible for any claims that you have arising out of your use of the Software; (vii) Apple will have no responsibility whatsoever for the investigation, defense, settlement or discharge of any third-party claim that the Software infringes that third party’s intellectual property rights; and (viii) Apple and its subsidiaries are third party beneficiaries of this EULA and, upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the rights) as third party beneficiary to enforce this EULA against you.  You represent and warrant that:  (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

 

YOUR USE OF THIS SOFTWARE AND/OR APPLICATION IS AT YOUR OWN RISK.  THE SOFTWARE AND/OR APPLICATION MAY NOT BE ACCURATE.

 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTAND THIS AGREEMENT, AND YOU UNDERSTAND THAT BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. YOU FURTHER AGREE THAT, EXCEPT FOR SEPARATE WRITTEN AGREEMENTS, IF ANY, BETWEEN SST AND YOU SIGNED BY BOTH SST AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.