ProtoBots: EULA

End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SERVICES/SOFTWARE. THIS AGREEMENT REPRESENTS A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND XOPOLIS, INC. (“WE,” “US,” “OUR” or “LICENSOR”) FOR THE USE OF THE SERVICE/SOFTWARE. BY DOWNLOADING, INSTALLING, OR USING THE SERVICE/SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, OR USE THE SERVICE/SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR LICENSEE’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SOFTWARE THAT LICENSEE DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF LICENSOR’S SERVICE/SOFTWARE.

AGREEMENT

This Agreement is effective between you and Licensor as of the date you first download, install, or use the Service/Software, whichever is earliest. You are responsible for reading and complying with any amended version of this Agreement that is made available by Licensor via the Service/Software or the applicable web browser download page or that is available at EULA. LICENSE GRANT Subject to the terms and conditions of this EULA and the Terms of Use, which terms are incorporated into this document, we grant you a non-exclusive, non-transferable, limited, and revocable license to use the Service/Software for commercial purposes. You may not copy, modify, distribute, sell, or transfer the Service/Software or any part thereof. You may not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Service/Software. Without limiting the generality of anything herein, you acknowledge and agree that the Service/Software may collect user or device data for the purposes of providing services or functions that are relevant to use of the Service/Software. Without limiting the generality of anything herein, you are responsible for complying with applicable laws and government regulations in your use of the Service/Software.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

The Service/Software is owned and copyrighted, or licensed as necessary, by the licensor. All rights not expressly granted in this EULA are reserved by the licensor. You acknowledge that the Service/Software and its source code contain valuable trade secrets and other intellectual property of the licensor. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service/Software.

YOUR RESPONSIBILITIES

You are responsible for all activities that occur under your account regardless of whether the activities are authorized by you or undertaken by a third party (including your end users). You will ensure that your use of the Services does not violate any applicable law. You and all of your end users must agree to the Terms of Use associated with the Service. You are responsible for ensuring your end users agree to and comply with the Terms of Use, as such may be modified from time-to-time, and you are responsible for any violations of the Terms of Use by you or your end users. Without limiting the foregoing, you are solely responsible for ensuring that all data you and your end users provide to us or input in the Services has been collected, provided to us or inputted in the Services, and transferred to the jurisdictions where we and our service providers are located in full compliance with all applicable laws and regulations, including without limitation applicable data protection and privacy laws.

PRIVACY POLICY

By using the Service/Software, you acknowledge and agree to Licensor’s privacy statement available at Privacy policy as may be amended from time to time (“Privacy Policy”).

FEEDBACK

For any suggestions, enhancement requests, recommendations, corrections, or other feedback (“Feedback”) you provide or otherwise make available to Licensor, whether related to the Service/Software or otherwise: you hereby acknowledge and agree that such Feedback is not confidential, and that your provision of such Feedback is gratuitous, unsolicited, and without restriction, and does not place Licensor under any fiduciary or other obligation; and you hereby assign to Licensor all intellectual property rights to such Feedback including the right to reproduce, distribute, perform and display (publicly or otherwise), create derivative works of, adapt, modify, and otherwise use, analyze, and exploit such Feedback, in any format or media now known or hereafter developed, and for any purpose.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that, in connection with your use of the Service/Software, you will supply truthful and accurate information to Licensor and will comply with all applicable laws.

DISCLAIMER OF WARRANTIES

THE SERVICE/SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SERVICE/SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE/SOFTWARE WILL BE CORRECTED.

LIMITATION OF LIABILITY

IN NO EVENT WILL LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES/SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE THREE (3) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNITY

You agree to indemnify and hold Licensor and its officers, directors, employees, agents, affiliates, successors and assigns harmless from and against any and all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or related to your breach of this EULA or your use of the Service/Software. Licensor does not indemnify you against any and all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) arising out of or related to your use of the Service/Software, or any output generated by the Service/Software.

ASSIGNMENT

You may not assign or transfer this EULA or any rights or obligations hereunder, in whole or in part, without our prior written consent of Licensor. Any attempted assignment or transfer in violation of this section shall be void and of no effect. We may assign this EULA without restriction.

TERMINATION

This EULA will terminate automatically if you fail to comply with any of its terms and conditions. Upon termination, you must immediately cease all use of the Service/Software. Licensor may terminate this EULA at any time, with or without notice, for any reason or no reason. Upon termination, all rights and obligations of the parties shall cease, except that any rights or obligations which by their nature should survive termination shall survive.

SEVERABILITY

If any provision of this EULA is held to be unlawful, void, or unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law. Whether or not such provision can be changed, interpreted, or both, to accomplish the objectives of that provision, that provision or part of the provision is deemed severable from this EULA and the remaining provisions will continue in full force and effect.

GOVERNING LAW AND JURISDICTION

This EULA is governed by and construed in accordance with the laws of either the Commonwealth of Virginia or the United States of America, depending on the cause of action and without regard to their conflict of law provisions. Any dispute shall be brought in either Fairfax County, Virginia or the Eastern District of Virginia. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Virginia.

ATTORNEY’S FEES

In the event of litigation to enforce this EULA, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs.

EXPORT

You may not use or otherwise export or re-export the Service/Software except as authorized by United States law and the laws of the jurisdiction in which the Service/Software was obtained. In particular, but without limitation, the Service/Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service/Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Service/Software for any purposes prohibited by United States law, including, for example and without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

CONFIDENTIALITY

You acknowledge and agree that the Service/Software contains confidential and proprietary information of Licensor. You shall not disclose such Confidential Information to any third party and shall use such Confidential Information only as necessary in exercising your rights and obligations under this EULA.

MISCELLANEOUS

This EULA, the Legal Terms, and the Privacy Policy, along with any other policies or operating rules posted by Licensor on the SERVICE/SOFTWARE or in respect to the SERVICE/SOFTWARE, constitute the entire agreement between you and Licensor and supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this EULA. No waiver of any of the provisions of this EULA shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of this EULA is held invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this EULA shall continue in full force and effect. You may not assign or transfer this EULA or any rights hereunder, by operation of law or otherwise, without our prior written consent and any attempt by you to do so, without such consent, will be void. This EULA shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns.