Wireless Sensor Technologies, Inc. (DBA GoToTags)
License Agreement for GoToTags .NET SDK
Last Updated November 8th, 2016
IMPORTANT – READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between the You, the Licensee (hereinafter “You”, either an individual or a corporate entity you represent) and GoToTags, a USA corporation (“GoToTags”) for the .NET SDK software, which includes computer software and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services (“the Software”). This End-User License Agreement governs your use of the Software. The purpose of this license is to allow you to use the Software and any updates thereto provided by GoToTags during the Term on the terms and conditions stated in this license agreement.
PLEASE NOTE THAT BY INSTALLING OR OTHERWISE USING THE SOFTWARE YOU AGREE TO ABIDE THE TERMS AND BE BOUND BY THE TERMS OF THIS EULA AND A LEGALLY BINDING AGREEMENT IS CREATED BETWEEN GOTOTAGS AND YOU. GOTOTAGS OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SOFTWARE AND PERMITS YOU TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THESE TERMS. YOUR USE OF THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THE EULA. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY, OR USE THE SOFTWARE.
1. REGISTRATION. When you register with GoToTags for a Software License, you acknowledge and agree that you will (a) provide true, accurate, current, and complete information as requested by the registration form and (b) maintain and update this registration information to keep it true, accurate, current, and complete. GoToTags reserves the right to refuse Software licensing, or terminate the license, in its sole discretion, if you provide registration information which is false, inaccurate, not current, or incomplete. This EULA is made effective beginning on the date on which you first accept this EULA or download, install, load or otherwise use the Software (whichever occurs first) (the “Start Date”).
2. DEVELOPMENT LICENSE GRANT. For each license of the Software purchased by you, GoToTags grants you a non-exclusive, non-transferable, perpetual, worldwide license to install the Software on a personal computer and use the Software, including its documentation and sample code, in the development of end user software. You may install the Software on one additional development computer, such as a laptop computer, when your primary development computer is not available. You may also install the Software on up to two additional “build” machines in use by other developers, provided that the other developers are not programming with the Software. Only one named developer is permitted to program using the Software for each license purchased. Additional licenses, (including licenses for additional developers and/or additional build machines) may be procured at discounted pricing by contacting GoToTags. The license granted hereunder applies only to the designated version of the accompanying Software. If the Software is an upgrade, it, and the product that was upgraded constitutes a single copy of the Software for purposes hereof and the new version and product that was upgraded may only be used by the same named programmer.
3. DEPLOYMENT LICENSE GRANT. GoToTags grants you (and only you) a non-exclusive, non-transferable, worldwide license to reproduce (and have reproduced) exact copies of the Software and include such files in the End User Software, and to make Internal Deployments, Hosted Service Deployments and Commercial Deployments of the End User Software, to end users for their use, without further distribution, subject to the terms and conditions in this license agreement.
4. EVALUATION LICENSE. If you are using an “evaluation version” of the Software, then the licenses granted hereunder are limited as follows: (a) Licensee is granted a license to use the Software for a period of 14 days counted from the day of trial license key delivery to you (the “Evaluation Period”) solely for purposes of evaluation and testing the Software to determine if you wish to purchase a license for the release version of the Software; (b) upon completion of the Evaluation Period, You shall either delete the Software from the computer containing the installation, or obtain a paid license of the Software from GoToTags or any of its resellers; and (c) any End User Software developed with the evaluation version of the Software may not be deployed other than internally for testing purposes, and will not be distributed or used for any purpose other than evaluating the functionality and performance of the Software.
5. LICENSE FEES AND PAYMENTS
You shall pay GoToTags all applicable fees and charges for using the Software as set forth in an appropriate invoice or other purchase documentation.
6. INTELLECTUAL PROPERTY RIGHTS. GoToTags owns all right, title, copyright, and other intellectual property rights and interest in the Software, any documentation and related material and any copies thereof and retains all such rights. Except as expressly granted in this EULA; no license, right or interest in any GoToTags patent, trademark, copyright, trade name or service mark is granted hereunder. The Software is licensed, not sold. In return for the consideration provided hereunder by GoToTags, you agree not to assert against GoToTags any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights.
7. LICENSE RESTRICTIONS. You agree not to (a) attempt to reverse engineer, decompile, translate, or disassemble the Software (b) rent, lease, or transfer the Software.
8. TERMS AND TERMINATION. The term of this EULA and the license granted herein shall begin on the Start Date, as defined above, and shall continue as long as you are in compliance with the terms specified within, unless agreed otherwise in writing. The evaluation term is 14 days, unless agreed otherwise in writing. Without prejudice to any other rights, GoToTags may terminate this EULA immediately at any time without notice. Notwithstanding anything to the contrary herein, this EULA shall immediately terminate, without the requirement of any notice from GoToTags to you, upon your failure to comply with or breach of any term or provision of this EULA. Upon expiration or termination of this agreement you shall (a) immediately cease use of the Software and (b) destroy all copies of the Software and any item containing confidential information, and all of its component parts, within your possession. You may terminate this Agreement upon notice to GoToTags via electronic mail. Your termination of the Agreement will result of your Software license being deactivated. All restrictions prohibiting Licensee’s use of the Software and intellectual property provisions relating to the Software running to the benefit of GoToTags will survive termination of the license pursuant hereto. Termination will not affect properly granted end user licenses of the End User Software distributed by Licensee prior to termination, provided all fees have been paid for such end user licenses granted by Licensee.
9. CONSENT TO USE OF DATA. You agree that GoToTags and its affiliates may collect and use technical information and data gathered as part of the product support services provided to you, if any, related to the Software. GoToTags may use this information solely to improve its products and services or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you, without your consent.
10. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to any updates of the Software that GoToTags may provide to you or make available to you after the date you obtain your initial copy of the Software, unless other terms are provided along with the update.
11. CONFIDENTIALITY. You acknowledge that the Software, and any documentation etc., contains confidential and proprietary information. You agree to maintain the confidentiality of the Software and documentation during the term of this Agreement. For a period of 10 years after expiration or termination of this Agreement, you agree that the documentation shall be treated as confidential information. The Software shall be treated as confidential in perpetuity. You agree to take commercially reasonable steps to ensure that confidential information is not disclosed or distributed by you.
12. DISCLAIMER OF WARRANTY. The Software is provided on a strictly “as is” basis. GoToTags shall have no obligation to correct errors in, provide updates for or otherwise support the Software. You bear the risk of using it. GoToTags does not give any express or statutory representations, warranties, guarantees or conditions. GoToTags also excludes all implied warranties, including any warranty of merchantability, title, durability, fitness for a particular purpose and non-infringement etc. Nothing in this Agreement shall affect those statutory rights which you may be entitled to as a consumer and that you cannot contractually agree to alter or waive. The limitations and exclusions of liability do not apply if and to the extent (a) you sustain damages which were caused by gross negligence or willful misconduct of GoToTags.
13. NO SUPPORT. GoToTags does not have any obligation to provide any support services for the Software or any portion thereof.
14. LIMITATION OF LIABILITY AND REMEDIES. (a) Under no circumstances including negligence (unless otherwise required by applicable law), shall GoToTags (including breach of any warranty hereunder) be liable for any direct, indirect, punitive, special, incidental, or consequential damages that result from your use of the Software or related documentation or in connection with or arising out of or relating to this Agreement (including loss of business, revenue, profits, use, data, or other economic advantage), even if any exclusive remedy provided for in this Agreement fails of its essential purpose and even if GoToTags or a GoToTags authorized representative has been advised of the possibility of such damages. (b) Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of GoToTags and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder shall be limited to the actual damages you incur in reasonable reliance on the Software up to $100 USD. In no event shall GoToTags’s aggregate liability for all incidents during the term of the Agreement exceed $100 USD. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. (c) In order to be entitled to any indemnification or compensation from GoToTags you must (i) promptly notify GoToTags in writing of the Claims (whether or not litigation or other proceeding has been filed or served), (ii) give GoToTags, at GoToTags’s option and expense, sole control over the defense and/or settlement of the Claims, and (iii) at your own expense, you shall cooperate with GoToTags in all reasonable aspects in connection with the defense of any such claim. GoToTags shall have no liability to you in the event that you have failed to comply with the terms of this Agreement.
15. INDEMNIFICATION. Your use of the licensed Software constitutes your agreement to defend, indemnify, and hold harmless GoToTags, its parents and affiliates, and their respective employees, contractors, officers, and directors, from and against any actions, claims, demands, liability and expenses, including reasonable attorneys’ fees, arising out of your use or misuse of the licensed Software and the rights granted under this Agreement. You agree that GoToTags may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve such rights, in addition to any other available remedies.
16. GOVERNING LAW. This EULA will be governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State of Delaware notwithstanding the application of any conflicts of law rules. Exclusive venue over all disputes arising under or relating to this Agreement shall be in the federal or state courts of King County, WA.
17. ENTIRE AGREEMENT, SEVERABILITY. This EULA (including any addendum or amendment to this EULA which may be included with the Software, digitally or otherwise) constitutes the entire agreement between the parties concerning your use of the Software. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
18. MODIFICATION. GoToTags reserves the right, at its discretion, to update or revise the EULA at any time with 30 days’ notice. GoToTags will post such changes on the Website or otherwise communicate such terms to you and these additional or revised terms will become part of the EULA. Please check the EULA or the Website periodically for changes. Your continued use of the licensed Software constitutes your binding acceptance of the EULA, including any changes or modifications made by GoToTags as permitted above.
19. NO ASSIGNMENT. You shall not, without the prior written consent of GoToTags, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. GoToTags may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA. For the avoidance of doubt: you may not transfer, assign, license, sublicense, redistribute, deal etc. any rights under this EULA or any tools, dongles etc. related to such rights to any third party without the prior written consent of GoToTags.
20. EXPORT RESTRICTIONS. You may not download, export, or re-export the Software (a) into, or to a national or resident of, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
21. NO PARTNERSHIP. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between GoToTags and you. Neither party hereto shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.