This End-User License Agreement (this “EULA”) is a legal agreement between the Licensee and MindPoint Group, LLC (“Licensor”),the author of Peregrine, including all HTML files, XML files, Java files, graphics files, animation files, data files, technology, development tools, scripts and programs, both in object code and source code (the “Software”), the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and “online” or electronic documentation.
By installing, copying, or otherwise using the Software, Licensee agrees to be bound by the terms and conditions set forth in this EULA. If Licensee does not agree to the terms and conditions set forth in this EULA, thenLicensee may not download, install, or use the Software.
1. Grant of License
A) Scope of License. Subject to the terms of this EULA, Licensor hereby grants to Licensee a royalty-free, non-exclusive license to possess and to use a copy of the Software.
B) Installation and Use. Licensee may install and use an unlimited number of copies of the Software and make multiple back-up copies of the Software, solely forLicensee's business use.
C) Reproduction and Distribution. Licensee may reproduce and distribute an unlimited number of copies of the Software, provided each copy shall be a true and complete copy, including all intellectual property notices, and shall be accompanied by a copy of thisEULA. Licensee is not allowed to charge for distributing the Software, either for profit or to recover media and distribution costs.
2. Description of Rights and Limitations
A) Limitations. Licensee and third parties may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding the limitation.
B) Separation of Components. The Software is licensed as a single product. Its components may not be separated for use on more than one computer.
3. Title to Software. Licensor represents and warrants that it has the legal right to enter into and perform its obligations under this EULA, and that use by the Licensee of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual property rights of any third parties.
4. Intellectual Property. All now known or hereafter known tangible and intangible rights, title, interest, copyrights and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Licensor. The Software is protected by all applicable copyright laws and international treaties.
5. Support. Licensor may provide email support, available during normal business hours. There are no commitments to support or defined response times without a separate, valid support agreement.
6. Duration. This EULA is effective until terminated by the Licensor or Licensee. The Licensor may, at its sole discretion, at any time and for any reason, terminate or suspend this EULA with or without prior notice to the Licensee. The EULA will terminate immediately, without prior notice from the Licensor, in the event that the Licensee fails to comply with any terms of the EULA. The Licensor may terminate the EULA by ceasing use and destroying all copies of theSoftware.
Termination of this EULA will not limit the Licensor’s rights or remedies in case of breach of the EULA by the Licensee.
In the event this EULA is terminated, Licensee must cease use of theSoftware and destroy all copies of the Software.
7. Jurisdiction. This EULA shall be deemed to have been made in, and shall be construed pursuant to the laws of theCommonwealth of Virginia, without regard to conflicts of laws provisions thereof. Any legal action or proceeding relating to this EULA shall be brought exclusively in courts located in McLean, VA, and each party consents to the jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees. This EULA is made within the exclusive jurisdiction of theUnited States, and its jurisdiction shall supersede any other jurisdiction of either party’s election.
8. Non-Transferable. This EULA is not assignable or transferable by Licensee, and any attempt to do so would be void.
9. Indemnification. Licensee agrees to indemnify and hold harmless the Licensor and its parents, subsidiaries, affiliates, officers, employees, and agents from any claim or demand, including reasonable attorney’s fees due to or arising from Licensee’s: use of the Software; violation of theEULA or any law or regulation; or violation of any right of a third party.
10. Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power here under preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
11. Trial Period. The program may be made available for a 30-day trial. Thereafter, to continue the use of the program, the Licensee is required to activate an account and receive a new activation key that aligns with the Licensee's subscription duration.
12. Warranty Disclaimer. licensor, AND AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIM ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING,WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE ACCEPTS ANY AND ALL RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE.
13. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL,INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE LIABILITY TO LICENSEE, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH LICENSEE, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE.
14. Entire Agreement. This EULA constitutes the entire agreement between Licensor and Licensee and supersedes all prior understandings of Licensor and Licensee, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.
For additional information regarding this EULA, please contact:
MindPoint Group
Attn: Contracts Department
8200 Greensboro Drive Suite 900
McLean, VA 22102
contracts@minpointgroup.com
