Last revision date: March 5, 2019
IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT (“Agreement”) BETWEEN YOU (THE CUSTOMER, EITHER AS AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AS AN ENTITY) AND SHOREDITCH OPS. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING ARTILLERY PRO AND RELATED SOFTWARE COMPONENTS (“SOFTWARE”). IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.
In order to use the Software under this Agreement, you must receive a license key at the time of purchase, in accordance with the scope of use and other terms specified for each type of Software and as set forth in this Section 1 of this Agreement.
1. License Grant
1.1 General Use. This Agreement grants you a non-exclusive, non-transferable, limited license to the use rights for the Software, without the right to grant sublicenses, subject to the terms and conditions in this Agreement. The Software is licensed, not sold.
1.2 Archive Copies. You are entitled to make a reasonable amount of copies of the Software for archival purposes. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product.
1.3 Electronic Delivery. All Software and license documentation shall be delivered by electronic means unless otherwise specified on the applicable invoice or at the time of purchase. Software shall be deemed delivered when it is made available for download for you by Shoreditch Ops (“Delivery”).
2. Modifications. No Modifications may be created of the original software. “Modification” means: (a) any addition to or deletion from the contents of a file included in the original Software (b) any new file that contains any part of the original Software.
3. Restricted Uses.
3.1 You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Software for time sharing, hosting, service provider or like purposes, except as expressly permitted under this Agreement; (c) redistribute the Software as part of a product, "appliance" or "virtual server"; (d) redistribute the Software on any server which is not directly under your control; (e) remove any product identification, proprietary, copyright or other notices contained in the Software; (f) modify any part of the Software, create a derivative work of any part of the Software (except as permitted in Section 4), or incorporate the Software, except to the extent expressly authorized in writing by Shoreditch Ops; (g) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software; (h) utilize any equipment, device, software, or other means designed to circumvent or remove any form of Source URL or copy protection used by Shoreditch Ops in connection with the Software, or use the Software together with any authorization code, Source URL, serial number, or other copy protection device not supplied by Shoreditch Ops; (i) use the Software to develop a product which is competitive with any Shoreditch Ops product offerings; or (j) use unauthorized Source URLS or license key(s) or distribute or publish Source URLs or license key(s), except as may be expressly permitted by Shoreditch Ops in writing. If your unique license is ever published, Shoreditch Ops reserves the right to terminate your access without notice.
3.2 UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE AS PART OF A PRODUCT OR SERVICE THAT PROVIDES SIMILAR FUNCTIONALITY TO THE SOFTWARE ITSELF.
4. Ownership. Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Shoreditch Ops and its suppliers have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software, and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.
5. Fees and Payment. The Software license fees will be due and payable in full as set forth in the applicable invoice or at the time of purchase. If the Software does not function properly within two weeks of purchase, please contact us within those two weeks for a refund. You shall be responsible for all taxes, withholdings, duties and levies arising from the order (excluding taxes based on the net income of Shoreditch Ops).
6. Support, Maintenance and Services. Subject to the terms and conditions of this Agreement, as set forth in your invoice, and as set forth on the Artillery Pro support page (https://artillery.io/pro), support and maintenance services may be included with the purchase of your license subscription.
7. Term of Agreement.
7.1 Term. This Agreement is effective as of the Delivery of the Software and expires at such time as all license and service subscriptions hereunder have expired in accordance with their own terms (the “Term”). For clarification, the term of your license under this Agreement may be perpetual, limited for Evaluation Version, or designated as a fixed-term license in the Invoice, and shall be specified at your time of purchase. Either party may terminate this Agreement (including all related Invoices) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach, provided that Shoreditch Ops may terminate this Agreement immediately upon any breach of Section 3 or if you exceed any other restrictions contained in Section 1, unless otherwise specified in this agreement; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
7.2 Termination. Upon any termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof.
7.3 Expiration of License. Upon the expiration of any term under this Agreement, (a) all Software updates and services pursuant to the license shall cease, (b) you may only continue to run existing installations of the Software, (c) you may not install the Software on any additional Hosts, and (d) any new installation of the Software shall require the purchase of a new license subscription from Shoreditch Ops.
8. Disclaimer of Warranties. The Software is provided "as is," with all faults, defects and errors, and without warranty of any kind. Shoreditch Ops does not warrant that the Software will be free of bugs, errors, or other defects, and Shoreditch Ops shall have no liability of any kind for the use of or inability to use the Software, the Software content or any associated service, and you acknowledge that it is not technically practicable for Shoreditch Ops to do so.
To the maximum extent permitted by applicable law, Shoreditch Ops disclaims all warranties, express, implied, arising by law or otherwise, regarding the Software, the Software content and their respective performance or suitability for your intended use, including without limitation any implied warranty of merchantability, fitness for a particular purpose.
9. Limitation of Liability.
In no event will Shoreditch Ops be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Software, the Software content or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Shoreditch Ops has been advised of the possibility of such damages.
In no event will Shoreditch Ops' liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit.
10. Remedies. Your exclusive remedy and Shoreditch Ops’ entire liability for breach of this Agreement shall be limited, at Shoreditch Ops’ sole and exclusive discretion, to (a) replacement of any defective software or documentation; or (b) refund of the license fee paid to Shoreditch Ops, payable in accordance with Shoreditch Ops' refund policy.
11.1 Consent to the Use of Data. You agree that Shoreditch Ops and its affiliates may collect and use technical information gathered as part of the product support services. Shoreditch Ops may use this information solely to improve products and services and will not disclose this information in a form that personally identifies individuals or organizations.
11.2 Verification. We or a certified auditor acting on our behalf, may, upon its reasonable request and at its expense, audit you with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to your place of business. Any such in-person audit shall be conducted during regular business hours at your facilities and shall not unreasonably interfere with your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that you are using the Software in a way that is in material violation of the terms of the EULA, then you shall pay our reasonable costs of conducting the audit. In the case of a material violation, you agree to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative, We reserve the right, at our sole option, to terminate the licenses for the Software.
11.3 Government End Users. If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software". All other terms and conditions of this Agreement apply.
12. Third Party Software. Examples included in Software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions. Third Party Software does not comprise part of the Software. In some cases, access to Third Party Software may be included along with the Software delivery as a convenience for demonstration purposes. Such source code and libraries may be included in the “…/examples” source tree delivered with the Software and do not comprise the Software. Licensee acknowledges (1) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (2) that distribution of any of the Software referencing or including any portion of a Third Party Software may require appropriate licensing from such third parties.
13.1 Entire Agreement. This Agreement sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.
13.2 Amendment. Shoreditch Ops reserves the right, in its sole discretion, to amend this Agreement from time. Amendments to this Agreement can be located at: https://artillery.io/pro/terms/eula/.
13.3 Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Shoreditch Ops and any attempted assignment without such consent shall be void.
13.4 Export Compliance. You agree to comply with all applicable laws and regulations, including laws, regulations, orders or other restrictions on export, re-export or redistribution of software.
13.5 Indemnification. You agree to defend, indemnify, and hold harmless Shoreditch Ops from and against any lawsuits, claims, losses, damages, fines and expenses (including attorneys' fees and costs) arising out of your use of the Software or breach of this Agreement.
13.6 Governing Law. This Agreement is governed by English Law and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction. The jurisdiction and venue for actions related to the subject matter hereof shall be English courts located in England, UK, and both parties hereby submit to the personal jurisdiction of such courts.
13.7 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.
13.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
13.9 Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this license Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.
13.10 Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.
14. Contact Information. If you have any questions about this EULA, or if you want to contact Shoreditch Ops for any reason, please direct correspondence to email@example.com.