END-USER LICENSE AGREEMENT FOR Reflector 3, Reflector Teacher and AirParrot 3
IMPORTANT. PLEASE READ THE TERMS AND CONDITIONS OF THIS EULA CAREFULLY BEFORE CONTINUING WITH THE SOFTWARE.
This End User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Squirrels LLC, an Ohio limited liability company (“Squirrels”) and is effective as of the date you install, update, or first use the Software.
Squirrels owns certain wireless presentation, screen mirroring, and communications software products and solutions (collectively, the “Software”), and Squirrels, pursuant to the terms below, agrees to license the use of the Software to you.
The parties therefore agree as follows:
- ACCEPTANCE. By downloading, installing, accessing, or using the Software, you agree to these terms. If you do not agree to this EULA, then your sole remedy is to cease using the Software.
- GRANT OF LICENSE AND LIMITATIONS.
(a) License. You agree that the Software is licensed, not sold. All intellectual property rights in the Software are owned by Squirrels and are protected by law, including but not limited to United States copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. You are only granted certain limited rights to install and use the Software, and Squirrels reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this EULA and any other agreements that apply to your use of the Software, Squirrels grants you a limited, nonexclusive, nontransferable, revocable license to use the Software only for the period agreed upon, as set forth in writing and in your agreements with Squirrels, and only for the purposes described by Squirrels for the Software. You may also make copies of the Software, as may be necessary solely for backup and archival purposes.
(b) Limitations. You shall not, and shall not permit any other Person to, access or use the Software except as expressly permitted by this EULA. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this EULA expressly permits:
(1) copy, modify, or create derivative works or improvements of the Software;
(2) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
(3) reverse-engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software, in whole or in part;
(4) bypass or breach any security device or protection used by the Software or access or use the Software other than by the use of your authorized means;
(5) input, upload, transmit, or otherwise provide to or through the Software, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(6) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Software or Squirrels Systems;
(7) remove, delete, alter, or obscure any documentation, warranties or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights from the Software;
(8) access or use the Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party or that violates any applicable Law;
(9) access or use the Software for purposes of competitive analysis of the Software or for the development, provision, or use of a competing software service or product or any other purpose that is to Squirrels’ detriment or commercial disadvantage;
(10) congruently install and license more than the specified number of computers as specified during your purchase of the Software; and
(11) otherwise access or use the Software beyond the scope of the authorization granted under this section 2.
- SUSPENSION OR TERMINATION. Squirrels may, directly or indirectly, and by use of a Disabling Device or any other lawful means, suspend, terminate, or otherwise deny your or any other Person’s access to or use of all or any part of the Software, without incurring any resulting obligation or liability, if: (i) Squirrels receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Squirrels to do so; or (ii) Squirrels believes, in its good faith and reasonable discretion, that: (x) you have failed to comply with any material term of this EULA or accessed or used the Software beyond the scope of the rights granted or for a purpose not authorized under this EULA; (y) you are, have been, or are likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the use of the Software; or (z) this EULA expires or is terminated. This subsection does not limit any of Squirrels’ other rights or remedies, whether at law, in equity or under this EULA. In the event of termination of this EULA, you must destroy all copies of the Software in your possession. Any termination of this EULA will not affect any rights of Squirrels to any payments due to it.
- YOUR OBLIGATIONS.
(a) Your Systems and Cooperation. You shall at all times during the term of this EULA: (i) set up, maintain, and operate in good repair all necessary Customer Systems on or through which the Software is accessed or used; and (ii) provide all cooperation and assistance as Squirrels may reasonably request to enable Squirrels to exercise its rights and perform its obligations under and in connection with this EULA.
(b) Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by section 2, you shall immediately: (i) take all reasonable and lawful measures within your control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Software); and (ii) notify Squirrels of any such actual or threatened activity.
(c) Your Content. You represent and state to Squirrels that you own or otherwise have or will have the necessary rights and consents in and relating to your data and content so that you do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party or violate any applicable Law.
- SECURITY AND DATA.
(a) Your Responsibility. You have and will retain sole responsibility for: (i) all your data; (ii) all information, instructions, and materials provided by or on behalf of you in connection with the use of the Software; and (iii) your Customer Systems. You expressly agree that SQUIRRELS HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.
(b) Access. You shall employ all physical, administrative, and technical controls, screening and security procedures, and other safeguards necessary to: (i) securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Software; and (ii) control the content and use of your data, including the uploading or other provision of your data for processing by the Software.
- DISCLAIMERS. YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS EULA, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SQUIRRELS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. SQUIRRELS DOES NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT, OR DESTRUCTION.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF SQUIRRELS FOR ALL CLAIMS RELATING TO THIS EULA SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE USE OF THE SOFTWARE DURING THE SIX (6) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, SQUIRRELS IS NOT LIABLE FOR ANY OF THE FOLLOWING: (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (ii) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SQUIRRELS SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EULA SETS FORTH THE ENTIRE LIABILITY OF SQUIRRELS AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
Further, you agree to indemnify and hold Squirrels harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Software or breach of this EULA (collectively referred to as "Claims"). Squirrels reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Squirrels in the defense of any Claims.
- Changes. Squirrels reserves the right to change this EULA at any time, and the changes will be effective when posted on Squirrels’ website or when Squirrels notifies you by other means. Squirrels may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.
- Trial Version. If you are using the Software on a trial basis, Squirrels may terminate your trial at any time. If your trial is terminated or expiries, you understand and agree that your data and content, if any, may no longer be available to you.
- Export Restrictions. You acknowledge and agree that the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software in violation of these laws and regulations, directly or indirectly.
- Force Majeure. In no event will Squirrels be liable or responsible to you, or be deemed to have defaulted under or breached this EULA, for any failure or delay in fulfilling or performing any term of this EULA, when and to the extent such failure or delay is caused by any circumstances beyond Squirrels’ reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake, or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes, or blockades in effect on or after the date of this EULA, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export, or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Squirrels may terminate this EULA if a Force Majeure Event continues substantially uninterrupted for a period of thirty (30) days or more.
(a) Headings. The headings in this EULA are for reference only and do not affect the interpretation of this EULA.
(b) Entire Agreement. This EULA, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this EULA and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between this EULA and any other document(s), the terms of this EULA shall control.
(c) Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance under this EULA, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Squirrels’ prior written consent. No delegation or other transfer will relieve you of any of its obligations or performance under this EULA. Any purported assignment, delegation or transfer in violation of this EULA is void. This EULA is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
(d) No Third-party Beneficiaries. This EULA is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this EULA.
(e) Governing Law; Submission to Jurisdiction. This EULA is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of this EULA or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Ohio in each case located in the city of Columbus and County of Stark, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The parties also agree that this EULA is not governed by the United Nations Conventions on Contracts for the International Sale of Goods.
(f) Equitable Relief. You acknowledge and agree that a breach or threatened breach by you of any of your obligations would cause Squirrels irreparable harm for which monetary damages would not be an adequate remedy and you agree that, in the event of such breach or threatened breach, Squirrels will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Definitions. As used in this EULA, the following defined terms have the following meanings:
“Customer Systems” means your information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third-party services.
“Disabling Device” means any software, hardware or other technology, device or means (including any back door, time bomb, time out, drop dead device, software routine or other disabling device) used by Squirrels or its designee to disable your access to or use of the Software automatically with the passage of time or under the positive control of Squirrels.
“Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby. Harmful Code does not include any Squirrels Disabling Device.
“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government, or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
“Squirrels Systems” means the information technology infrastructure used by or on behalf of Squirrels in offering the Software, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Squirrels or through the use of third-party services.