Last Updated: October 31st, 2017
METTLE COMMUNICATIONS INC. END USER LICENSE AGREEMENT (EULA)
THIS AGREEMENT BETWEEN YOU AND METTLE COMMUNICATIONS INC. (“METTLE”) GOVERNS YOUR USE OF ALL METTLE PRODUCTS.
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING THE LICENSED SOFTWARE (AS DEFINED BELOW). BY INSTALLING THE LICENSED SOFTWARE OR CLICKING THE “AGREE” BUTTON, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST REFRAIN FROM INSTALLING AND USING THE LICENSED SOFTWARE.
1. Grant of License. Mettle hereby grants you the non-transferable, non-sublicensable and non-exclusive right to:
- (a) Install and execute up to two (2) copies of the Licensed Software, in object code only, on any computer that you own or control, and to reproduce the documentation accompanying the Licensed Software (“Documentation”) solely for your internal business purposes or personal use, and not for further sale or distribution.
- (b) Make one (1) backup copy of the Licensed Software and Documentation for archival purposes.
- (c) Use the Documentation during the term of this Agreement in support of your use of the Software.
2. Restrictions. You hereby agree that you will not:
- (a) Make or have made any copies of the Software, documentation, or any portion thereof.
- (b) Copy the Software or Documentation, except to the extent permitted by paragraphs 1(a) and 1(b), or allow any other party to do so.
- (c) Sublicense, distribute, disclose or transfer any copy of this Software or of the Documentation in whole or in part, to any third party, or allow any other party to do so.
- (d) Use the Software simultaneously on more that two machines, or allow any other party to do so.
- (e) Use the Software, Documentation or any portion thereof after any expiration, termination or cancellation of this agreement or any license granted hereunder, or allow any other party to do so.
- (f) Modify, adapt, translate, decompile, reverse engineer, disassemble or otherwise derive a source code of the Software, or allow any other party to do so.
- (g) Sublicense, disclose or transfer any copy of the Software or Documentation in whole or in part, to any third party.
- (h) Alter, change or remove any proprietary notices or confidentiality legends placed on or contained in the Software, or allow any other party to do so.
- (i) Use the trademarks contained on or in the Software except as in accordance with accepted trademark practice.
3. Volume Licenses. Mettle may offer some of its Licensed Software for use under Volume Licenses. A “Volume License” shall authorize the volume license holder to simultaneously use the Licensed Software on additional CPUs that they own or control, up to the number of simultaneous users identified in the specific Volume License. In addition to the other terms Mettle may impose on a Volume License, all Volume Licenses shall be subject to this Agreement, provided that under a Volume License, the Licensed Software may be simultaneously used by up to the number of users identified in the applicable Volume License.
- 4. Fees and Purchase Terms.
- (a) Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Mettle with a valid PayPal Account (Payment Provider). By providing Mettle with your Payment Provider information and associated payment information, you agree that Mettle is authorized to immediately invoice your Account for all fees and charges due and payable to Mettle hereunder and that no additional notice or consent is required. Mettle reserves the right at any time to change its prices and billing methods.
- (b) Refund Policy. Purchases are non-refundable. We offer free trial versions for you to be able to evaluate the products before purchase.
- 5. Indemnification. You agree to indemnify and hold Mettle, its subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the Mettle Parties) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your violation of the Terms; or (c) your violation of any applicable laws, rules or regulations.
- 6. Warranties and conditions. You expressly understand and agree that, to the extent permitted by applicable law, your use of Mettle Properties is at your sole risk, and Mettle Properties are provided on an “as is” and “as available” basis, with all faults. Mettle parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a specific purpose and non-infringement. Mettle Parties make no warranty, representation or condition that: (a) Mettle Properties will meet your requirements; (b) your use of Mettle Properties will be uninterrupted, timely, secure or error-free; or (c) the results that may be obtained from use of Mettle Properties will be accurate or reliable.
- 7. Limitation of liability.
- a. Disclaimer of certain damages. You understand and agree that in no event, shall Mettle be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages arising out of or in connection with Mettle Properties, or damages or costs due to loss of production or use, business interruption, procurement of substitute goods or services, whether or not Mettle has been advised of the possibility of such damages, arising out of or in connection with the terms, or from any communications, interactions or meetings with other users of Mettle properties, on any theory of liability, resulting from: (i) the use or inability to use Mettle Properties; (ii) statements or conduct of any third party on Mettle Properties; or (iii) any other matter related to Mettle properties, whether based on warranty, copyright, contract, tort (including negligence), product liability or any other legal theory.
- b. Cap on liability. Under no circumstances will Mettle parties be liable to you for more than fifty dollars ($50).
- d. Basis of the bargain. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Mettle and you.
8. Commencement of Agreement. The term of this Agreement and the license granted to you pursuant to paragraph 1 shall commence upon your opening of this package and shall terminate upon your discontinuing the use of the Software.
9. Maintenance and Support. Mettle is not required to provide maintenance or support services with respect to the Licensed Software under this Agreement.
10. Termination and Cancellation. This Agreement and the License granted herein may be terminated and/or canceled by Mettle in the event you are in breach of any provision of this Agreement. This Agreement is effective as of the date accepted by you (in accordance with the preamble) and will remain in effect until terminated in accordance with this Agreement (if ever). You may terminate this Agreement by uninstalling the Licensed Software. Mettle may terminate this Agreement effective immediately upon written notice to you, if (i) you breach any provision in Section 2; or if (ii) you breach any other provision of this Agreement. Upon the termination of this Agreement, you shall cease all use of the Licensed Software and destroy all copies, full or partial, of the Licensed Software.
- 11. General.
- a. This Agreement is the complete agreement and understanding of the parties with respect to the Software and documentation and supersedes all prior oral, written and other representations and agreements. This Agreement may only be amended by the express written consent of Mettle, and Mettle disclaims any and all warranties or representations made by any other party other than Mettle and which are not contained in this agreement.
- b. Title in and to the Software and documentation remains exclusively in Mettle, subject to express, limited and non-exclusive license granted to you pursuant to paragraph 1.
- c. The Software contains proprietary information which Mettle considers trade secrets and confidential proprietary to Mettle. You shall not use, disclose, nor permit any person to obtain such proprietary information, except to the extent such information is necessary for the normal use of the Software.
- d. You agree that this license shall be governed by and construed in accordance with the laws of the Province of Quebec, Canada. Any action commenced relating to the terms and obligations of this license of the Software provided under this license must be brought within one (1) year after such action accrues and shall be commenced in the Province of Quebec.
- e. If any provision of this license is determined to be invalid or unenforceable that provision shall be deemed severed from the remainder of this license and the remaining provision of this license shall remain in full force and effect.
12. Upgrades. From time to time, Mettle may, at its sole discretion, advise you of updates, upgrades, enhancements or improvements to the Licensed Software and/or new releases of the Licensed Software (collectively, “Upgrades”), and may license you to use such Upgrades upon payment of prices, as may be established by Mettle from time to time. All such Upgrades to the Software shall also be governed by the terms of this License Agreement. In order for you to be assured that you will be advised of and licensed to use any enhancements to the software, you may need to complete the relevant registration procedures specified by Mettle.
BY INSTALLING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING AND THAT YOU AGREE TO BE BOUND THEREBY.
METTLE COMMUNICATIONS INC.