END-USER LICENSE AGREEMENT FOR THE XPAND SOFTWARE IS IMPORTANT—READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Xpand Ukraine LLC (“Xpand”) for the Xpand software that accompanies this EULA, which includes associated media ("Software"). An amendment or addendum to this EULA may accompany the Software. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, DEPLOYING, COPYING, OR USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, DEPLOY, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF APPLICABLE. Contents and terms are subject to change by Xpand without prior notice.
1. GRANT OF LICENSE. Xpand grants you a revocable, non-transferable (except as provided in section 13 ("SOFTWARE TRANSFER") below), non-exclusive, limited right to install the number of copies of Software, one copy per device owned and controlled by you, and access and use Software on such a device strictly in accordance with the terms and conditions of this agreement. The particular Software as well as the number and types of licenses granted to you are specified in the purchase document that accompanies Software. Use of some Software modules may be licensed separately; you are only licensed to install, access, and operate Software indicated in the applicable purchase document.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
2.1 Internet-Based Services. You may not use any Xpand Internet-based services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services.
3. RESERVATION OF RIGHTS AND OWNERSHIP. Xpand reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Xpand or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Xpand.
4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You 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 this limitation.
5. NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the Software.
6. CONSENT TO USE OF DATA. You agree that Xpand and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software. Xpand may use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you.
7. LINKS TO THIRD PARTY SITES. Xpand is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third party sites or services. Xpand is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by Xpand of the third-party site or service.
8. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Xpand may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. Xpand reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Software.
9. UPGRADES. To use Software identified as an upgrade, you must first be licensed for the software identified by Xpand as eligible for the upgrade. After installing the upgrade, you may no longer use the original software that formed the basis for your upgrade eligibility, except as part of the upgraded software.
10. NOT FOR RESALE SOFTWARE. Software identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
11. EXPORT RESTRICTIONS. You acknowledge that the Software is subject to Ukrainian export laws and regulations. You agree to comply with all applicable international and national laws that apply to the Software, as well as end-user, end-use, and destination restrictions.
12. SEPARATION OF COMPONENTS. The Software is licensed as a single product. Its component parts may not be separated for use on more than one device.
13. SOFTWARE TRANSFER. Internal. You may transfer your copy of the Software to a different device. After the transfer, you must completely remove the Software from the former device. Transfer to Third Party. If you are the person who initially licensed the Software, you may make a one-time permanent transfer of this EULA, Software and Certificate of Authenticity (if applicable) to another end user, provided that you do not retain any copies of the Software. This transfer must include all of the Software (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the Software must agree to all the EULA terms.
14. TERMINATION. Without prejudice to any other rights, Xpand may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.
15. LIMITED WARRANTY. Xpand warrants that the Software will perform substantially in accordance with the accompanying materials for a period of ninety (90) days from the date of receipt. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety days Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Xpand, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet Xpand's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 17 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. This Limited Warranty gives you specific legal rights. YOUR EXCLUSIVE REMEDY. Xpand's and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at Xpand's option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to Xpand with a copy of your receipt. You will receive the remedy elected by Xpand without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to Xpand). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Xpand will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Xpands' warranty remedy procedures.
16. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Xpand and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NONINFRINGEMENT WITH REGARD TO THE SOFTWARE.
17. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XPAND OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF XPAND OR ANY SUPPLIER, AND EVEN IF XPAND OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. LIMITATION OF LIABILITY AND REMEDIES. 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 Xpand and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Xpand with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or 5.00 EUR. The foregoing limitations, exclusions and disclaimers (including Sections 15, 16 and 18) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
19. APPLICABLE LAW. This EULA is governed by the laws of Ukraine. In respect of any dispute which may arise hereunder, you consent to the jurisdiction of the courts sitting in Ukraine. If you acquired this Software in any other country, then local law may apply.
20. ENTIRE AGREEMENT; SEVERABILITY. This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and Xpand relating to the Software and the support services (if any) and they supersede 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. To the extent the terms of any Xpand policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. 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.
Should you have any questions concerning this EULA, or if you desire to contact Xpand for any reason, please use the address information enclosed in this Software or visit Xpand on the World Wide Web at http://www.xpandsoftware.com.