End User License Agreement and Your Rights
Depending on how you purchased the DataEQ Software, this is a license agreement between you and Data Equilibrium, LLC. All of the code to produce this product is owned by Data Equilibrium, LLC
BY INSTALLING AND/OR BY USING THE PRODUCTS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORITY TO ENTER INTO A BINDING AGREEMENT TO ADHERE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND THAT THE PRODUCTS WILL BE USED ONLY IN ACCORDANCE WITH THESE TERMS AND CONDITIONS AND WITH ALL APPLICABLE LAWS. IF AN INDIVIDUAL IS REGISTERING OR USING THE PRODUCTS ON BEHALF OF AN ENTITY OR ORGANIZATION, THAT INDIVIDUAL WARRANTS, REPRESENTS, AND COVENANTS TO DATA EQUILIBRIUM THAT SUCH INDIVIDUAL IS DULY AUTHORIZED TO AGREE TO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION AND TO BIND THE ORGANIZATION TO THEM..
Your use of (a) the website located at www.dataeq.net (the “Site”) (b) services through the Site (and any updates thereto) (“Site Services”), and (c) certain software that may be downloaded to your mobile device (and any updates thereto) (“Mobile Software”) is governed by Data Equilibrium Terms of Service (found at owllabs.com/legal) This Agreement does not govern your use of the Site, Site Services, or Mobile Software.
IN THE EVENT CUSTOMER HAS EXECUTED A SEPARATE MASTER AGREEMENT WITH DATA EQUILIBRIUM, OR A DATA EQUILIBRIUM AUTHORIZED RESELLER, SUCH MASTER AGREEMENT SHALL INSTEAD GOVERN THE PARTIES’ RESPECTIVE RIGHTS AND OBLIGATIONS WITH RESPECT TO THE SUBJECT MATTER SET FORTH HEREIN.
Subject to the terms and conditions of this Agreement, Data Equilibrium hereby grants to Licensee a non- exclusive, non-transferable, license (without the right to grant sub-licenses) to execute and use hardware and the object code version of Data Equilibriums’ proprietary software products and any third party software licensed to Data Equilibrium and provided to Licensee (collectively, the “Product,” which includes any updates and upgrades of software provided as part of Data Equilibrium support and maintenance services), as specified in an order submitted by Licensee and accepted by Data Equilibrium (each, an “Order”), solely for Licensee’s own internal business operations, in accordance with the related documentation, and in accordance with the license term, scope and type of use set forth in such Order. All software provided may only be used on the particular hardware device provided by Data Equilibrium. Licensee may not, and may not allow others to, use any software except for the software provided by Data Equilibrium on or in connection with the Product (except for the Site Services and Mobile Software), except to the extent required by applicable terms and conditions in connection with open source software provided with the Product.
Any use of third party software provided as part of the Product shall be governed by such third party’s terms and conditions, as identified in Data Equilibriums’ then-current documentation or otherwise notified to Licensee in writing. If required by any license for particular open source software, Data Equilibrium makes such open source software, and Data Equilibrium’s modifications to that open source software, available by written request to Data Equilibrium. Any such third party terms shall take precedence over the terms of this Agreement, which shall solely govern Licensee’s rights and obligations with respect to such third party software.
Except as otherwise expressly provided in this Agreement (or where such restrictions are prohibited by law), Licensee shall have no right, and Licensee specifically agrees not to: (i) transfer, assign or sublicense its license rights to any other person, or use any software delivered by Data Equilibrium on any other hardware; (ii) make error corrections or otherwise modify or adapt the Product or create derivative works based upon the Product, or to permit third parties to do so; (iii) rent, lease, loan or use the Product as a service bureau, as an application service provider, to perform consulting or training services for a third party or in any commercial time share arrangement; (iv) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Product or any part thereof to human-readable form to gain access to trade secrets or confidential information in the Product; (v) use the Product in contravention to any applicable laws or government regulations; or (vi) remove any product identification, trademark, copyright or other notices contained in or on the Product. Further, Licensee is not licensed to, and shall not, install any other product or software on the Product delivered by Data Equilibrium, nor may Licensee de- install the software from the device.
Data Equilibrium and its suppliers reserve any and all rights, implied or otherwise, which are not expressly granted to Licensee hereunder, and retain all rights, title and interest in and to the Product. Licensee acknowledges and agrees that this Agreement in no way shall be construed to provide to Licensee, or any third party, any express or implied license to use, copy or otherwise exploit the Product or any portion thereof, (including any intellectual property embodied therein) other than as specifically set forth in this Agreement. Without limiting the foregoing, Licensee may not sublicense or otherwise distribute the Product or any portion thereof to any affiliate or any other third party, unless otherwise authorized by Data Equilibrium in writing.
Licensee agrees that the Product may (i) transmit to Data Equilibrium technical and related information about Licensee’s use of the Product which may include, without limitation, system performance, capacity usage, hardware faults, internet protocol address, hardware identification, operating system, application software, peripheral hardware, and other non- personally identifiable Product usage statistics to trouble shoot the Product, as well as (ii) facilitate the provisioning of updates, upgrades, support, invoicing or online services (including the provision of notices from Data Equilibrium to Licensee via the Product), and to enhance, improve, and develop current and future Data Equilibrium products and services. Such transmissions and/or notices may be on a daily or other periodic basis, or upon a failure or crash of the Product. Licensee also agrees that Data Equilibrium may transfer such information to Data Equilibrium affiliates and partners from time to time, provided, however, in no event will Data Equilibrium share any such information to an Data Equilibrium partner who is not also a partner, reseller or distributor of Licensee, with whom Licensee has a direct relationship.
Data Equilibrium may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve or otherwise modify the performance of the Product and related services (“Updates”). These Updates may affect or erase data on the Product or change or reset settings on the Product. These Updates may be automatically installed without providing any additional notice or receiving any additional consent if Licensee has connected the Product to the Internet. Licensee consents to these automatic Updates. If Licensee does not want these Updates, do not connect the Product to the Internet or to a mobile device. Licensee acknowledges that it may be required to install Updates in order for the Product (or any component thereof) to operate properly and to access all updated features of the Product. In certain circumstances Licensee may be entitled to request removal or disabling of Updates; however, Data Equilibrium is not responsible for providing support to Products that do not contain Updates. If Data Equilibrium provides further notice or request further consent to an Update, the notice or consent may be received or provided by any permitted user of the Product or the Site Services. The user receiving the notice or providing consent is responsible for notifying all other users. Licensee’s continued use of the Product is confirmation of ongoing consent and acknowledgement to the terms and conditions of this Agreement.
Subject to the limitations set forth in this Section 2, Data Equilibrium shall defend, or at its option, settle any claim or action against Licensee and hold Licensee harmless from any and all liabilities, damages, expenses, settlements and costs (including reasonable attorney’s fees) finally awarded against Licensee, arising from or occurring as a result of any third party claim or action alleging that the Product infringes any United States patent or copyright. Data Equilibrium’ obligation to indemnify Licensee under this Section 2 shall be subject to Licensee: (i) promptly notifying Data Equilibrium in writing promptly upon first learning of the claim or action giving rise to the indemnity; (ii) providing Data Equilibrium with sole and exclusive control over the defense and/or settlement of such action or claim; and (iii) providing Data Equilibrium with proper and full information and reasonable assistance to defend and/or settle any such claim or action. Data Equilibrium shall not be responsible for indemnifying Licensee with respect to costs incurred, or amounts paid in any settlement, unless Data Equilibrium approved such costs or settlements in advance. If Licensee’s use of the Product becomes enjoined, Data Equilibrium may at its sole option: (i) procure, at no cost to Licensee, the right to continue using the Product; (ii) replace or modify the Product to render them non-infringing; or (iii) if, in Data Equilibrium’ reasonable opinion, neither (i) nor (ii) above are commercially feasible, immediately terminate Data Equilibrium’ obligations (and Licensee’s rights) under this Agreement with regard to such Product, and, if Licensee returns such Product to Data Equilibrium, refund to Licensee (a) for perpetual licenses, the price originally paid by Licensee to Data Equilibrium for such Product as depreciated or amortized by an equal annual amount over five (5) years, or (b) for subscription, prepaid fees for the remainder of the subscription term, on a pro rata basis.
Data Equilibrium will have no liability under this Section 2 for any claim or action where such claim or action results from (i) combination, operation or use of the Products with other hardware or software not provided by Data Equilibrium; (ii) modification of the Product unless such modification was made or authorized by Data Equilibrium in writing; (iii) compliance with Licensee’s designs, specifications or instructions; or (iv) Licensee’s use of the Product in any manner inconsistent with the terms of this Agreement or any document provided by Data Equilibrium. Notwithstanding anything to the contrary, Data Equilibrium shall not be liable for any claim based on Licensee’s use of the Product after Data Equilibrium has informed Licensee of modifications of the Product required to avoid such claims and offered to implement those modifications, if such claim would have been avoided by implementation of such modifications. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF DATA EQUILIBRIUM AND THE EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
Except as otherwise set forth in this or any similar policy with respect to any dispute regarding the Services provided under this Agreement, Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the United States of America and the State of Ohio.
This End User Rights Document explains how Data Equilibrium, LLC (“DataEQ”) your rights concerning usage and distribution of any DataEQ Software.
DataEQ’s Base Module is made available to anyone paying customer of DataEQ.
DataEQ reserves the right to change this Agreement at any time.
We limit the collection and use of non-public information to what you provide and what you instruct DataEQ to gather to deliver superior service to you.
We do not disclose any kind of information to anyone, except when we believe it is necessary for the conduct of our business, or where disclosure is required by law. Except in those specific, limited situations, without your consent, we will not make any disclosures of information to other companies who may want to sell their products or services to you.
We are committed to ensuring that your information is available when you want it. However we do not guarantee 100% uptime.
There are 3rd party modules, that our application automatically downloads. DataEQ is not responsible for any behavior of these services.
Any User who violates this Policy; conceals or destroys evidence of anyone else's violation; or withholds information from, or refuses to cooperate with, an investigation of a possible violation will be subject to appropriate discipline, up to and including termination.