TERMS OF SERVICE
Effective Date: June 8, 2020
IMPORTANT INFORMATION – PLEASE READ CAREFULLY
BY WAY OF THE INSTALLATION, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USE OF THIS PRODUCT, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU THEN HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS, OR USE THE PRODUCT.
This Product is hereby protected by copyright laws, as well as any other intellectual property laws. This Product is licensed and not sold.
This Agreement does not in any way constitute a partnership, joint venture or other similar relationship.
a) User means an individual person licensed to access the Software.
Ternio II, Inc. shall grant to you a non-exclusive license for the use and installation of the Product subject to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all software upgrades provided by Ternio II, Inc. that would replace, over write and/or supplement the original installed version of the Product, unless those other upgrades are covered under a separate license, at which those terms of that license will govern.
This License is effective when the Software has been installed by Licensee. The license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee’s failure to comply with any of its terms and conditions.
BILLING AND PAYMENTS
Licensee agrees to pay the fees set forth in this agreement at each interval on the billing date determined at the time of installation. Licensor reserves the right to temporarily or permanently terminate access to the Software upon failure of payment. Licensor is not responsible for any damages that may occur due to non-payment, (see LIMITATION OF LIABILITY AND REMEDIES for additional limitations). Billing shall be temporarily suspended upon Software defect as determined solely by Licensor until defect is resolved. Licensor reserves the right to issue a refund for the defective period if a temporary suspension is unable to be established.
Fees shall be calculated and collected using the following criteria:
- A registered user shall be defined as
- Their email or username has been registered with the Software.
- Each User must use their own unique email or username activated with the Software without exception.
Should Licensee breach this EULA at any time, including but not limited to Licensee becomes bankrupt or insolvent or if Licensee fails to pay the agreed upon fees, your right to the use of the Product will immediately terminate and shall terminate without any notice being given. However, all provisions of this EULA, with the exception of the License Grant, will remain in effect and thus shall survive termination. Upon termination of the License Grant, You MUST destroy any and all copies of the Product.
The aforementioned Product is protected by copyright and other intellectual property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animation, text, and music, that may be incorporated as part of the offered content. Such offered content is protected by copyright laws and international treaty provisions. Therefore, offered content must be treated as any other copyrighted material, with the exception that it is allowable for you to make copies as provided by the License. However, printed material, which may accompany any offered content, may not be copied.
RESTRICTIONS ON USE
As a Licensee, You may not:
(a) Make use of the offered content for more than one user, without prior purchase of additional licenses;
(b) You may not share, distribute, lend, lease, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content;
(c) Modify, adapt, create derivative works from or translate any part of the offered content other than what may be used within Your work in accordance with this License;
(d) Reverse engineer, decompile or disassemble the offered content, nor attempt to locate or obtain its source code;
(e) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the offered content; or
(f) Make use of any offered content in any manner not stipulated within this EULA or the documentation accompanying the offered content.
UPDATES AND SUPPORT
Ternio II, Inc. reserves the right to update the Software at any time without notice in accordance with the herein contained terms and conditions of this EULA. Ternio II, Inc. will attempt to give advanced notice of updates, but does not make a guarantee of any kind in regards to said attempts. Should you elect to install or make use of these updates, you are therefore agreeing to be subject to all applicable license, terms, and conditions of this EULA and/or any other agreement. Ternio II, Inc. reserves the right to log in to the Software for the sole purpose of diagnosis and/or resolution of a support request initiated by You.
Authorized administrators shall access the TernioSwitch dashboard only.
The rights conferred by this License shall not be assignable by the Licensee without Licensor’s prior written consent. Licensor may impose a reasonable license fee on any such assignment.
DISCLAIMER OF WARRANTY
With regard and with relationship to the maximum extent permitted by applicable law, Ternio II, Inc., and, if applicable, related suppliers, shall provide the Product and any support services, if needed, related to the Product, and hereunto disclaim all warranties and conditions, either express, implied or statutory, which may include, but are not limited to, any implied warranties or conditions of merchantability, of suitability for a specified purpose, that it contains absolute accuracy or completeness of responses, of results, and of any lack of negligence or lack of workmanlike effort, all with respect to the Product, and the provision of or failure to provide Support Services. FURTHERMORE, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, OR NON-INFRINGEMENT WITH REGARDS TO THE HEREIN CONTAINED PRODUCT. THE ENTIRE RISK AS TO THE QUALITY OF OR PERFORMANCE OF THE PRODUCT AND SUPPORT SERVICES, IF ANY, REST WITH YOU.
LIMITATION OF LIABILITY AND REMEDIES
Licensor shall not be liable for any fees or damages that you may or may not incur for any reason, which may include, but are not limited to, any and all direct or general damages, Ternio II, Inc. and/or any of the aforementioned suppliers covered under the herein contained provisions of this EULA, along with Your exclusive remedy with regards to all of the foregoing. Therefore, the aforementioned limitations, exclusions and any disclaimers shall apply to the maximum extent allowable by law, even should any proposed remedy fail its essential purpose.
Licensor’s entire liability and Licensor’s sole and exclusive remedy for breach of the foregoing warranty shall be Licensor’s option to either:
- Return to Licensee the license fee for the period in which the Software did not perform according to this warranty as determined solely by Licensor, or
- Repair the defects or replace the Software.
Licensee will treat the Software as a trade secret and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.
Licensee shall be solely responsible for compliance with any and all privacy regulations that may apply to use with the Software.
By clicking on the install button, you hereby agree that you will comply with any and all applicable export laws, restrictions and all regulations of the U.S. Department of Commerce, U.S. Department of Treasury, and any other U.S. or foreign agency or authority with regards to this provision of the EULA. You expressly agree not to export or re-export, nor allow the export or re-export of the offered content in violation of any such law, restriction or regulation, including without limitation, export or re-export to any country subject to any and all applicable U.S. trade embargoes or to any prohibited destination, in any group specified in the current “Supplement No. 1 to Part 740 or the Commerce Control List specified in the then current Supplement No. 1 to Part 738 of the U.S. Export Administration Regulations (or any successor supplement or regulations).”
U.S. GOVERNMENT END USERS
The offered content is licensed by the U.S. Government with RESTRICTED RIGHTS. The use, duplication of, or the disclosure by the U.S. Government, shall be subject to restrictions in accordance with DFARS 252.227-7013 of the Technical Data and Computer Software clause, and 48 DCR 52.227-19 of the Commercial Computer Software clause, as applicable.
This EULA, in its entirety, shall be legally binding upon and inure to the benefit of Ternio II, Inc. and you, our respective successors and permitted assigns. Should any of this provision be deemed invalid or unenforceable, such determination will not affect the validity or enforceability of any other provision contained herein. If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA. Any waiver, supplementation, modification or amendment to any provision of this EULA, shall only be effective when done so in writing and signed by Ternio II, Inc. and you. This EULA shall be governed solely by the laws of the State of Washington and of the United States. Should any action arise out of or in relation to this EULA, such action may be brought exclusively in the appropriate federal or state court in San Juan County, Washington, and as such, you and Ternio II, Inc. irrevocably consent to the jurisdiction of said court and venue for San Juan County, Washington.
If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
Ternio II, Inc.
9 Hope Lane
Eastsound, Washington 98245