SOFTWARE END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THIS SOFTWARE.
Cloud-pin Ltd. (“Shayype”) strives to provide exceptional software products that help to make your computing experience more enjoyable. By installing and using this Shayype software (the “Software”) and any applicable documentation, media, manuals and other technical information including an online help system related to the Software (the “Related Materials”), you hereby agreed to the following terms and conditions
THE SOFTWARE AND THE RELATED MATERIALS ARE PROVIDED TO YOU BY SHAYYPE FOR USE ONLY IN ACCORDANCE WITH THE TERMS, CONDITIONS AND RESTRICTIONS SET OUT IN THIS SOFTWARE END USER LICENSE AGREEMENT (THE “AGREEMENT”). ALL RIGHTS WHICH ARE NOT EXPRESSLY GRANTED TO YOU UNDER THIS AGREEMENT ARE RESERVED BY SHAYYPE.
Subject to the terms and conditions of this Agreement, Shayype grants to you a revocable, limited, non-exclusive, non-transferable license, without the right to sublicense, to install the Software on your computer system and to use the Software and the Related Materials in accordance with this Agreement and any other written agreement that you may have with Shayype. You are being granted a right and license to use the Software and the Related Materials. Shayype does not transfer title of the Software or the Related Materials to you. This Agreement is a legally binding agreement between Shayype and you. If you do not agree to the terms and conditions of this Agreement, you are required to immediately cease installing or using this Software and any Related Materials, and remove the Software and any Related Materials from your computer. Shayype reserves the right to terminate this Agreement and the licenses granted in the event that you breach any term or condition of this Agreement.
Unless otherwise authorized herein or by a written agreement between you and Shayype, the Software, any Related Materials, and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part. For information about redistribution of this Software, please contact Shayype at:
3. USER AGREEMENT
3.1 Use Restrictions - You shall use this Software in compliance with all applicable laws and not for any unlawful purpose. The assignment, sublicense, networking, timesharing, sale, or distribution of copies of this Software is strictly forbidden without the prior written consent of Shayype. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the use of this Software. You shall not allow others to use or make copies of this licensed Software. Others may obtain a copy of the Software from: https://www.shayype.com
3.2 Copyright Restriction – You acknowledge and agree that any and all intellectual property rights to or arising from the Software and Related Materials, including any new releases, modifications, updates or enhancements, are and shall remain the exclusive property of Shayype and/or its licensors. Nothing in this Agreement intends to transfer any such intellectual property rights to, or to vest any such intellectual property rights in, you. You are only entitled to the limited use of the intellectual property rights granted to you under this Agreement. You will not take any action to jeopardize, limit or interfere with the intellectual property rights of Shayype. You acknowledge and agree that any unauthorized use of any Shayype intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and intellectual property rights in and to any third party content that is not contained in the Software or any Related Materials, but may be accessed through use of the Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties. The Software and Related Materials contain copyrighted material, trade secrets and other proprietary material. You shall not remove or obscure any copyright, trademark, trade-secret, or other proprietary notices or legends from the Software or Related Materials. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile this Software or the Related Materials, nor can you create any derivative works or other works that are based upon or derived from the Software or Related Materials in whole or in part. No program, code, part, image, or text may be copied or used in any way by the user except as intended within the bounds of this Agreement. All rights not expressly granted hereunder are reserved for Shayype.
3.3 Limitation of Liability & Indemnification – You will indemnify, hold harmless, and defend Shayype, its employees, agents and distributors against any and all claims, proceedings, demand and costs resulting from or in any way connected with your use of the Software and the Related Materials. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL SHAYYPE, ITS EMPLOYEES, AGENTS, DISTRIBUTORS, OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, PERSONAL INJURY, OR PECUNIARY LOSS), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE, THE RELATED MATERIALS, OR THE USE OR INABILITY TO USE THE SOFTWARE OR THE RELATED MATERIALS, OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE, EVEN IF SHAYYPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Shayype’s total aggregate liability under any provision of this Agreement, or generally, will be limited to the amount actually paid by you for the license to use the software.
3.4 Disclaimer and Warranties – The Software and Related Materials are being provided to you on an “AS IS” and “AS AVAILABLE” basis. Except as expressly stated in writing by an authorized employee of Shayype, Shayype makes no representation or warranties in respect of the Software or the Related Materials and expressly excludes all other warranties, expressed or implied, oral or written, including, without limitation, any implied warranties of merchantable quality or fitness for a particular purpose. SHAYYPE FURTHER DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE OR THE RELATED MATERIALS WILL ALWAYS BE ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES SHAYYPE WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, TO OR FROM ANY NETWORK OR ANY QUALITY OF ANY COMMUNICATION MADE USING THE SOFTWARE OR RELATED MATERIALS.
3.5 Governing Law - This Agreement, and all claims related to it or the performance by both parties under it, shall be interpreted and governed exclusively by the law of England and Wales, except any principles regarding conflicts of law rules and the United Nations Convention on Contracts for the International Sale of Goods. You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of England and Wales, and any competent Courts of Appeal therefrom with respect to any and all legal action and proceedings and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.
3.6 Term and Termination – This Agreement will be effective from the date that you install the Software and shall remain effective until terminated by either Shayype or you. Any failure to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this Agreement and the licenses granted herein. You may terminate this Agreement with immediate effect at any time, with or without cause. Upon termination of the license granted herein for any reason, you agree to immediately cease use of the Software and any Related Materials and destroy all copies of the Software and Related Materials. The financial obligations incurred by you or any indemnification obligations by you shall survive the termination of this license.
3.7 No Waiver - No term or condition of the Agreement will be deemed amended or waived, and no breach excused, unless such amendment, waiver or consent is in writing and signed by Shayype. The failure of Shayype to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by you of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of Shayype to enforce each and every such provision thereafter.
4. CONSENT TO USE OF DATA
Some components of the Software may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored by or through the Software, queries made through the Software or other information. The manner, mode and extent of advertising by Shayype through the Software are subject to change without prior notice to you. In consideration for Shayype granting you access to and use of the Software, the Related Materials, and any associated services, you agree that Shayype may place such advertising on the Software. Shayype may have no control over any third-party content, software, or resources which are being provided through such advertising. When using the Software, you acknowledge and agree that Shayype is not responsible for the availability of any third party external sites, content, or resources, and Shayype does not endorse any advertising, products, services, or other materials on or available from such web sites, content, or resources made available through such advertising. You further acknowledge and agree that Shayype shall not be liable for any loss or damage, or personal injury which may be incurred by you as a result of the availability of those external sites, content, or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such third party web sites, content, or resources.
6. THIRD PARTY CONTENT AND SOFTWARE
The Software may include third party software components and technologies. Such third party software may incorporate certain open source software and code, which is being licensed to you and is subject to the licensing terms and conditions of each applicable third party provider. You are permitted to use and may be permitted to distribute, free of charge, certain source code of the Software functionality under the applicable public licenses. The applicable open source licenses may permit you to copy, run, modify, and/or redistribute the open-source components, subject to certain restrictions, described in the terms of each applicable licence. You are responsible for reviewing and complying with each applicable licence. The terms and conditions of this Agreement are not intended to limit your rights under the applicable third party open source licenses, nor grant you any rights that supersede the terms and conditions of any particular third party open-source licenses. You acknowledge and agree that in the event of any conflict or discrepancy between the terms and conditions set out in this Agreement and the applicable third party open-source license, the terms of the third party open-source license shall govern and prevail.
The Software may utilize third party open-source software code and technologies.
7. CHANGES TO TERMS
Shayype may make changes to the terms and conditions of this Agreement from time to time, and at its sole discretion. When these changes are made, Shayype will make any new terms and conditions available to you from within, or through, the Software or by other communication methods. You understand and agree that if you use the Software after the date on which the Software terms and conditions have changed, Shayype will treat your continued use of the Software as acceptance of the updated terms and conditions.