DISINITM End User License Agreement
NOTICE: BY DOWNLOADING AND INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS END-USER LICENSE AGREEMENT (THIS "AGREEMENT"). "YOU" MEANS YOU INDIVIDUALLY OR THE ENTITY THAT YOU REPRESENT (AND, AS APPLICABLE, YOUR USERS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF ANY ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE, AND, IF APPLICABLE, YOU MUST DELETE AND/OR RETURN THE UNUSED SOFTWARE TO THE LICENSOR WITHIN THIRTY (30) DAYS.
This Agreement governs your acquisition and use of the Software directly from the Licensor, Joget Marketplace (“Marketplace”) or indirectly through the Licensor’s authorized reseller or distributor (a "Reseller").
Please read this Agreement carefully before completing the installation process and using the Software. It provides a license to use the Software and contains warranty information and liability disclaimers.
If you register for a free trial of the Software, this Agreement will also govern that trial. By clicking "accept" or installing and/or using the Software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this Agreement.
This Agreement shall apply only to the Software supplied by the Licensor herewith regardless of whether other software is referred to or described herein. The terms also apply to any Joget, Inc. updates, supplements, Internet-based services, and support services for the Software, unless other terms accompany those items on delivery. If so, those terms apply.
1.1 "The Licensor" means Joget, Inc.
1.2 "Plugin" means an additional module that may be provided with and/or used in conjunction with the Software for which you have paid the applicable license fee and accepted any applicable additional license terms.
1.3 "App" means an app, software application, or computer program that is developed to run on, together with the Software and that may be distributed with the Software.
1.4 "Software" means the Disini software program(s) that is licensed to you under this Agreement, including Plugins, Apps, any related components purchased or provided with the Software, application programming interfaces, associated media, printed materials, online or electronic documentation, and any subsequent editions, updates, and maintenance releases thereto.
1.5 "Software License Key" means, if applicable, a serial number issued to you to activate and use the Software.
The Software is licensed, not sold. Subject to the terms of this EULA, the Licensor hereby grants you a non-exclusive, non-transferable license, without rights to sublicense, to use the Software for the purpose as set forth in the applicable documentation for the Software and to the extent permitted by your payment of applicable license fees under an approved licensing model and/or your Software License Key, subject to the software product specific terms specified in this EULA.
You may not, and may not permit any third party to:
- sell, lease, license, sublicense, distribute, time-share, or otherwise transfer in whole or in part the Software or the Software License Key to any third party;
- provide, disclose, divulge, or make available to, or permit use of the Software in whole or in part by, any third party without the Licensor's prior written consent;
- copy, edit, modify, adapt, translate, or create derivative works based upon the Software (except for the Software or the Content that is designated as “Customizable” or otherwise enabled by the Software License Key to allow customization);
- decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Software, in whole or in part, except to the extent expressly permitted by applicable law, and to the extent that the Licensor is not permitted by that applicable law to exclude or limit the foregoing rights;
- remove, alter, or obscure any titles, trademarks, trade names, copyright notices, legends, or other proprietary notices on or in any copies of the Software;
- use the Software for benchmarking purposes or in any manner competitive with the business of the Licensor;
- bypass or circumvent any security device or other technological restriction within the Software; or
- use the Software in any unlawful manner.
4. INTELLECTUAL PROPERTY AND OWNERSHIP
The Licensor retains all right, title, and interest in and to the Software and the Software License Key, and all improvements, enhancements, modifications, and derivative works thereof, and all related copyrights, trade secrets, patents, trademarks, and any other intellectual and industrial property and proprietary rights, including registrations, applications, renewals, and extensions of such rights. Your rights to use the Software shall be limited to those expressly granted in this EULA. No other rights with respect to the Software or any related intellectual property rights are implied. The Licensor reserves all rights not expressly granted herein.
5. MODIFICATIONS TO SOFTWARE
The Licensor reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to you.
6. MAINTENANCE AND SUPPORT
The Licensor has no obligation to provide you with any service (such as, but not limited to, technical support, maintenance, upgrades, modifications, or new releases) under this Agreement. The purchase of services, if applicable, shall be governed by the applicable Service Level Agreement. Any purchase of upgrades shall be subject to this Agreement, unless otherwise indicated by The Licensor.
7. TERM AND TERMINATION
7.1 Termination. The Licensor may terminate this EULA immediately and without notice if you: (i) fail to comply with any term of this EULA; (ii) fail to pay any portion of the fees under an applicable order form for the Software within ten (10) days after receiving notice from the Licensor that payment is past due; or (iii) become subject to any bankruptcy or insolvency proceeding or to control of a trustee, receiver, or similar authority, or make an assignment for the benefit of creditors.
7.2 Effect of Termination. In the event of any termination of this EULA: (i) all license rights granted to you under this EULA will immediately cease; and (ii) you must cease all use of the Software and, unless otherwise directed by the Licensor in writing, destroy all copies of the Software, Software License Key, and any other Confidential Information (defined below) of the Licensor. In addition, and if applicable, you must remove all copies of the Software, including all backup copies, from the server and all computers and terminals on which the Software is installed. Sections 1, 3, 4, 7.2, 11, 12 and 13, and any other provision of this EULA that by its nature is intended to survive any termination, shall survive any termination of this EULA.
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
9. AMENDMENTS TO THIS AGREEMENT
The Licensor reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
10. GOVERNING LAW
This Agreement, and any dispute arising out of or in connection with this Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to the conflicts of law provisions of such jurisdiction.
11. INDEMNIFICATION AND RELEASE
You agree to indemnify and hold harmless Joget and its officers, directors, owners, employees, contractors, and agents (collectively, the “Joget Parties”) from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including attorneys' fees and costs) arising out of or relating to: (i) your use of the Software or any Content; (ii) your breach or violation of any of these Terms or any Additional Terms; (ii) your breach or violation of any of these Terms or any Additional Terms; (iii) your violation of the rights of any third party (including, without limitation, violation of any privacy or intellectual property or other proprietary rights); (iv) your violation of any applicable law or regulation.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ALL CONTENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE JOGET PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY: (I) WARRANTIES THAT THE SOFTWARE AND/OR ANY CONTENT WILL MEET YOUR REQUIREMENTS OR SATISFACTION; (II) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE SOFTWARE; (III) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (IV) WARRANTIES CONCERNING THE CAPACITY, COMPLETENESS, ACCURACY, OR RELIABILITY OF THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE AND/OR ANY CONTENT; (V) WARRANTIES THAT YOUR USE OF THE SOFTWARE AND/OR ANY CONTENT WILL BE SECURE OR UNINTERRUPTED, OR THAT THE SOFTWARE AND/OR CONTENT WILL FUNCTION ON ANY PARTICULAR HARDWARE OR DEVICES; AND (VI) WARRANTIES THAT THE SOFTWARE AND/OR ANY CONTENT WILL BE ERROR-FREE OR THAT ERRORS IN THE SOFTWARE AND/OR ANY CONTENT WILL BE CORRECTED. ALL CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SOFTWARE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
13. LIMITATION OF LIABILITY
13.1 We may use third parties to provide certain products and services accessible through the Software and Content. WE WILL NOT BE LIABLE TO YOU FOR THEIR ACTS OR OMISSIONS. IN ADDITION, IN NO EVENT WILL THE JOGET PARTIES BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGES ARISING OUT OF OR RELATING TO ANY CONTENT MADE AVAILABLE BY A THIRD-PARTY CONTRIBUTOR, THE CONDUCT OF ANY THIRD-PARTY CONTRIBUTOR, OR YOUR RELATIONSHIP, TRANSACTIONS, INTERACTIONS, OR DISPUTES THAT YOU MAY HAVE WITH ANY THIRD-PARTY CONTRIBUTOR.
13.2 TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, THE NEGLIGENCE OF ANY PARTY, WILL THE JOGET PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, DATA LOSS, OR OTHER INTANGIBLE LOSSES (EVEN IF THE JOGET PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM, ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR YOUR INABILITY TO USE, THE SOFTWARE OR ANY CONTENT UNDER ANY THEORY OF LIABILITY. YOUR SOLE REMEDY, AND OUR AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SOFTWARE AND ANY CONTENT SHALL IN ALL EVENTS BE LIMITED TO THE TOTAL AMOUNT PAID BY YOU TO JOGET FOR THE CONTENT IN THE PRECEDING THREE (3) MONTHS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE PROVISIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAW.
14. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us.
7230 Lee Deforest Drive, Suite #104
Columbia, MD 21046
Last Updated: November 7, 2021