END USER LICENSE AGREEMENT
YOUR USE OF THE SOFTWARE IS SUBJECT TO THIS END USER LICENSE AGREEMENT AND THE TERMS SET FORTH BELOW ("AGREEMENT").
For purposes of this Agreement "Software" means all software programs made available by RPM² including, but not limited to mobile applications, applications for personal computers and applications and services accessed by means of a browser or other online communication methods. Software also includes accompanying manual(s), packaging and other written files, electronic or on-line materials or documentation, and any and all copies of such software and its materials or documentation.
BY CLICKING THE "ACCEPT" BUTTON, CHECKING THE "ACCEPT" BOX, OR OPENING, INSTALLING, USING AND/OR ACCESSING THE SOFTWARE AND ANY OTHER MATERIALS INCLUDED WITH THE SOFTWARE, YOU HEREBY ACCEPT THE TERMS OF THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY THEM.
Subject to this Agreement, RPM² grants you the non-exclusive, non-transferable, non-sub licensable, limited right and license to use one copy of the Software for personal, non-commercial use on a single computer or mobile device, solely in accordance with the Software documentation and only for your personal use in connection with the use of your RPM² measurement device(s). Your rights are subject to your compliance with this Agreement. The term of the license under this Agreement shall commence on the date you install or otherwise use the Software and ends on the earlier date of either your disposal of the Software or RPM² termination of this Agreement. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software. You acknowledge that no title or ownership in the Software is being transferred or assigned to you and this Agreement should not be construed as a sale of any rights in the Software. All rights not specifically granted under this Agreement are reserved by RPM² and its licensors.
RPM² retains all right, title and interest to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, multimedia effects, themes, characters, character names, stories, dialog, settings, artwork, sound effects, musical works, and intellectual property rights whether registered or not and all applications thereof. The Software is protected by applicable laws and treaties. Unless expressly authorized by mandatory legislation, the Software may not be copied, distributed or reproduced in any manner or medium, in whole or in part, without prior written consent from RPM². All rights not expressly granted to you in this Agreement are reserved by RPM².
II. LICENSE CONDITIONS
You agree not to: (a) commercially exploit the Software; (b) distribute, lease, rent, license, sell, lend, convey or otherwise transfer or assign the Software, any passwords or usernames or any copies of the Software, without the express prior written consent of RPM² or as set forth in this Agreement; (c) make a copy of the Software or any part thereof (other than as set forth herein); (d) make a copy of the Software publicly available or available on a network for use or download by multiple users; (e) except as otherwise specifically provided by the Software or this Agreement, use or install the Software (or permit others to do same) on a network, for on-line use, or on more than one computer or device at the same time; (f) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Software, in whole or in part; (g) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Software, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (h) misrepresent the source of ownership of the Software; (i) transport, export or re-export (directly or indirectly) into any country forbidden to receive such Software by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations; or (j) create permanent copies of content generated by the Software.
The Software may include measures to control access to the Software, prevent unauthorized copies, or otherwise attempt to prevent exceeding the limited rights and licenses granted under this Agreement. Only Software subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Software will not function properly.
The Software may require an Internet connection to access the Software or its Internet-based features, authenticate the Software, or perform other functions. In order for certain features of the Software to operate properly, you may be required to have and maintain (a) an adequate Internet connection and/or (b) a valid and active account with an online service as set forth in the Software documentation. If you do not maintain such accounts, then the Software or certain features of the Software may not operate or may cease to function properly, either in whole or in part.
III. INFORMATION COLLECTION & USAGE
IV. WARRANTY DISCLAIMER AND LIABILITY LIMITATIONS
The Software, all accompanying files, data and materials, are distributed “AS IS” and with no warranties of any kind, express or implied. RPM² does not warrant against interference with your enjoyment of the Software; that the Software will meet your requirements; that operation of the Software will be uninterrupted or error-free, or that the Software will be compatible with third party software or hardware or that any errors in the Software will be corrected. No oral or written advice provided by RPM² or any authorized representative shall create a warranty. As some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, some or all of the above exclusions and limitations may not apply to you.
IN NO EVENT WILL RPM² BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESSION, ACCESS, USE OR MALFUNCTION OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, DAMAGES TO PROPERTY, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, PROPERTY DAMAGE, LOST PROFITS OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE AND WHETHER OR NOT RPM² HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL RPM²'S LIABILITY FOR ALL DAMAGES (EXCEPT AS REQUIRED BY APPLICABLE LAW) EXCEED THE ACTUAL PRICE PAID BY YOU FOR USE OF THE SOFTWARE.
SINCE SOME STATES/COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS AND/OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATIONS AND/OR EXCLUSION OR LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. THIS WARRANTY SHALL NOT BE APPLICABLE SOLELY TO THE EXTENT THAT ANY SPECIFIC PROVISION OF THIS WARRANTY IS PROHIBITED BY ANY FEDERAL, STATE, OR MUNICIPAL LAW, WHICH CANNOT BE PRE-EMPTED. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY BY JURISDICTION.
TERMINATION: This Agreement will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts.
EQUITABLE REMEDIES: You hereby agree that if the terms of this Agreement are not specifically enforced, RPM² will be irreparably damaged. Therefore, you agree that RPM² shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this Agreement, including any other additional available remedies.
INDEMNITY: You agree to indemnify, defend and hold RPM², its partners, affiliates, contractors, officers, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the Software pursuant to the terms of the Agreement.
MISCELLANEOUS: This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between the parties. This Agreement may be amended only by a written document mutually agreeable to both parties. If any provision of this Agreement is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable with the remaining provisions of this Agreement not affected. The Software and all services provided by RPM² may be used for lawful purposes only.
GOVERNING LAW: This Agreement will be governed by the laws of the state of Texas, United States of America, without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any jurisdiction other than Texas. Any legal suit, action or proceeding arising out of or related to this Agreement or the Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Fort Worth and County of Tarrant, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non conveniens.