End User License Agreement (EULA)

Owned by bitband
Last updated: Jan 30, 2023
8 min read

End User License Agreement

January 2023

This End User License Agreement (“Agreement”) governs the relationship between you (whether as a corporation, partnership, individual, or any other type of entity), and Bitband’s Apps (“Bitband”) concerning its applicable apps, software, offerings, products, or services (“Service”), as it is offered by Bitband to a user of Bitband’s Apps in the marketplace. (“Marketplace”).

You hereby agree that this Agreement shall be applicable to you should you use any of the Service. This includes, for the purposes of this Agreement, visiting any of the related pages of the Service in the Marketplace, purchasing or downloading any component of the Service, or clicking on various buttons or other mechanisms of call to action relating to the Service.

If are using the Service or are bound by these Terms in a representative capacity, you hereby acknowledge and warrant that you have express authority to bind the persons or entities whom you represent or act for.

Should you disagree with any of the provisions of this Agreement, or do not possess sufficient authorization if acting in a representative capacity, then you hereby agree to immediately discontinue your use of the Service, until such a time that you already fully agree to be bound by this Agreement, including all its terms.

You agree that Bitband’s Terms and Conditions and Privacy Policy, which you agree is hereby expressly incorporated as as part of this Agreement, shall also govern your relationship with Bitband.

More information concerning the Service can be found at GitBook

 

1. License.

1.1. Bitband hereby grants to you a limited, non-exclusive, non-transferable (save for exceptions under this Agreement), and non-sublicensable license to use the Service. This shall be for a number of Users that Bitband has expressly permitted access and use for the specific Bitband Service, based on the correlated Order Form or Invoice (and payment for paid components of the Service), and in accordance with the Documentation and solely for internal purposes. You agree that User subscription licenses are only for designated users, and cannot be used or shared by more than one User, unless reallocated to new Users to fully replace previous ones who would no longer use the Service. 

Bitband and its Affiliates hereby reserve all rights which not are not expressly accorded to you under this Agreement.  While you are permitted to let your Affiliates use the Service, this is subject to the following guarantee: you expressly guarantee that you shall be fully responsible and liable for any actions of your Affiliate concerning their use and access of the Service, as well as their compliance with this Agreement.

1.2. The scope of your license only permits use of the Products for their specific versions as received at the time of installation, and strictly for the quantity of authorized users and nodes on devices that you control, own, or lease.

1.3. You hereby agree that Bitband, at its expense, may audit your use of the Products at any time, and further agree that should the results of the audit show that you have used the Products with no valid license, then the cost of the audit shall be borne by you.

2. General Use and Restrictions.

2.1. For paid Apps, no license shall be valid unless you have paid for the associated service or license fee. In its sole discretion, Bitband at any time may increase its license or service fees, as well as increase the price for new initial licenses or renewals, whether for monthly, yearly, or other types of charges.

2.2. For free Apps, and subject to these terms, you are granted an active license to use the Products upon your installation of our App. Bitband, as it sees fit, may change the nature of its App or any Service from free to paid in its sole discretion.

2.3. Restrictions:  You shall not, permit anyone else, whether directly or indirectly, to do the following:

A. disseminate, change, or copy the Products or license key (if any); (ii) decompile, disassemble, reverse engineer, or otherwise attempt to investigate, explore, or probe the code, sequence, or outline of the Products, including partially (except as may be permitted by law with respect to limited exceptions permitting reverse engineering); (iii) use the Products for commercial purposes, including leading, renting, assigning, or using the Products on a time sharing basis.

B. You expressly warrant and agree that you will not use the Products for any illegal, prohibited, or immoral purposes, including:

B.1. Infringing the privacy, intellectual property, and proprietary rights of any third party.

B.2. Violating any federal, state, or local law, state, ordinance, or regulation, as may be applicable.

B.3. Publishing, conveying, or holding any materials or any information in whatever medium or format stored or communicated (“Content”) which is obscene, libelous, defamatory, vulgar, threatening, abusive, scandalous, illegal, immoral, or any other type of Content that is of a similar or analogous nature, especially if violative of the rights of third parties.

B.4. Spreading or introducing any destructive or malicious computer or digital related viruses, programs, files, or software which may corrupt, destroy, or impair the functionality of any computer software, telecommunications equipment, hardware, or the integrity of any computer network.

B.5. To commit or introduce acts of “spamming”, or to run or facilitate, bots, auto-responders, mail lists, or other processes that are active or which run even if you are not signed in.

2.4. You agree that you shall be solely liable and accountable for any Content that you publish, communicate, email, transmit, post or otherwise introduce or communicate using the Products, or in connection with, arising from, or through your use of the Products.

2.5 Bitband gives no warranties for any Content which you may access or use relating to, in connecting with, or arising from your use of the Products, which are only accessible at your own risk, including assuming responsibility for any damages or liability arising from claims of any party in connection with such access

3. Intellectual Property; Content.

3.1. Bitband and its Affiliates shall absolutely own the Bitband System, the Service, and the Content, including all interest, title, and rights (including intellectual property), as well as any feedback, recommendations, ideas, or other suggestions that you furnish in connection with the Service. Bitband or Bitband Affiliates own trademarks to the Bitband name and logo, and other product logos or names of the Service.

3.2 You shall remain the owner of your rights, interest, or title in your Data, but hereby grant Bitband and its Affiliates all rights and licenses to such Data only as necessary for Bitband to provide Services or Support to you.

4. Support; Equipment.

4.1 You shall be fully responsible for procuring and setting up all necessary, and compatible, requirements and specifications in order to use the Products, including any necessary software, hardware, ancillary services, telephone services, modems, and other requirements as may be needed.

5. Warranty Disclaimer.

EXCEPT AS MAY BE LIMITED BY ANY APPLICABLE LAW OR REGULATION, AND EXCEPT AS EXPRESSLY WRITTEN UNDER THIS AGREEMENT, BITBAND AND ITS AFFILIATES MAKES NO WARRANTIES OF ANY KIND WHATSOEVER (WHETHER EXPRESS OR IMPLIED) RELATING TO THE SERVICE AND ALL RELATED CONTENT, WHICH ARE ONLY PROVIDED OR OFFERED TO YOU (AS MAY BE APPLICABLE) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

6. Indemnity.

6.1.  Bitband and its employees, contractors, shareholders, directors, agents, representatives, licensors, suppliers, and distributors (“Indemnified Parties) shall not be liable in any manner for any claims, damages, costs, or liabilities arising from or in connection with the Products. You shall hold harmless any of the Indemnified Parties from any claims or liabilities of whatever nature (including attorney's fees) arising from or in connection with the Products ,and at the option of Bitband, indemnify the Indemnified Parties for any claims or liabilities in connection with or arising from your breach of this agreement.

6.2 You hereby waive and release all of your claims against the Indemnified Parties, to the maximum extent as may be permitted by any applicable law, including for all damages, costs, claims, and liability of whatever nature, whether actual and consequential (including costs of litigation and attorney’s fees) in connection with or arising with your use of the Products.

6.3. Should you reside in California, you hereby waive your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”, and should you be a resident of another State, you hereby waive any similar rights which you may have as the foregoing which you may under all analogous regulations, statutes, or laws, including those for your State of residence.

 7. Limitation of Remedies and Damages.

7.1. IN NO CASE SHALL THE INDEMNIFIED PARTIES BE LIABLE TO YOU OR ANY OTHER ENTITY FOR ANY (I) INDIRECT, INCIDENTIAL, CONSEQUENTIAL, OR SPECIAL DAMAGES OF WHATEVER NATURE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) FOR ANY BREACH, DELAY, NEGLIGENCE, OR ANY MATTER BEYOND ITS REASONABLE CONTROL. SHOULD THE FOREGOING BE LIMITED IN ANY MANNER BY ANY APPLICABLE LAW, YOU HEREBY AGREE THAT BITBAND’S LIABILITY FOR ANY CLAIM OF ANY KIND WHATSOEVER IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT, WHETHER RELATED TO AN ISSUE OF CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE,  SHALL BE THE TOTAL FEES RECEIVED BY BITBAND FROM YOU, UNLESS THIS IS IN CONTRAVENTION OF APPLICABLE LAW AND IN WHICH CASE, BITBAND’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT REQUIRED BY SUCH LAW.  

 8. Miscellaneous.

8.1. No joint venture, partnership, agency, or employment shall result from this Agreement

8.2. You agree that you do not possess any authority to act on behalf or to bind Bitband in any manner.

8.3. Should a party to this Agreement fail or delay in the exercise of any right under this Agreement, such failure shall not interpreted as a waiver of such right.

8.4. You hereby consent that Bitband may use your name, logo, trademark, or other similar or analogous information or marks as the foregoing in Bitband’s customer lists in its website, or other promotional assets related to the Products, unless you request for the removal of your information or mark and in which case, Bitband will remove the same from customer list and promotional assets, as will also refrain from using such any further in any customer list or promotional assets.

8.5. This Agreement, including any interpretation or construction of its terms, shall be governed by the laws of the State of California, without regard to or application of choice of law rules or principles. In case of disputes between the parties relating to this Agreement, or resulting future agreements, such disputes shall be initiated and resolved exclusively within the state or federal courts located within Los Angeles, California, to the exclusion of all other venues. You agree that you shall not initiate any claim unless they are commenced by you within the aforementioned courts, and within one year from the actions or events giving rise to your claim or cause of action, and further agree that you will not initiate claims on a class member basis, on representative basis, or as a private attorney general.

8.6. This Agreement constitutes the entire agreement between you and Bitband will supersede and replace all prior understandings and agreements, written or oral, relating to its subject matter, provided however, that you will still be bound by Bitband’s Terms and Conditions and Privacy Policy.

8.7. Bitband reserves the right to modify this Agreement as it sees fit, and such modifications shall automatically be binding on you where: (i) you are expressly notified by Bitband of such changes; (ii) where Bitband publishes the revised Agreement on its site, or on the Marketplace, or where the previous version of the Agreement was published. You agree that your use of the Products despite any changes to this Agreement shall be considered your consent to be bound by such changes.

YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT, INCLUDING ALL YOUR RIGHTS AND OBLIGATIONS CONTAINED THEREIN. YOU HEREBY THAT YOU ARE BOUND BY THIS AGREEMENT WHEN YOU INSTALL OR USE THE PRODUCTS / SERVICE, OR WHEN YOU CLICK ON AN ASSOCIATED ACCEPT BUTTON FOR THE PRODUCTS / SERVICE, OR FOR OTHER INSTANCES ENUMERATED UNDER THIS AGREEMENT WHERE YOU WOULD BE BOUND. YOU HEREBY GRANT BITBAND’S AFFILIATES ALL THE RIGHTS AND BENEFITS AFFORDED TO BITBAND BY THIS AGREEMENT.