Terms and Conditions

EULA

 

GENERAL

 

This end user license agreement (“license agreement”) is a legal agreement between you (“the user”) and MarkupX, Inc. (“the company”) (each “a party” and together “the parties”). You should read the following agreement carefully before accepting its terms. The product contains embedded software (“software”), the access and use of which is licensed by company to its customers for their use only as set forth below. By clicking “I accept the agreement” or accessing, installing or using the product, you indicate that you have read and understand this agreement and you agree to be bound by its terms currently in effect and as updated by the company from time to time. It is your responsibility to check this license agreement periodically for changes. Your continued use of the software following the posting of changes will mean that you accept and agree to the changes. The company will make the current version of the license agreement available at www.markupx.com your use of the software is subject to the most current version of the license agreement at the time of such use. You represent and warrant that you have the capacity to enter into this license agreement relating to the software and are of sufficient legal age in your jurisdiction or residence to access, install or use the software. this agreement is valid tor the trial and full version of the software.

DEFINITIONS

 

For purposes of this License Agreement, the following terms will have the meanings ascribed to them below. “User” means a physical person or a legal entity that has installed a Trial Version or purchased a Full Version of the Software. ”Software” means all of the contents of the files or other media for which this License Agreement is provided, including but not limited to a license key and software setup files and modified versions, updates, additions, and copies of the software, if any, licensed to you by The Company. "User Employees" means an employee of User authorized to use the Software. “Trial Version” means a version of the Software that can be used for 21 days (24 hour period) starting from the first use of Trial Version, with the aim of demonstration and evaluation. A Trial Version allows to test all software features before having to purchase a Full Version of the Software. “License Subscription Fees” means the fees paid to purchase Full Version license. “Full Version” means a complete and unabridged version of the Software that can be used for the defined period of time and on the defined number of systems for which the Full Version was purchased. “Confidential Information” means all non-public information, whether business or technical in nature, that The Company designates as being confidential, or which under the circumstances of disclosure ought to be treated as confidential and shall include (but is not limited to) information concerning business methods, business plans, new product launches, customer and vendor information, internal policies and procedures and pricing and other financial information.

LICENSE GRANT

 

Subject to the terms and conditions of this License Agreement, The Company grants you a limited, non-exclusive, non-transferable, fully-revocable, worldwide license, without the right to sublicense, to permit you and your Employees to use the Software, only in object code form, solely for internal use as it relates to your operations. The Trial Version of the Software may be installed and used free of charge for the purpose of trying and evaluating the Software. After the trial period of using the Software is over (after 21 days (24 hour period) starting from the exact moment of installation), you are not allowed to use the Trial Version on the system where Trial Version was previously installed and expired. A purchased Full Version license allows you to download and use the Software on your system for the defined period of time for which the Full Version was purchased. You may install the Full Version of the Software to the number of systems covered by the purchased version of the license. You shall not, and shall not permit any third party to: (i) use the Software except to the extent permitted in this License Agreement; (ii) adapt, translate, decipher, decompile, reverse engineer, disassemble, modify, otherwise alternate or create any derivative work of any part of the Software; (iii) permit any third parties to use the Software; (iv) market, sublicense, publish, distribute, reproduce, copy, assign, transfer, rent, lease or loan the Software; (v) share activation codes; or (vi) use the Software as a hosted application, whether in connection with a facility management, timesharing, service provider, and/or service bureau arrangement or otherwise. In using the Software, you shall be solely responsible for all activities that occur under your account. The Company may modify or discontinue, temporarily or permanently, the Software or any portion thereof, with or without notice. You agree that The Company shall not be liable to you or anyone else if we do so.

LICENSE FEES

 

In consideration for the Full Version license granted by The Company under this License Agreement, you shall pay to The Company the License Subscription Fees in the amount set forth on the pricing page in accordance with the terms set forth therein. License Subscription Fees are subject to change from time to time at the option of The Company. Any change to our pricing or payment terms shall become effective in the billing cycle following such change. License Subscription Fees are non-refundable. You shall, in addition to the other amounts payable under this License Agreement, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this License Agreement. You agree to indemnify, defend, and hold The Company, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from your failure to report or pay any such taxes, duties or assessments.

OWNERSHIP

 

The Software, including any and all updates and any authorized copies thereof are the intellectual property of, and are owned solely by, The Company and by third parties whose intellectual property has been licensed by The Company. The Software is protected by copyright law, including without limitation, the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly provided in this License Agreement, you are not granted any rights under The Company's or its licensors' intellectual property rights in the Software, and The Company and such licensors reserve all rights not expressly granted to you under this License Agreement. You shall not remove, obscure, revise, or alter any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Software. All copyrights, trademarks and all other intellectual property rights in and to the Software are and shall remain the sole and exclusive property of The Company. Nothing in this Agreement shall confer any rights in any trade name, business name or trademark of The Company to you. You agree to keep confidential and use your best efforts to prevent and protect the contents and output of the Software from unauthorized disclosure.

WARRANTY DISCLAIMER

 

You use the software at your own risk. notwithstanding anything to the contrary and to the maximum extent permitted by applicable law, the company provides the software “as-is” and “as available” and disclaims and excludes all representations, warranties, conditions and terms, whether statutory, express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, and non-infringement of third-party rights, except for, and only to the extent that, any such representation, warranty, condition or term may not be excluded or limited by applicable law in licensee's jurisdiction. The company does not guarantee any specific results from the use of the software. The company makes no warranty that the software will be uninterrupted, free of viruses or other harmful code, timely, secure, or error-free. Rendering of any support services or technical or other advice or service by the company, its dealers, distributors, agents or employees, or any third party, shall not create a warranty or in any way increase the scope of this warranty and you may not rely upon such service, information or advice.

LIMITATION OF LIABILITY

 

In no event shall the company be liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, revenue or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of this software, even if advised of the possibility of such damage.

INDEMNIFICATION

 

To the full extent allowed by law, the company disclaims and excludes for itself, its officers, directors, employees, agents, successors, assigns, affilliates, resellers, distributors and its suppliers any liability, whether based in contract, tort (including negligence and strict liability), or otherwise, for incidental, consequential, indirect, special, or punitive damages of any kind or for loss of revenue or profits, loss of business, loss of information or data, or other loss arising out of or in connection with the sale, installation, maintenance, use, performance, failure, or interruption of the software, even if the company or its suppliers has been advised of the possibility of such damages, and limits its liability to replacement, repair, or refund of the purchase price paid, at the company’s option. This disclaimer of liability for damages will not be affected if any remedy provided herein fails its essential purpose.

TERM AND TERMINATION

 

The Trial Version of the Software is effective for 21 days (24 hour period) starting from the exact moment of installation. Your rights under this version will be terminated by The Company automatically after the trial period is over. The Full Version of the Software is effective until the end of the defined period of time for which the Full Version of the Software was purchased. The defined period for a Full Version license commences immediately upon receipt by The Company of the activation code. This License Agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to The Company. It will also terminate immediately if you fail to comply with any term of this License Agreement. Upon such termination, the licenses granted by this License Agreement will immediately terminate and you agree to stop all access and use of the Software. The provisions that by their nature continue and survive will survive any termination of this License Agreement.

UNITED STATES GOVERNMENT LEGEND

 

The Software is commercial in nature and developed solely at private expense. The Software is delivered as “Commercial Computer Software” as defined in DFARS 252.227-7014 (June 1995) or as a “Commercial Item” as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in this License Agreement. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (November 1995) or FAR 52.227-14 (June 1987), whichever is applicable.

EXPORT RESTRICTIONS

 

The Software and Product are subject to US export control laws and may be subject to export or import regulations in other counties. You agree not to export or re-export the Software or any products utilizing the Software in violation of any applicable laws or regulations, in particular, but without limitation, United States export control laws. You hereby agree to indemnify and hold The Company harmless from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorneys’ fees) arising out of or resulting from your breach of this paragraph.

CONFIDENTIALITY

 

The User agrees that during and after the existence of this License Agreement it will hold in strictest confidence, and will not use for any purpose unrelated to its performance of this License Agreement or disclose to any third party, any Confidential Information of The Company. The restrictions on disclosure imposed by this paragraph shall not apply to information that is required by law or order of a court, administrative agency or other governmental body to be disclosed by User, provided that in each such case User provides The Company with prompt written notice of such order or requirement and reasonably assists The Company in obtaining a protective order or other appropriate relief.

NO IMPLIED RIGHTS

 

All rights not expressly granted by The Company to you in this License Agreement are hereby reserved by The Company. There are no implied rights in this License Agreement. The Parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other Party. This License Agreement will not be construed to create or imply any partnership, agency, joint venture or formal business entity of any kind. Nothing in this License Agreement shall be construed as creating a right which is enforceable by any person who is not a party to this License Agreement or a permitted assignee of such a party.

NOTICES

 

The Company may send notices to you via email, regular mail, postings on or within The Company’s website, or other reasonable means now known or hereafter developed. Notices will be sent to the address that you registered with The Company. Notices to The Company shall be given to 3152 NW 29th Avenue, Camas, 98607, WA, United States, email: info@markupx.com.

ASSIGNMENT

 

You may not assign or transfer your rights under this License Agreement. Any purported assignment or transfer in violation of this paragraph is void. The Company may, without consent, assign this License Agreement to an entity merging with, consolidating with, or purchasing substantially all its assets or stock, provided that the assignee shall assume all rights and obligations under this License Agreement.

SEVERABILITY

 

In the event any provision of this License Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact shall be substituted therefor.

WAIVER

 

No delay or failure by either Party to exercise any right or remedy under this License Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the Party waiving its rights. A waiver by any Party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

GOVERNING LAW. DISPUTE RESOLUTION.

 

This License Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington without giving effect to its conflicts of law rules. Each of the Parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts of the State of Washington, United States. You acknowledge that you have read this license agreement, understand it and agree to be bound by its terms and conditions. You further agree that this agreement is the complete and exclusive statement of the agreement between you and the company which supersedes any proposal, or prior agreement, oral or written, and any other communications between you and the company relating to the subject matter hereof.

Effective as of: 1/1 2023

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