SUBTERRA  - END USER LICENSE AGREEMENT (EULA)

PLEASE READ THIS EULA CAREFULLY BEFORE USING OR DOWNLOADING THE SOFTWARE. BY DOWNLOADING OR USING THE SOFTWARE OR ANY SOFTWARE UPDATES, AS APPLICABLE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD OR USE THE SOFTWARE OR ANY SOFTWARE UPDATES.  IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT ENTITY TO THIS AGREEMENT.  IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE PRODUCT.


This End User License Agreement (this “Agreement”) is a legal agreement between you and, if applicable, the company or other legal entity you represent (collectively, “Licensee”) and Subterra, Inc. a Delaware corporation (“Company”).

1. Product; Terms.  This Agreement governs the Licensee’s use of the software product, a cloud-based Terralytics platform services, which includes software, applications and hosted data analytics services, along with rental usage of Subterra’s data collection solutions and Subterra’s mobile applications associated with this Agreement (collectively, the “Product”).  If Licensee purchased a software license for the Product from Company, then this Agreement serves as a reminder of the licensing terms included in Company’s Software License/Subscription Agreement entered into by the parties (the “Software License/Subscription Agreement”), but in the event of a conflict between this Agreement and any terms in Company’s Software License/Subscription Agreement, the terms of Company’s Software License/Subscription Agreement will govern.  Each party represents to the other party that the person executing this Agreement on its behalf has actual authority to bind it to this Agreement.  This Agreement contains, among other things, warranty disclaimers, liability limitations and use limitations.


2. Grant of License and Restrictions. Licensee will only use the Product as expressly permitted herein. Licensee further agrees that it will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Product or any software (including embedded software), documentation or data related to the Product (“Software”); modify, translate, or create derivative works based on the Product or any Software; use (or disclose) the Product or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; use or access the Product or the Software to develop a product or service that is competitive with the Product or engage in competitive analysis or benchmarking; remove any proprietary notices or labels; or modify, adapt or hack the Product, or otherwise attempt to gain unauthorized access to the Product or their related systems or networks. With respect to any Software (in any form) that is provided or accessible to Licensee (including any embedded in the Software), Subterra hereby grants Licensee a non-exclusive, non-transferable, non-sublicensable license to use such Software solely internally in connection with the Services and for no other purpose. 

 

3. Ownership.  Company retains ownership of all Products and documentation and copies thereof, and reserves all rights not expressly granted in this Agreement. Licensee will maintain on any copies and any media the copyright notice and any other notices that appear on the Product and documentation.  
Termination. If either party breaches this Agreement, the other party will have the right to terminate this Agreement (and all licenses immediately.  Upon expiration or termination, Licensee will cease use of Products and return or destroy all copies of Products.  Except as otherwise expressly provided, the terms of this Agreement will survive expiration or termination. 

 

4. Termination. is not an exclusive remedy and all other remedies will be available whether or not termination occurs.

 

5. Warranty and Disclaimer.  THE PRODUCT AND SOFTWARE ARE BEING PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND.  THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUALITY, ACCURACY AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. Without limiting the foregoing, Subterra makes no warranty that the Products will be error-free, complete, free from interruption or failure, or absolutely secure from unauthorized access.

 

6. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL COMPANY BE LIABLE TO LICENSEE UNDER THIS AGREEMENT FOR ANY DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, LOSS OF DATA, APPLICATION OR EQUIPMENT DOWNTIME, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER, WHETHER IN TORT, CONTRACT OR OTHERWISE, ARISING OUT OF LICENSEE’S USE OR INABILITY TO USE THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO LICENSEE FOR ALL DAMAGES IN ANY ONE OR MORE CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED $100.

 

7. Miscellaneous. Neither this Agreement nor the licenses granted hereunder are assignable or transferable by Licensee without the prior written consent of Company by operation or law (including a change of control) or otherwise; any attempt to do so will be void. Company may assign this Agreement in whole or in part. Any notice, report, approval or consent required or permitted hereunder will be in writing. No failure or delay in exercising any right hereunder will operate as a waiver thereof, nor will any partial exercise of any right or power hereunder preclude further exercise. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement will be construed pursuant to the laws of the State of Ohio and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Any waivers or amendments will be effective only if made in writing.  This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.  The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.  The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.  

 

8. U.S. federal government end user. Company provides the Product for federal government end use as a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202.  Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Product is provided to Licensee with only those rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Company to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.


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Last Update: June 10, 2022