End-User License Agreement (EULA)
This End-User License Agreement (“EULA”) is a legal agreement between you (“Licensee”) and Coordona (“Licensor”) for the custom integration development services (“Services”) and any associated deliverables (“Developed Materials”) provided by Licensor.
1. Grant of License:
Licensor grants Licensee a non-exclusive, non-transferable, royalty-free license to use the Developed Materials solely for the purpose of integrating with your existing systems and applications (the “Permitted Use”).
Licensee acknowledges that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in and to the Services and Developed Materials remain the exclusive property of Licensor or its licensors.
2. Restrictions on Use:
Licensee shall not modify, reverse engineer, decompile, disassemble, or translate the Developed Materials without Licensor’s prior written consent.
Licensee shall not distribute, sublicense, rent, lease, or otherwise make the Developed Materials available to any third party.
Licensee shall not use the Developed Materials for any purpose other than the Permitted Use.
Licensee shall not seek to claim ownership of the Developed Materials.
3. Data Privacy:
Licensor will use commercially reasonable efforts to protect any data provided by Licensee during the course of providing the Services.
Licensee is responsible for complying with all applicable laws and regulations regarding the collection, use, and disclosure of data.
4. Warranty and Disclaimer:
Licensor warrants that the Developed Materials will be delivered in a professional and workmanlike manner, free from material errors or defects at the time of delivery.
Licensor is not responsible for changes in Developed Materials performance that arise from changes to related systems, including changes made by Licensee or other third parties.
LICENSOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
5. Infringement:
Licensor has the sole right and discretion to bring infringement proceedings involving the Developed Materials.
6. Limitation of Liability:
IN NO EVENT WILL EITHER PARTY SEEK OR BE LIABLE FOR PUNITIVE, EXEMPLARY, ENHANCED, OR TREBLED DAMAGES, ARISING FROM OR RELATING TO THIS EULA OR THE SERVICES WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER TORT CLAIM.
7. Confidentiality:
Both parties agree to hold in confidence all confidential information of the other party disclosed pursuant to this EULA.
8. Entire Agreement:
This EULA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
9. Governing Law:
This EULA shall be governed by and construed in accordance with the laws of the State of Texas.
10. Severability:
If any provision of this EULA is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
11. Waiver:
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any subsequent breach or default.
12. Force Majeure:
Neither party shall be liable for any delay or failure to perform its obligations hereunder due to causes beyond its reasonable control, including, without limitation, acts of God, acts of war or terrorism, strikes or other labor disputes, fires, floods, or other natural disasters including health crisis.
13. Acknowledgement
BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS EULA AND AGREE TO BE BOUND BY ITS TERMS.