SPECTARA ("COMPANY"), LICENSES THE PLATFORM (as defined below) AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT THE USER ("YOU" OR "CUSTOMER") ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.
This End User License Agreement (EULA) ("Agreement") is a legal contract. Company is willing to permit you to access and use the Company Platform only if you accept the terms of this Agreement. By clicking on the "I ACCEPT" button or by installing, downloading, accessing or otherwise copying or using the Platform, you accept and agree to be bound by the terms of this Agreement. By agreeing to be bound by the terms of this Agreement, you also represent that you (i) have the authority to act on behalf of and bind your company or other legal entity to these terms; and (ii) are binding your company or other legal entity to these terms, in which case the terms "Customer" and "you" in this paragraph refer to such entity. If you do not wish to be bound by the terms of this Agreement or do not have the authority to enter into this Agreement on behalf of your company or other legal entity do not accept these Terms and do not access or use the Platform.
Subject to the terms and conditions of this Agreement and payment of applicable fees, Company hereby grants Customer a limited, nonexclusive, non-sublicensable, non-transferable and revocable license to remotely access (i.e. on a SaaS basis) the software ("Platform") for internal business purposes only. You may only use the Platform in accordance with applicable law.
All fees are due as specified in your subscription or purchase order. Unless otherwise specified: (i) Customer will pay all amounts due in Euro currency, (ii) all amounts are due and payable within thirty (30) days of invoice date, and (iii) all fees paid are non-refundable. All amounts payable are exclusive of all taxes.
The Platform may only be used through a Customer account. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under the account. Unauthorized access must be immediately reported to Company.
Customer must not, and shall not allow any third party to:
The Platform remains the exclusive property of Company. All rights not expressly granted are reserved. This Agreement does not convey any ownership interest in the Platform, only a limited right to use.
THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. COMPANY PROVIDES NO COMMITMENT TO MAINTAIN, SUPPORT, OR UPDATE THE PLATFORM.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY.
COMPANY'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO COMPANY IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.
Customer agrees to defend, indemnify and hold harmless Company from and against any and all claims, damages, losses and expenses arising out of or resulting from Customer's use of the Platform, violation of this Agreement, or violation of any third-party rights.
Each party agrees to keep confidential any non-public information received from the other party. This obligation does not apply to information that: (a) was already known; (b) becomes publicly available through no fault of the receiving party; (c) was rightfully received from a third party; or (d) was independently developed.
Customer is responsible for compliance with all applicable data protection and privacy laws. Customer warrants it has all necessary rights and consents for any data processed through the Platform. Company may collect anonymous usage data for improvement and statistical purposes.
This Agreement remains in effect until terminated. Either party may terminate at any time. Company may terminate immediately if Customer breaches this Agreement. Upon termination, all rights granted to Customer cease immediately, and Customer must stop all use of the Platform. All fees paid are non-refundable.
This Agreement constitutes the entire agreement between the parties. Any modifications must be in writing and signed by both parties. If any provision is found unenforceable, the remainder continues in effect. This Agreement is governed by the laws of Ireland, with exclusive jurisdiction in Dublin courts. Company is not liable for delays due to circumstances beyond its reasonable control.
COMPANY HAS NO OBLIGATION TO PROVIDE SUPPORT, MAINTENANCE, UPDATES, OR MODIFICATIONS TO THE PLATFORM. ANY SUPPORT PROVIDED IS AT COMPANY'S SOLE DISCRETION AND MAY BE DISCONTINUED AT ANY TIME WITHOUT NOTICE.
For questions about this Agreement, contact: [email protected]
BY USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.