BY CHECKING THE ACCEPTANCE BOX OR INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU ARE ACCEPTING ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PUBLISHED ON EXPLORATORY’S WEBSITE AT EXPLORATORY.IO (AS MAY BE RELOCATED BY EXPLORATORY FROM TIME TO TIME). YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU AND LEGALLY BINDING BETWEEN YOU AND EXPLORATORY, INC. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, DO NOT INSTALL THE SOFTWARE. IN THE EVENT YOU ARE REDIRECTED TO EXPLORATORY’S WEBSITE, YOU AGREE THAT YOUR USE IS SUBJECT TO ANY TERMS POSTED THEREON, INCLUDING WITHOUT LIMITATION ANY TERMS OF SERVICE, DATA POLICIES AND PRIVACY POLICIES.
This End User License Agreement (“Agreement”) is between Exploratory and the user (individual or entity) that has downloaded the Software for use as an end user (“you”). This Agreement covers any Software and Documentation.
Authorized User: means those licensed uniquely identified individuals who are authorized by you to install and/or use the Software regardless of whether those individuals are actively using the Software at any given time. Licenses granted on an Authorized User basis may be reassigned between uniquely identified individuals over time, but may not be reassigned so frequently as to enable the sharing of a single license between multiple users.
Customer Data: means data generated by you or your Authorized User and used by or imported into the Software, but excludes data generated by a Client Sublicensee unless such data is combined with your data or is relevant to your provision of services to such Client Sublicensee.
New Versions: means an upgrade or update of the Software provided by Exploratory to you in accordance with the terms of Section 8.2.
Documentation: means any supporting product documentation provided with the Software by Exploratory to you.
Software: means the Exploratory software product called “Exploratory Desktop" provided in connection with this Agreement in object code form. “Software” shall also include any New Versions provided to you under this Agreement. Unless otherwise noted, the Software and Documentation are referred to collectively herein as Software.”
Exploratory Service: means the service Exploratory provides in conjunctions with use of the Software and described on Exploratory’s website located at exploratory.io. Exploratory Service may be used pursuant to Exploratory’s Terms of Service.
By downloading, installing, using, or copying the Software, you accept and agree to be bound by the terms of this EULA. If you do not agree to all of the terms of this EULA, you may not download, install, use or copy the Software.
You must register with Exploratory in accordance with the registration process provided by Exploratory, prior to your usage of the Software, subject to the terms of this Agreement. Exploratory reserves the right to contact you to offer additional products and services.
You may install and use an unlimited number of copies of the Software on an unlimited number of your compatible computers, provided that you are the only person who may use the Software under this Agreement. Exploratory may collect, use and store any data or information with respect to your usage of Software to modify and improve any Exploratory product, Exploratory business, or provide additional software or services, without any compensation to you.
Products are made available on a limited license or access basis, and no ownership right is conveyed to Licensee, irrespective of the use of terms such as "purchase" or "sale". Exploratory has and retains all right, title and interest, including all intellectual property rights, in and to the Products any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for Exploratory, including without limitation as they may incorporate Feedback (as defined below).
Subject to all of the terms and conditions of this Agreement, Exploratory grants you a limited, worldwide, non-transferable, non-sublicensable, non-exclusive license to use the Software (a) internally and only to create files to publish to Exploratory Service; (b) in accordance with (i) the Documentation, including with respect to the platforms and configurations specified therein, and (ii) all other restrictions as set forth in writing by Exploratory, including without limitation the Terms of Service. You may not use the Software for any other purpose.
Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Exploratory and its licensors have and will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software provided by Exploratory and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software provided by Exploratory and that no ownership rights are being conveyed to you under this Agreement or otherwise.
This EULA applies whether you purchase an Exploratory Subscription directly from Exploratory, Inc. or through resellers. If you purchase through a reseller, the Exploratory Subscription details shall be as stated in the Subscription Confirmation issued by a reseller to Licensee, and the reseller is responsible for the accuracy of any such Subscription Confirmation. Resellers are not authorized to make any promises or commitments on Exploratory's behalf, and Exploratory, Inc. is not bound by any obligations to Licensee other than as specified in this Agreement.
You must pay all fees associated with the Software licensed and any services purchased hereunder as set forth in the applicable Ordering Document. All payments shall be made in the currency noted on the applicable Ordering Document within thirty (30) days of the date of the applicable electronic invoice. Except as expressly set forth herein, all fees are non-refundable once paid.
You have no obligation to provide us with ideas, suggestions, or proposals ("Feedback"). However, if you submit Feedback to us, then you grant us a nonexclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
Subject to the terms of this Agreement, you are granted a one-time right to install and use Exploratory for evaluation purposes without charge for a period of thirty (30) days from the date of the activation, unless otherwise specified ("Evaluation Period"). Your use of Exploratory during Evaluation Period shall be limited to the internal evaluation of Exploratory for the sole purpose of determining whether it meets your requirements and whether you desire to continue using it.
You may withdraw from using Product at your sole discretion anytime before expiration of Evaluation Period. Upon expiration of Evaluation Period, your right to continue to use Exploratory will terminate, unless your purchases a Subscription to the Exploratory products and services. The product contains a feature that will automatically disable the product upon expiration of Evaluation Period.
The Software automatically communicates with Exploratory servers for authenticating your user account.
Certain components of the Software may be subject to open-source software licenses ("Open-Source Components"), which means any software license approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. The Software documentation includes copies of the licenses applicable to the Open-Source Components.
To the extent there is conflict between the license terms covering the Open-Source Components and this EULA, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component. To the extent the terms of the licenses applicable to Open-Source Components require Licensor to make an offer to provide source code in connection with the Product, such offer is hereby made, and you may exercise it by contacting support@exploratory.io
The Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein are the exclusive property of Exploratory. Exploratory reserves all rights in and to the Software not expressly granted to you in this EULA.
The names Exploratory, Exploratory Desktop, Exploratory Public, Exploratory Collaboration Server, Exploratory Web Server, Exploratory Cloud, and related Exploratory logos and/or stylized names are trademarks of Exploratory. You agree not to display or use these trademarks in any manner without Exploratory's prior, written permission.
This Agreement is effective as of your download of the Software and continues until terminated in accordance with this Agreement (the “Term”). Notwithstanding anything to the contrary, Exploratory may terminate this Agreement, for any reason or no reason whatsoever, at any time by delivering a written notice of termination to you. Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
Upon any expiration or termination of this Agreement, you shall cease any and all use of any Software, destroy all copies thereof and so certify to Exploratory in writing.
Exploratory warrants to you that for a period of thirty (30) days from Delivery (the “Warranty Period”) the Software shall operate in substantial conformity with the Documentation. Exploratory does not warrant that your use of the Software will be uninterrupted or error-free or that any security mechanisms implemented by the Software will not have inherent limitations. Exploratory’s sole liability (and your exclusive remedy) for any breach of this warranty shall be, in Exploratory’s sole discretion, to use commercially reasonable efforts to provide you with an error-correction or workaround which corrects the reported non-conformity, or if Exploratory determines such remedies to be impracticable within a reasonable period of time, to refund the license fee paid for the applicable Software. Exploratory shall have no obligation with respect to a warranty claim unless notified of such claim within the Warranty Period. For the avoidance of doubt, this warranty applies only to the initial Delivery of Software under an Ordering Document and does not renew or reset,
Exploratory does not warrant that (i) the Software will meet your specific requirements; (ii) the Software is fully compatible with any particular platform; (iii) your use of the Software will be uninterrupted, timely, secure, or error-free; (iv) the results that may be obtained from the use of the Software will be accurate or reliable; (v) the quality of any products, services, information, or other material purchased or obtained by you through the Software will meet your expectations; or (vi) any errors in the Software will be corrected.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT EXPLORATORY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF EXPLORATORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATED TO THE SOFTWARE, including, for example: (i) the use or the inability to use the Software; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Software; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third-party on the Software; (v) or any other matter relating to the Software.
Exploratory reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice. Exploratory shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Software.
The above warranty shall not apply: (a) if the Software is used with hardware or software not authorized in the Documentation; (b) if any modifications are made to the Software by you or any third party; (c) to defects in the Software due to accident, abuse or improper use by you; (d) to any Evaluation Version or other Software provided on a no charge or evaluation basis; or (e) to any maps created using the Software (“Maps”), such functionality is provided purely for reference purposes. Exploratory makes every effort to ensure the Maps are free of errors but does not warrant the Maps or Map features are accurate. The boundaries and names shown and the designations used in the Maps do not imply official endorsement or acceptance by Exploratory.
Exploratory may provide confidential information to you in connection with this Agreement. Any software, documentation or technical information provided by Exploratory (or its agents), performance information relating to the Software, and the terms of this Agreement shall be deemed “Confidential Information” of Exploratory without any marking or further designation. You agree to hold in confidence and not use or disclose any Confidential Information. Your nondisclosure obligation shall not apply to information which you can document: (a) was rightfully in your possession or known to you prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of yours; (c) is rightfully obtained by you from a third party without breach of any confidentiality obligation; (d) is independently developed by your employees who had no access to such information; or (e) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to Exploratory). You acknowledge that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure Exploratory shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.
You acknowledge that the Software is subject to United States export control and economic sanctions laws, regulations and requirements and to import laws, regulations and requirements of certain foreign governments. You shall not, and shall not allow any third party to, export from the United States or allow the re-export or re-transfer of any part of the Software: (i) to any country subject to export control embargo or economic sanctions implemented by any agency of the U.S. Government; (ii) to any person or entity on any of the U.S. Government’s Lists of Parties of Concern (http://www.bis.doc.gov/index.php/policy-guidance/lists-of- parties-of-concern); (iii) to any known end-user or for any known end- use related to the proliferation of nuclear, chemical or biological weapons or missiles, without first obtaining any export license or other approval that may be required by any U.S. Government agency having jurisdiction with respect to the transaction; or (iv) otherwise in violation of any export or import laws, regulations or requirements of any United States or foreign agency or authority. You shall indemnify and hold harmless Exploratory and its officers, directors, employees and agents from and against any claims, penalties, loss, expense (including attorneys’ fees) or damage arising out of a breach of your obligations under this Section.