Eklipsa Software End User License Agreement

1. Services

1.1 License

Provider grants You a non-exclusive, non-transferable, revocable, limited license to download and use the Software on a device You own or lawfully control for Your own business purposes. The Software, including software embedded in the Software, is licensed, not sold, to You. This Software may incorporate some third-party software; please see the Documentation for additional notices required by certain third-party licensors. The license granted herein is limited to the number of authorized users and devices as specified within the Software and herein.

1.2 Documentation

Accompanying the Software at download, on Provider's website at https://eklipsa.ai, or on any website linked from such website that is owned or controlled by Provider, Provider may provide documentation that is uniformly available and applicable to all Provider customers and relates to the operation and use of the Software, including directions and acknowledgements, each as updated by Provider from time to time ("Documentation").

1.3 Restrictions

You shall use the Software strictly in compliance with this EULA, the Documentation, and applicable laws and regulations, and shall promptly notify Provider of any known unauthorized use. Your use of the Software is subject to Eklipsa Software's Terms of Service. You shall not, and shall not permit any third party to:

1. Reverse engineer, decompile, or disassemble any portion of the Services;
2. Modify, translate, or create derivative works based on the Services;
3. Copy or reproduce all or any part of the Services, except as expressly permitted herein;
4. Sublicense, rent, lease, lend, sell, or otherwise transfer or distribute the Services to any third party; or
5. Use the Services in any unlawful manner or to infringe upon the intellectual property rights of Provider or any third party.

1.4 Updates and Support

Provider may modify, upgrade or otherwise update the Software at any time. Provider may provide support for the Software but has no obligation to furnish such support to You and may cease to offer such support at any time without notice. You acknowledge that no third party (e.g., Alphabet Inc., Apple Inc. or Adobe Inc.) has an obligation to furnish any support in connection with the Software or Your device.

1.5 Compatible Devices and OS

The Software is only available for installation and use on certain devices and operating systems. Documentation for the Software may identify compatible devices and operating systems; however, regardless of such Documentation, determining whether Your device and operating system are compatible with the Software is solely Your responsibility. Using the Software on any non-compatible device is a breach of the terms of this Agreement subject to termination of the Services.

1.6 Electronic Messaging

By downloading and using the Software, You authorize Provider to send You (including via email and push notifications) information regarding the Software and Services, including: (a) notices about Your use of the Software and Services and violations of this EULA; (b) updates to the Software, Services, privacy policies, and this EULA; and (c) promotional information and materials regarding Provider's products and services, or other third parties' products and services. As may be provided in the information sent or the settings or account information section of the Software or the Subscription Services, You may be able to adjust Your notification and messaging preferences, including unsubscription.

2. Privacy

In order to provide the Software and its extension or integration to the Subscription Services, Provider may collect certain information about You and Your device, including technical and telemetry data related to Your use of the Software. Provider uses and protects that information in accordance with the Eklipsa Software Privacy Policy.

3. Intellectual Property Rights

The Software and any intellectual property related to the Subscription Services are owned by Provider and its licensors, and are protected by copyright, trademark, and other intellectual property laws. You acknowledge and agree that Provider and its licensors retain all right, title, and interest in and to the Services, including all intellectual property rights therein.

4. Disclaimer and Limitation of Liability

4.1 Disclaimer

Except for the representations and warranties expressly stated in this EULA, Provider makes no representations and disclaims all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing: (a) Provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, compliance with laws, non-infringement, and accuracy; (b) Provider does not warrant that the Software will be error-free or operate without interruptions or downtime; and (c) Your download and use of the Software is at Your own discretion and risk and You are solely responsible for any damages to Your devices or for loss of data that result from the download or use of the Software.

4.2 Limitation of Liability

To the extent permitted by law, in no event will Provider be liable for any lost profits, goodwill, or revenues or for any incidental, consequential, special, indirect, cover, business interruption, or punitive damages in connection with any claim of any nature, whether in contract, tort, or under any theory of liability, arising under this EULA, even if Provider has given You advance notice of such possible damages or if Provider's remedy otherwise fails of its essential purpose. To the extent permitted by law, Provider's entire liability under this EULA will not exceed the greater of one hundred U.S. dollars or the fees paid by You to Provider for the Software during the twelve (12) months prior to the date on which the liability arose. The existence of more than one claim will not enlarge this limit.

5. Suspension and Termination

This Agreement shall commence on the date You first access or use the Services and shall continue for the initial subscription term. This Agreement may be renewed for additional subscription terms upon Your payment of the applicable fees. Provider reserves the right to restrict or prohibit Your download or use of the Software at any time based on the status of Your Subscription Services account under the Services Agreement. You acknowledge and agree that if Your Subscription Services account is suspended or terminated, You will no longer download or use the Software and Your access to data, information, and content that is stored within the Subscription Services may be restricted or prohibited.

6. General

6.1 Compliance

You represent and warrant that: (a) You are not located in a country that is subject to a United States Government embargo, or that is on Title 15, Part 740 Supplement 1 Country Group E of the United States Code of Federal Regulations; (b) You are not located in a country that has been designated by the United States Government as a "terrorist supporting" country; and (c) You are not listed on any United States Government list of prohibited or restricted parties. You further agree not to download or transport the Software to or use the Software in any such country.

6.2 Feedback

By using the Software and agreeing to this EULA You grant Provider a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into Provider's products and services any feedback or suggestions for enhancement that You provide to Provider ("Feedback"), without any obligation of compensation. Feedback is provided by You "as-is," without representations or warranties, either express or implied, including any warranties of merchantability or fitness for a particular purpose.

6.3 Contact

Provider may be contacted or noticed at the following address and email: Attn: Legal, 55 Public Square, Suite 2100, Cleveland, OH 44113, or legal@eklipsa.ai.

6.4 Governing Law

This EULA is governed by and construed in accordance with the laws governing Your Service Agreement.

6.5 Entire Agreement

This EULA, together with the Eklipsa Software Service Agreement, Eklipsa Software Privacy Policy, and Eklipsa Software Terms of Service, which are all incorporated herein by reference, represent the entire agreement between Provider and Customer with respect to the Software. Your access to and use of the Service remains subject to the agreement between You and Provider governing such access and use (the "Service Agreement"). With respect to Your use of the Software, to the extent the Service Agreement conflicts with this EULA, the terms of this EULA will control.

6.6 Revisions

Provider reserves the right to revise this EULA at any time and for any reason. Provider will post the most current version of this EULA at https://eklipsa.ai/legal/downloadable-software-agreement. If Provider makes material changes to this EULA, You will receive notification of such revision via the Software. Notwithstanding the foregoing, You are responsible for complying with the updated terms posted online at Provider's website even if these updated terms appear online at Provider's website before being posted on the Software. Your continued use of the Software after Provider publishes notice of changes to this EULA indicates Your consent to the updated terms.

7. Third Parties

7.1 EULA Claims

This EULA is between You and Provider and not between You and any third party. You agree that any claims brought by You arising out of this EULA or Your use of the Software will not be made against any third party that has licensed or authorized the association or integration of its products, applications, or content with the Software. Notwithstanding the foregoing, upon Your acceptance of this EULA, any applicable third party may enforce this EULA against You as a third-party beneficiary thereof.

7.2 Intellectual Property Rights

In the event of a third-party claim that the Software, or Your possession and use of the Software, infringes or misappropriates a third party's intellectual property rights, Provider will be solely responsible for the investigation, defense, settlement and discharge of any such claim.

7.3 Products

If You separately procure services, applications, or content from a third party ("Third Party Products") for use with the Software, any such use is subject to the end-user license or use agreement that You accept from or establish with the third party. Third Party Products are not Software and, as between the parties, Provider has no liability with respect to Your procurement or use of Third Party Products.