Celadon Reef LLC End User License Agreement and Warranty (“Agreement”)
THIS AGREEMENT IS A LEGAL DOCUMENT PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING SOFTWARE FROM CELADON REEF LLC. BY USING CELADON REEF SOFTWARE, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS END USER LICENSE AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS END USER LICENSE AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE CELADON REEF SOFTWARE. THIS END USER LICENSE AGREEMENT DOES NOT PROVIDE ANY RIGHTS TO CELADON REEF SERVICES SUCH AS SOFTWARE MAINTENANCE, UPGRADES OR SUPPORT. PLEASE REVIEW YOUR SERVICE OR SUBSCRIPTION AGREEMENT(S) THAT YOU MAY HAVE WITH CELADON REEF OR OTHER AUTHORIZED CELADON REEF SERVICE PROVIDERS REGARDING SERVICES AND ASSOCIATED PAYMENTS.
This End User License Agreement ("EULA") governs the use of any of the versions of Celadon Reef Operating System, certain other Celadon Reef software applications that include or refer to this license, and any related updates, source code, documentation, appearance, structure and organization (the "Programs"), regardless of the delivery mechanism.
- Licence Grant. Subject to the following terms, Celadon Reef LLC ("Celadon Reef") grants to you a perpetual, non-exclusive, worldwide license to the Programs (most of which include multiple software components) pursuant to various free and open source licenses set forth on Celadon Reef’s website: http://celadonreef.com/cros-advantage/commercial-open-source. The license agreement for each software component is located in the software component's source code and permits you to run, copy, modify, and redistribute the software component (subject to certain obligations in some cases), both in source code and binary code forms, with the exception of (a) certain binary only firmware components and (b) the images identified in Section 2 below. The license rights for the binary only firmware components are located with the components themselves. This EULA pertains solely to the Programs and does not limit your rights under, or grant you rights that supersede, the license terms of any particular component.
- Intellectual Property Rights. The Programs and each of their components are owned by Celadon Reef and/or other licensors and are protected under copyright law and under other laws as applicable. Title to the Programs and any component, or to any copy, modification, or merged portion shall remain with Celadon Reef and other licensors, subject to the applicable license. The "Celadon Reef" trademark is a registered trademark of Celadon Reef in the U.S. and other countries. This EULA does not permit you to distribute the Programs or their components using Celadon Reef's trademarks, regardless of whether the copy has been modified. You may make a commercial redistribution of the Programs only if permitted under a separate written agreement with Celadon Reef authorizing such commercial redistribution. Modifications to the software may corrupt the Programs.
- Limited Warranty. Except as specifically stated in this Section 3, a separate agreement with Celadon Reef, or a license for a particular component, to the maximum extent permitted under applicable law, the Programs and the components are provided and licensed "as is" without warranty of any kind, expressed or implied, including the implied warranties of merchantability, non-infringement or fitness for a particular purpose. Celadon Reef warrants that the media on which the Programs and the components are provided will be free from defects in materials and manufacture under normal use for a period of 30 days from the date of delivery to you. Neither Celadon Reef nor its affiliates warrants that the functions contained in the Programs will meet your requirements or that the operation of the Programs will be entirely error free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. This warranty extends only to the party that purchases the services for the Programs from Celadon Reef and/or its affiliates or a Celadon Reef authorized distributor.
- Limitation of Remedies and Liability. To the maximum extent permitted by applicable law, your exclusive remedy under this EULA is to return any defective media within 30 days of delivery along with a copy of your payment receipt and Celadon Reef, at its option, will replace it or refund the money you paid for the media. To the maximum extent permitted under applicable law, under no circumstances will Celadon Reef, its affiliates, any Celadon Reef authorized distributor, or the licensor of any component provided to you under this EULA be liable to you for any incidental or consequential damages, including lost profits or lost savings arising out of the use or inability to use the Programs or any component, even if Celadon Reef, its affiliates, an authorized distributor and/or licensor has been advised of the possibility of such damages. In no event shall Celadon Reef's or its affiliates' liability, an authorized distributor's liability or the liability of the licensor of a component provided to you under this EULA exceed the amount that you paid to Celadon Reef for the media under this EULA.
- Export Control. As required by the laws of the United States and other countries, you represent and warrant that you: (a) understand that the Programs and their components may be subject to export controls under the U.S. Commerce Department's Export Administration Regulations ("EAR"); (b) are not located in a prohibited destination country under the EAR or U.S. sanctions regulations (currently Cuba, Iran, Iraq, North Korea, Sudan and Syria, subject to change as posted by the United States government); (c) will not export, re-export, or transfer the Programs to any prohibited destination or persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, or any similar lists maintained by other countries, without the necessary export license(s) or authorization(s); (d) will not use or transfer the Programs for use in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses where prohibited by an applicable arms embargo, unless authorized by the relevant government agency by regulation or specific license; (e) understand and agree that if you are in the United States and export or transfers the Programs to eligible end users, you will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the Commerce Department's Bureau of Industry and Security, which include the name and address (including country) of each transferee; and (f) understand that countries including the United States may restrict the import, use, or export of encryption products (which may include the Programs and the components) and agree that you shall be solely responsible for compliance with any such import, use, or export restrictions.
- Third Party Programs. Celadon Reef may distribute third party software programs with the Programs that are not part of the Programs. These third party programs are not required to run the Programs, are provided as a convenience to you, and are subject to their own license terms. The license terms accompany the third party software programs. If you do not agree to abide by the applicable license terms for the third party software programs, then you may not install them. If you wish to install the third party software programs on more than one system or transfer the third party software programs to another party, then you must contact the licensor of the applicable third party software programs.
- General. If any provision of this EULA is held to be unenforceable, the enforceability of the remaining provisions shall not be affected. Any claim, controversy or dispute arising under or relating to this EULA shall be governed by the laws of the State of Florida and of the United States, without regard to any conflict of laws provisions. The rights and obligations of the parties to this EULA shall not be governed by the United Nations Convention on the International Sale of Goods.
- Hardware. In the event Celadon Reef software or programs are used in conjunction with hardware the terms and conditions of this End User License Agreement shall apply.
Effective June 1, 2012