END USER LICENSE AGREEMENT
IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“You” or the “Authorized User”) AND GOLD COIN KINGDOM LLC (d/b/a Bluecloud (“Bluecloud”,”Bluecloud Solutions”, “We” or “Owner”). BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE BLUECLOUD UNIVERSITY COURSES OR ASSETS (collectively, the “Licensed Materials”), YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END USER LICENSE AGREEMENT ( “Agreement” or “EULA”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE LICENSED MATERIALS. OWNER IS WILLING TO LICENSE AND ALLOW THE USE OF THE LICENSED MATERIALS ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE LICENSED MATERIALS.
Terms and Conditions
LIMITED LICENSE GRANT. The Licensed Materials is provided by Owner, and this EULA provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Licensed Materials conditioned on your continued compliance with the terms and conditions of this EULA. This EULA permits you to use and access for personal or business purposes only the Licensed Materials (i) on a single laptop, workstation, or computer and (ii) from the Internet or through an on-line network. You may also load information from the Licensed Materials into your laptop's, workstation's, or computer's temporary memory (RAM) and print and download materials and information from the Licensed Materials solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Licensed Materials on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with Owner regarding access and usage privileges for the Licensed Materials. Nevertheless, your personal use of the Licensed Materials will be subject to the obligations and restrictions regarding use of the Licensed Materials as set forth in this EULA.
LICENSE RESTRICTIONS. The license described herein is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by Owner through the Licensed Materials in any manner not expressly permitted by this EULA. In addition, you may not modify, translate, decompile, reverse engineer, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, charge or collect from any third person fees for use of, or as or as part of a service bureau for the benefit of third persons, or otherwise use in any manner not expressly permitted herein the Licensed Materials.
As stated above, you are prohibited from creating any derivative work(s) that will be sold as products. For purposes of this Agreement, derivative works mean and include software, object code, source code, documentation, license key codes and all other elements and materials, including updates, modifications and upgrades, based on, incorporating or using in any way in part or in whole the Licensed Materials or portions thereof, including any and all intellectual property, proprietary and other rights of any kind or nature embodied therein, as well as any and all works and results obtained from porting, debugging, modifying, enhancing, translating, compiling, decompiling, or creating derivative works based on or using Licensed Materials. Any and all derivative works that you do create are hereby assigned irrevocably and automatically in perpetuity to Owner, including all copyright and other intellectual property rights therein, throughout the universe, in any and all media now or hereafter known, and for any and all purposes.
You may modify products for your own personal or business use, as is the case in marketing a product. You may not modify the product with the intention of reselling the product as your own. For example – you may not purchase a source code, modify it, then resell that source code on a website. You may, however, modify that source code for your own portfolio.
Third Party SDKs. In some cases, third party SDKs or plugins may be included in the original product as it pertains to usage, monetization, reporting, and overall experience of the app. In all cases, these SDKs hold license with that of original owner and any license agreement or right held with it does not transfer with the sale of product license. All products that are sold by Bluecloud that include third party SDKs that have separate licenses require user to purchase separate license for their own personal use. Bluecloud does not permit usage of third party SDKs that have not been authorized by user.
Exporting Licensed Materials. You may not export or re-export the Licensed Materials except as authorized by United States law and the laws of the jurisdiction in which the Licensed Materials were obtained. In particular, but without limitation, the Licensed Materials may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Licensed Materials, you represent and warrant that you are not located in any such country or on any such list.
USER OBLIGATIONS. By downloading, accessing, or using the Licensed Materials in order to view our information and materials or submit information of any kind, you represent that you are at least the legal age of majority (or, if applicable, you are duly authorized by your employer to enter into this Agreement) and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Licensed Materials. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Licensed Materials. This EULA is also expressly made subject to any applicable export laws, orders, restrictions, or regulations.
OWNER'S PROPRIETARY RIGHTS. This EULA provides only a limited license to access and use the Licensed Materials. Accordingly, you expressly acknowledge and agree that Owner transfers no ownership or intellectual property interest or title in and to the Licensed Materials to you or anyone else and you acknowledge and agree never to challenge Owner's exclusive ownership in and to the Materials and all copyright and other intellectual property rights therein. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, applications, information, derivative work(s) and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Licensed Materials, unless otherwise indicated, are owned, controlled, and licensed by Owner and its successors and assigns and are protected by law including, but not limited to, United States copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. This Licensed Materials is Copyright © 2014 Bluecloud and/or its authorized licensors. All rights reserved. Owner, the Owner logo, and all other names, logos, and icons identifying Owner and its programs, applications, products, and services are proprietary trademarks of Owner, and any use of such marks, including, without limitation, as domain names, without the express written permission of Owner is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.
Except as otherwise expressly granted pursuant to this Agreement, all rights are reserved to Owner, and no other rights are granted by implication, estoppels, reliance, inducement or otherwise. Accordingly, your unauthorized use of the Licensed Materials may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. Owner has no obligation to you to provide any other intellectual property rights or to enforce the rights granted hereunder. You will cooperate with Owner at Owner's reasonable request and expense to enforce Owner's intellectual property and other rights concerning the Licensed Materials. You never shall remove any intellectual property legends applied to the Licensed Materials.
FEEDBACK AND SUBMISSIONS. Owner welcomes your feedback and suggestions about Owner's products, applications or services or the Licensed Materials. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Owner, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Owner and enable Owner to use such feedback. In addition, any feedback received through the Licensed Materials will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Owner to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
DISCLAIMER. WHILE OWNER ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, THE LICENSED MATERIALS AND OTHER MATERIALS AND INFORMATION ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE LICENSED MATERIALS. OWNER MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE LICENSED MATERIALS FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE OR TERRITORY. OWNER ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE OWNER WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES, OR that the Licensed Materials are appropriate or available for use in other locations outside the State of California and you UNDERSTAND YOU will not be able to access the Licensed Materials from states, territories, or nations where any aspect of the Licensed Materials is illegal OR is OTHERWISE prohibited. You access the Licensed Materials on your own volition and are responsible for compliance with all applicable laws with respect to your access and use of the Licensed Materials.
INDEMNITY. You agree to defend, indemnify, and hold harmless each of Owner and its respective affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns (collectively, the “Company Group”) from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and litigation expenses) relating to or arising from any breach by you of this EULA.
LIMITATION OF LIABILITY. You expressly absolve and release each of Owner or Owner Group from any claim, proceeding or cause of action of harm, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL OWNER OR OWNER GROUP BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED MATERIALS, WITH THE DELAY OR INABILITY TO USE THE LICENSED MATERIALS, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, APPLICATIONS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE LICENSED MATERIALS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF OWNER FOR ANY REASON WHATSOEVER RELATED TO USE OF THE LICENSED MATERIALS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO OWNER IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR CLAIM DURING THE PRIOR THREE MONTHS. You also agree that you will not bring any claim personally against any member of the Owner Group in respect of any direct or indirect losses or harm you suffer in connection with the Licensed Materials.
CONFIDENTIALITY. This Agreement does not place any confidentiality or non-disclosure obligations on Owner, and also does not terminate or amend any confidentiality or non-disclosure obligations to which Owner has agreed, if any.
ALL SALES FINAL. Unless otherwise expressly stated by Owner in Owner's sole discretion, ALL LICENSE SALES ARE FINAL and there are no refunds or exchanges or credits. Individual source code pages may have individual return policies. Please check on the sales page directly to determine each policy. If none is stated explicitly by the author (Bluecloud) or Developer, then sales of this code are final.
CONSENT. You agree that Owner and its affiliates or agents may collect and use technical and related information, including but not limited to technical information about your computer, system and application software, and peripherals, that is gathered periodically to facilitate the provision of, among other things, applications, software updates, product support and other services to you (if any) related to the Licensed Materials, or to verify compliance with the terms of this Agreement. Owner and its affiliates or agents may use this information internally in any and all ways they choose without restriction. Owner and its affiliates or agents also may use or share such information with non-Owner affiliates in any and all ways, provided that such information does not personally identify you to others.
GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California, United States of America, without reference to or inclusion of the principles of choice of law or conflicts of law of that jurisdiction except for those giving effect to this choice of law. It is the intent of the parties that the substantive laws of the State of California, United States of America govern this Agreement and not the law of any other jurisdiction incorporated through choice of law or conflicts of law principles. The parties shall make a good faith effort to resolve any pending breach of this EULA, or any other dispute arising under or in connection with this EULA, through mediation conducted within thirty (30) days following first assertion of the breach or dispute. If eight (8) hours of such mediation does not fully resolve the breach or dispute, or if the parties do not conduct such mediation, the breach or dispute shall be finally resolved San Francisco, California by binding arbitration before a single member arbitration panel under the administration and rules of the American Arbitration Association. The parties agree to take and shall direct the arbitrator to take all necessary steps to conduct any arbitration only via teleconference (i.e., telephone) and written correspondence (including e-mail) to the fullest extent practicable and possible. Judgment rendered by the arbitrator may be entered in any court having jurisdiction. The parties agree that any arbitration proceeding conducted in connection with this Agreement, any arbitration related papers, arbitration decision, arbitration award as well as this Agreement and contents thereof shall be and shall at all times remain completely confidential and, except as may be required by applicable laws, shall not be directly or indirectly disclosed to any third party and/or otherwise published in any medium (including anywhere on the Internet and/or on any blog). The parties waive all rights to bring claims and actions under or concerning this Agreement in any state or federal courts (other than to enforce an arbitration award or order granted in connection with this Agreement), including without limitation class action litigation. You agree that the state and federal courts located within San Francisco County, California shall have irrevocable personal jurisdiction over you for the purpose of enforcing all arbitration awards. You agree not to challenge such courts' personal jurisdiction or venue for such purpose by raising “inconvenient forum” or similar defenses. Notwithstanding the foregoing mediation and arbitration provisions, we shall never be precluded or delayed from seeking or obtaining temporary, preliminary and permanent injunctive relief without the posting of any bond against infringement or other violation of its claimed intellectual property rights, or other relief that it deems reasonably necessary to defend or enforce its rights under this Agreement or otherwise, in any court(s) of competent jurisdiction. Your use of the Licensed Materials also might be subject to other local, state, national, or international laws, and you are responsible for your compliance therewith. This Agreement is not subject to the United Nations Convention on Contracts for the International Sale of Goods. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney's fees in any proceeding. Any claim you might have against Owner must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. You also acknowledge and agree that any applicable state law implementation of the Uniform Computer Information Transactions Act (including any available remedies or laws) shall not apply to this EULA and is hereby disclaimed. A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
TERM AND TERMINATION. This EULA and your right to use the Licensed Materials will take effect at the moment you click “I ACCEPT” or you install, access, download, or use the Licensed Materials (the “Commencement Date”) and is effective until terminated as set forth below. In addition, Owner reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to deny your access to the Licensed Materials or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use the Licensed Materials, but all applicable provisions of this EULA will survive termination, as identified below. Upon termination, you must permanently destroy all copies of any aspect of the Licensed Materials in your possession. In addition to the miscellaneous section below, the provisions concerning Owner's proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.
SUPPORT. Unless otherwise expressly stated by Owner in Owner's sole discretion, basic support via e-mail is available for a period of 6 months from the Commencement Date and shall not include updates, upgrades or bug fixes.
U.S. GOVERNMENT RESTRICTED RIGHTS. The Licensed Materials are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to Owner, such injury would not be quantifiable in monetary damages, and Owner would not have an adequate remedy at law. You therefore agree that Owner shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that Owner post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Owner to enforce any provision of this EULA. You cannot assign (whether by operation of law or otherwise), transfer, sublicense or delegate this Agreement or your obligations hereunder without Owner's express prior written consent, and any purported attempt to do without such consent is void. This Agreement is solely and exclusively for the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer on any third person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Owner may assign, transfer or delegate this Agreement, or portions thereof, in its sole discretion. Failure by Owner to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by Owner of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and Owner as a result of this EULA or your utilization of the Licensed Materials. Headings herein are for convenience only. This EULA represents the entire agreement between you and Owner with respect to use of the Licensed Materials, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and Owner with respect to the Licensed Materials.