Styku End User License Agreement (EULA)
Last updated: September 6, 2022
This END USER LICENSE AGREEMENT (“EULA”) is a legal agreement between you (either an individual person or a single entity, referred to as “You”) and Styku, LLC. (“Styku”) for Styku’s software product which accompanies this EULA, including any associated media or documentation (the “Software”). The Software also includes any update, add-on components, or supplements made available to You by Styku from time to time. BY CLICKING “I ACCEPT,” OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT ACTIVATE OR INSTALL THE SOFTWARE.
This EULA is not intended to, and does not govern the use of any services provided by Styku (the “Services”), use of the Software may require a subscription to certain Services, use of such Services is governed by the Styku Terms of Service and Privacy Policy.
1. DEFINITIONS
1.1 “Software Key” means a unique combination of characters which allows the Software to be activated and/or installed.
1.2 “Styku Hardware” means the Styku then-supported hardware on which the Software is incorporated as inseparably embedded code.
1.3 “Permitted Hardware” means certain Styku-approved hardware on which You may install and use the Software pursuant to the terms and conditions of this EULA.
1.4 “Intellectual Property Rights” means all copyrights, trade secrets, trademarks, patents, mask works and other intellectual property rights recognized in any jurisdiction worldwide, including all applications and registrations with respect thereto.
2. LICENSE GRANTS
Styku grants You the rights described in this EULA provided that You comply with all terms and conditions in this EULA. This Software is licensed, not sold.
2.1 GENERAL LICENSE GRANT
Styku grants to You a personal, nonexclusive non-sublicenable, non-transferable license: (i) to use the Software Key to activate the Software pre-installed on Styku Hardware; (ii) subject to purchase of additional Software Key(s), install or have installed one copy of the Software on a single Approved Hardware; and (iii) use the documentation accompanying the Software in connection with permitted uses of the Software.
2.2 ACTIVATION AND AUTOMATIC DEACTIVATION
If Styku determines that a Software Key has been used with unauthorized or unlicensed copies of the Software, Styku reserves the right to prohibit use of that Software Key and require You to demonstrate that You properly obtained your copy of the Software. You have purchased a subscription to use the Software for a fixed period after activation (the “Subscription Period”). The Software may be deactivated automatically upon expiration of the Subscription Period, and the Software may cease to function in some or all respects and You may lose access to data made with or stored using the Software. You will need to purchase a new subscription license to activate the Software for a new Subscription Period. You acknowledge that deactivating the Software is a key feature of the license rights and responsibilities conveyed under this EULA.
3. LICENSE RESTRICTIONS
YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN, OR OTHERWISE TRANSFER THE SOFTWARE OR ANY
OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS EULA. You may not remove or destroy any copyright notices or other proprietary markings. You may not modify or adapt the Software, merge the Software into another program, or create derivative works based on the Software. You may not use, copy, or distribute the Software without Styku’s authorization. You may use, copy, and distribute the user documentation provided by Styku within your private organization solely to support your authorized use of the Software, but You are not authorized to publicly display or transmit the documentation or use the documentation for any other purpose. You must not permit any third party to use the Software or permit any third party to benefit from the use or functionality of the Software or any Services via a timesharing, service bureau, or other arrangement. You must use reasonable efforts to prevent improper or unauthorized use of the Software.
4. OWNERSHIP
Styku and its licensors shall exclusively own all worldwide Intellectual Property Rights in and to the Software. The license granted to You in Section 2 is not a transfer or sale of Styku’s ownership rights in or to the Software. All rights not expressly granted to You in this EULA are expressly reserved by Styku and its licensors.
5. TERMINATION
This EULA will be effective upon activation of the Software and will terminate upon the earlier of: (a) expiration of the Subscription Period, or (b) your failure to comply with any term of this EULA. Styku’s rights and your obligations will survive the termination of this EULA. Upon termination of this EULA, You may not use the Software and, if requested by Styku, You will certify in writing to Styku that all copies of the Software have either been returned to Styku or otherwise destroyed or deleted from any of your Permitted Hardware and storage devices . You are not eligible for any refund or other compensation if this EULA is terminated before the end of the Subscription Period. Those terms which by their nature are intended to survive, shall survive termination of this EULA.
6. KEYS AND ACCESS
Styku agrees to provide to You those Software Keys which are reasonably necessary to permit You to gain access to the Software locally-installed on the Styku Hardware or such downloadable Software that has been properly licensed to You pursuant to this EULA. You shall not disclose the Software Keys to any third party. You must follow the recommended download, activation and installation procedures for each Software product licensed under this EULA. Your failure to follow the recommended download, activation and installation procedures is a breach of this EULA. You are responsible for obtaining the data network access necessary to use the Software (and any Styku Hardware or Services necessary to use the Software, as applicable).
7. PAYMENT
Unless otherwise expressly agreed between You and Styku, payment of applicable fees for the Software and related Services is governed by the
Styku Terms of Service.
8. UPDATES
The Software may use content that is updated from time to time (“Updates”). Styku may provide Updates for the Software at its sole discretion. You have the right to obtain such Updates during the Subscription Period by downloading the Updates over the Internet, and You are solely responsible for obtaining access to the Internet and the related charges. Styku reserves the right to designate specified Updates as requiring purchase of a separate subscription at any time and without notice to You.
9. OPEN SOURCE AND THIRD PARTY SOFTWARE
The Software may contain or be distributed with software covered by an open source software license (“Open Source Software”) or covered by a license from a third party (“Third Party Software”). If Open Source Software or Third Party Software is included in or distributed with the Software, iinformation concerning the inclusion of the Open Source Software and Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that software is contained in the user documentation for the Software. You must review the licenses within such documentation to understand your rights under them. The Open Source Software and Third Party Software is provided AS IS, WITHOUT WARRANTY OF ANY KIND.
10. LIMITED WARRANTY
10.1 LIMITED WARRANTY
Styku warrants that the Software will perform substantially in accordance with the accompanying documentation for a period of sixty (60) days from the date of shipment of such Software to You (“Warranty Period”). If during the Warranty Period the Software does not meet Styku’s Limited Warranty, Styku will (a) return the price paid for the Software, or (b) repair or replace such Software, at Styku’s option, as Your sole remedy for any breach of warranty hereunder. This limited warranty will be void if the failure resulted from any accident, abuse, misuse, or misapplication by You. Replacement copies will be warranted for the remainder of the original Warranty Period. You assume full responsibility for: (i) the selection of the Software; (ii) the proper download, installation, activation and use of the Software; (iii) verifying the results obtained from the use of the Software; and (iv) taking appropriate measures to prevent loss of data. Styku does not warrant that the quality or performance of the Software will meet Your requirements or that You will be able to achieve any particular results from use of the Software or that the Software will operate free from error.
10.2 WARRANTY DISCLAIMER
STYKU AND ITS LICENSORS PROVIDE THE SOFTWARE AS IS AND WITH ALL FAULTS, AND HERBY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STYKU, ITS RESELLERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
11. SUPPORT; SERVICES
Support of this Software is provided in accordance with the Styku Terms of Service. Styku may require You to demonstrate that You have a valid subscription for the Software before providing technical support. Styku is not obligated to correct errors in the Software or correct the effects of errors in the Software (e.g., recover lost data).
12. INDEMNITY
You will indemnify and hold harmless Styku and its affiliates (including their respective officers, employees, directors, subsidiaries, representatives, agents, and licensors) from and against any damages (including attorney’s fees and expenses), claims, and lawsuits that arise or result from your use of the Software.
13. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, STYKU AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOSS OF PROFITS, OR THE LIKE) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF STYKU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL STYKU’S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS EULA EXCEED THE AMOUNTS PAID TO STYKU BY YOU FOR THE SOFTWARE LICENSE. THE LIMITED WARRANTY, WARRANTY DISCLAIMER AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STYKU AND YOU. STYKU WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS.
14. GENERAL
14.1 COMPLIANCE WITH LAWS
You are responsible for complying with all applicable laws and regulations in connection with your use of the Software.
14.2 INJUNCTIVE RELIEF
It is understood and agreed that, notwithstanding any other provisions of this EULA, breach of the provisions of this EULA by You will cause Styku irreparable damage for which recovery of money damages would be inadequate, and that Styku shall therefore be entitled to obtain timely injunctive relief to protect Styku’s rights under this EULA in addition to any and all remedies available at law.
