End-User Licence Agreement

Last update July 07, 2020

Introduction

This document is an End-User Licence Agreement (“EULA”) between you (“You” or “you”) and Evgeny Peshkov ("CLtracer", “we”, “our”, “us”) and it governs your use of all versions of CLtracer software ("Product").

Our Terms and Conditions (“Terms”) and Privacy Policy govern your use of our CLtracer software and our web pages located at https://cltracer.com (together or individually “Service”) and together with the EULA constitutes your agreement with us.

If you are agreeing to this Agreement not as an individual but on behalf of your employer/company, then "You" means your employer/company, and you are binding your employer/company to this EULA.

Accepting the Agreement

By downloading, installing, or using the Product on any computer system, You agree to be bound by this EULA.

CLtracer reserves the right to modify terms of this EULA at its discretion. If CLtracer makes any material changes to the EULA terms, it may notify you by email or posting a notice on its website https://cltracer.com (“Website”). It is your responsibility to review this EULA periodically.

Your continued use of the Product following the posting of updated EULA means that you accept and agree to the changes. You are expected to check https://cltracer.com/license frequently so you are aware of any changes, as they are binding on you.

You must be legally capable of entering in to a binding contract under the laws of the country and/or state to which You are subject to. If You are a non-individual such a company, the person entering in to this EULA must be duly authorized (by such non-individual entity) to enter in to it. If You are not legally capable of entering into a contract under the laws of country and/or state to which you are subject to, you cannot use the Product and you must uninstall the Product and cease its use immediately.

License Grant

Subject to the terms and conditions of this EULA and Your paying the applicable fees, CLtracer grants You a revocable, non-exclusive, non-transferable, non-sublicenseable license to Use the Product in executable code form in accordance with the terms of this EULA. Except for the limited license set out in this EULA, CLtracer grants you no other license or right in the Product. Your license will end when this EULA is terminated even if there are terms to the contrary set out elsewhere in this Agreement or in other documentation entered into between CLtracer and you.

Use, Using, or Used means to directly or indirectly activate the processing capabilities of the Product, load, execute, access, utilize, store, employ the Product, or display information resulting from such capabilities including uploading any Content or generating any Content by utilizing its capabilities. User means anyone Using the Product. Content means any data, code, content, images or other materials of any type that you upload, process, submit or otherwise transmit through the Product.

Proprietary Rights and Non-exclusivity

You acknowledge and agree that CLtracer owns all legal rights, titles, and interests in the Product including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formulae, scripts, workflows, processes, software, methodologies, databases know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist.

This EULA is a non-exclusive arrangement. There is no prohibition or restriction on CLtracer to provide same or similar rights as set out in this EULA to any other person.

Software Terms

Number of Instances

As long as you have fully paid the applicable license fee, you may install and Use the Product on a single computer system at a time. You may transfer the Product from one computer system to another computer system if the Product is completely removed and de-installed.

You are not allowed to Use or install any versions of the Product on a shared network, platform or resources where more than one computer system is capable of accessing it simultaneously.

CLtracer Account

In order to use the Product, you may need to create a valid user account. When you create an account with us, you guarantee that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

Subscriptions

Your use of the Product is subject to your paying CLtracer the fees on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

In making payment, you acknowledge and agree that you are not relying on being able to use the Product beyond the Term of this EULA or on any future product enhancements or upgrades.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or CLtracer cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting CLtracer customer support team. If you cancel your Subscription it will terminate at the end of then-current billing cycle, and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination

Restrictions

CLtracer has only licensed the Product to You and CLtracer does not sell the Product. As between CLtracer and you, CLtracer owns all right, title and interest in and to the Product, and any intellectual property rights associated with it and with CLtracer. CLtracer reserves all rights in and to the Product that it does not expressly grant You in this Agreement.

You agree not to:

  • Disassemble, decompile, unlock, reverse engineer, or decode the Product in any manner or create any derivative works based of the Product;
  • Attempt to circumvent or disable the mechanism that protects the Product against unauthorized use;
  • Permit Use of the same Product in a manner not authorized by this EULA;
  • Re-sell, grant any rights under this EULA to any third party or lease, time-share, lend or rent Products;
  • Copy any features, functions or user interfaces of the Products;
  • Introduce any malicious code, virus, malware, or any other material that disrupts, slows down or causes the Product to malfunction;
  • Use the Product for any illegal purpose or in a manner that it violates any law or rights of any other person.

Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON INFRINGEMENT, TITLE, FUNCTIONALITY, MERCHANTABILITY OR FITNESS FOR PURPOSE. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. CLTRACER DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, ERROR FREE, VIRUS FREE OR UNINTERRUPTED OR THAT ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED OR THAT IT WILL BE ABLE TO RECTIFY/REMEDY ANY ERROR OR DEFECT.

YOU HAVE CHOSEN TO USE THE PRODUCT ON YOUR OWN VOLITION AND CLTRACER BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. CLTRACER WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR COMPUTER OR THE SERVER, DUE TO USE OF THE PRODUCT.

Termination and Take-Down

CLtracer will not terminate the EULA except as set out in this section below. Should You wish to terminate the EULA, You are required to provide 14 days’ notice to CLtracer by sending an email with the subject line “EULA Termination” to contact@cltracer.com and specifically mention the Product you are Using.

CLtracer has the right to terminate the EULA, if:

  • You have breached any term in the EULA,
  • It is required to do so under law, or
  • CLtracer decides to discontinue the Product.

General Terms

This Agreement constitutes the whole legal agreement between You and CLtracer and governs your Use of the Product, and completely replaces any prior agreements between You and CLtracer in relation to the Product.

You must keep all information received by You from CLtracer in relation to the Product or otherwise, strictly confidential. You are not permitted to share those information with any third party without prior written permission of CLtracer.

You agree that if CLtracer does not exercise or enforce any legal right or remedy which is contained in this EULA (or which CLtracer has the benefit of under any applicable law), this will not be taken to be a formal waiver of CLtracer’s rights and that those rights or remedies will still be available to CLtracer.

If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this EULA is invalid, then that provision shall be deemed removed from this EULA without affecting the rest of this Agreement. The remaining provisions of this EULA will continue to be valid and enforceable.

The rights granted in this EULA may not be assigned or transferred by You without the prior written approval of CLtracer. You are not permitted to delegate Your responsibilities or obligations under this EULA without the prior written approval of CLtracer. CLtracer is entitled to assign, transfer or delegate any right, responsibility, duty or obligation under this EULA.

This EULA applies whether you purchase our Products directly from CLtracer or through a reseller (“Reseller”). Resellers are not authorized to make any promises or commitments on CLtracer’s behalf, and we are not bound by any obligations to you other than what we specify in this Agreement.

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