The Software is licensed to you, not sold. OhmniLabs grants you a personal, revocable, non-exclusive, non-transferable, limited license to use the OhmniLabs Software, solely for your personal, non-commercial purposes strictly in accordance with the terms of this EULA.
You agree not to, and you will not permit others to (i) license, sublicense, resell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Software, or make the Software available to any third party without OhmniLabs’s prior written approval in each instance; (ii) save, store or archive any portion of the Software (including, without limitation, any data contained therein) outside the Software other than those outputs generated through the intended functionality of the Software without OhmniLabs’s prior written approval in each instance; (iii) remove or modify any proprietary markings or restrictive legends placed on the Software; (iv) use the Software in violation of any applicable law or regulation or for any purpose not specifically permitted in this EULA; (v) introduce into the Software any virus, worm, “back door,” Trojan Horse, or similar harmful code; or (vi) circumvent any processes, procedures, or technologies that OhmniLabs has put in place to safeguard the Software. The license granted to you hereunder is further limited in that no modification, adaptation, improvement, enhancement, translation, copy or derivative work of the Software may be made by you, and that you may not decompile, reverse engineer, disassemble, decrypt or otherwise attempt to derive the source code or interface protocols of, the Software. Any failure to comply with the above or any other terms and conditions contained herein will result in the automatic termination of this license and the reversion to OhmniLabs of the rights granted to you hereunder.
Modifications to Software
OhmniLabs, Inc. reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to you.
End User Data
OhmniLabs collects personal information from its end users (you), including name and email address used to set up a personal account (the “End User Data”). The End User Data is stored in OhmniLabs’ database and is used to authenticate access to the Software. OhmniLabs’ collection, use, and processing of End User Data obtained in connection with your use of the Software is solely for the purpose of providing you the Software and for no other purpose.
OhmniLabs owns all right, title, and interest in and to the Software and all intellectual property rights in and to the Software. No license or other right is granted to you herein except for the rights specifically set forth in this EULA. By using the Software, you (i) acknowledge and agree not to contest OhmniLabs’ proprietary rights in the Software; and (ii) agree not to disclose any confidential information of OhmniLabs regarding the Software (including the Software itself) or that is otherwise disclosed to you in connection with this EULA, unless such disclosure is expressly allowed by this EULA.
Term and Termination
This EULA shall remain in effect until terminated by you or OhmniLabs. This EULA will terminate immediately, without prior notice from OhmniLabs. In the event that you fail to comply with any provision of this EULA. You may also terminate this EULA by deleting and ceasing to use or access the Software. Upon termination of this EULA, you shall cease all use of the Software.
Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE SOFTWARE AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. OHMNILABS AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO, AND HEREBY DISCLAIM ANY AND ALL, REPRESENTATIONS WARRANTIES AND GUARANTEES OF ANY KIND REGARDING THE SOFTWARE AND SERVICES WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AVAILABILITY, OR ANY WARRANITES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. FURTHERMORE, OHMNILABS AND ITS AFFILIATES, PARTNERS SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE SOFTWARE AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; OR (III) ANY ERRORS IN THE SOFTWARE AND SERVICES WILL BE CORRECTED. TO THE EXTENT THAT OHMNILABS MAY NOT AS A MATTER OF APPLICABLE LAW DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW UNDER NO CIRCUMSTANCES SHALL OHMNILABS OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION/DATA, OR ANY OTHER PECUNIARY LOSS OF ANY KIND ARISING OUT OF THE SOFTWARE OR SERVICES OR IN CONNECTION WITH YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWAREOR SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT OHMNILABS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY DIRECT DAMAGES NOT ATTRIBUTABLE TO PERSONAL INJURIES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SOFTWARE OR SERVICES, OR OTHERWISE, SHALL BE LIMITED TO ONE HUNDRED UNITED STATES DOLLARS (US $100).
SOME JURISDICTIONS, INCLUDING THE STATE OF NEW JERSEY, DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THIS EULA SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
You shall not export or re-export, either directly or indirectly, the Software or any copies thereof in such manner as to violate the export laws and regulations of the United States or any other applicable jurisdiction in effect from time to time (including, without limitation, when such export or re-export requires an export license or other governmental approval without first obtaining such license or approval). Without limiting the foregoing, you shall not permit any third party to access or use the Software in violation of any United States export embargo, prohibition, or restriction. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any country subject to U.S. economic sanctions or other trade controls applicable to the Software, and are not on the U.S. Treasury Department’s list of Specially Designated Nationals, the U.S. Commerce Department’s Denied Persons List, Unverified Parties List, Entities List, or the U.S. State Department’s list of Debarred Parties.
Governing Law and Jurisdiction
This EULA shall be governed by the laws of the State of California without regard to principles of conflicts of laws. Any disputes relating hereto shall be adjudicated only in the state or federal courts located in California, and you hereby consent to the exclusive jurisdiction of said courts.
If any provision of this EULA is held to be unenforceable or invalid by a court of competent jurisdiction, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
OhmniLabs reserves the right, at its sole discretion, to modify or replace this EULA at any time. In the event a material revision is warranted, OhmniLabs will provide 30 days’ notice prior to the effectiveness of any such revisions. What constitutes a material change will be determined in the sole discretion of OhmniLabs. No other modification or waiver of any provision of this EULA, nor consent to any departure herefrom shall in any event be effective unless the same shall be in writing and signed by an authorized representative of OhmniLabs.
Unless otherwise agreed herein, no delay or failure on the part of any party in exercising any right hereunder shall impair any such right or any remedy of such party nor shall it be construed to be a waiver of any continuing breach or default hereunder or any acquiescence therein or of any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default hereunder be deemed a waiver of any other breach theretofore or thereafter occurring.
The headings of the paragraphs herein are for convenience of reference only and are not to be considered in construing this EULA.
Complete Agreement; No Assignment
This EULA contains the entire agreement between you and OhmniLabs with respect to the subject matter hereof and supersedes all agreements and understandings between the parties concerning the subject matter hereof. You may not assign or transfer your rights or obligations under this EULA and all attempts to do so shall be null and void ab initio.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS EULA, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS IS THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES.
If you have any questions about this EULA, please contact us at [email protected]