END USER LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY:
Under this End-User License Agreement (“EULA”), in consideration of user (“Licensee”) compliance with the terms hereof, Levo DeLellis (“DeLellis”) grants to the Licensee a non-exclusive, non-transferable, non-assignable license (“License”) to install on Licensee’s computer, load, store and use the executable version of the DeLellis proprietary code Compiler including the initialization code (the “Software”) for the limited purposes and use as provided hereunder. The Software includes the executable installation file accessed by Licensee through Electronic Software Delivery and for certainty does not include any third-party code or software.
The License is intended for free learning and hobbyists and is a personal use license which means the Software may be installed and run only on Licensee computer as required for the purposes of Licensee’s code to produce a binary executable output (the “Executable Product”) only on Licensee-controlled Endpoint. An Endpoint is defined as a computer operating system (“OSE”) of any type physically hosted, but limited to Licensee’s internal personal use and not for distribution or any other use. For certainty, Licensee may not: distribute, assign, sell or grant any rights in or to the Software OR the binary executable product created by using the Software.
By installing, copying or otherwise using the Software, Licensee agrees to be bound by the terms of this EULA. Failure to comply with any terms hereunder will be considered a material breach of the License and will result in immediate termination thereof.
The Software is protected by Canadian, U.S. and international copyright laws and copyright treaties as well as other intellectual property laws and treaties. The Software is licensed, not sold.
1. Scope of Rights Granted/Prohibitions
(a) Licensee obtains no right, title or interest in the Software or any of the associated materials, or any right, title or interest to any intellectual property rights in the Software, other than as expressly set forth in this Agreement. Title, copyright, intellectual property rights in and full ownership of the Software and any and all materials relating to the Software and supplied to Licensee by DeLellis shall remain with DeLellis. Intellectual property rights include the look and feel of the Software.
(b) Licensee shall not assign, rent, transfer, distribute, or sublicense the Software (which for certainty includes the Compiler, the Library, precompiled code and documentation) the Executable Product, or any of Licensee’s rights under this Agreement, provide time sharing, operate a service bureau or similar service with the Software or use the Software for any commercial purpose, or allow any third party to use the Software for any purpose.
(c) Licensee shall not put the Executable Product on Licensee’s server for any reason including for the purpose of performing any tasks for Licensee or manually run the Executable Product for any commercial purpose for themselves or on behalf of any third party.
(d) Licensee shall not and not attempt to modify, reverse engineer, decompile, or disassemble the Software or take any other steps to discover the source code, trade secrets or confidential information in the Software.
(e) Licensee shall not publish or disclose to any third party the results of any benchmark tests or other evaluation run on the Software without the prior written consent of DeLellis.
(f) Allow any third party access to the Software for any reason.
2. Licensee’s Obligations
For the rights granted under this Agreement, Licensee shall strictly adhere to the terms and conditions of the limited license granted hereunder and shall not do or omit to do anything contrary to or in violation of the prohibitions and restrictions outlined above.
Licensee shall keep the Software confidential and shall use the highest degree of care to comply with all of the terms hereunder.
Without prejudice to any other rights, DeLellis may terminate this EULA if Licensee fails to comply with the terms and conditions of this EULA. Licensee will then be unable to continue using the Software.
4. Warranties, Indemnity, and Limitations of Liability
DELELLIS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERUPTED OR ERROR FREE, THAT ALL ERRORS WILL BE CORRECTED, WILL RUN ON ALL HARDWARE, OR IDENTIFIES ALL KNOWN BUGS AND FLAWS. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, AND DELELLIS DISCLAIMS ANY IMPLIED WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING BY LAW, STATUTE or USAGE OF TRADE. DELELLIS MAKES NO REPRESENTATION WITH RESPECT TO THE ADEQUACY OF THE SOFTWARE FOR ANY PURPOSE OR WITH RESPECT TO ITS ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. DELELLIS SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR LOSSES OR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE BY THE LICENSEE OR ANY THIRD PARTY.
The Software is provided by DeLellis only and accepted by the Licensee "as is". DeLellis’ shall not have any liability whatsoever and for certainty will not be liable for any general, special, incidental or consequential damages suffered or allegedly suffered by the Licensee arising out of the use or failure to use the Software.
IN NO EVENT, INCLUDING TERMINATION OF THIS AGREEMENT, SHALL DELELLIS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF THE SOFTWARE, EVEN IF DELELLIS HAS BEEN ADVISED OF SUCH DAMAGES.
5. Confidential Information and Data Protection
DeLellis agrees to protect Licensee’s Confidential Information and to use the same degree of care to safeguard the Confidential Information as DeLellis uses for its own similarly confidential information and in accordance with the DeLellis Data Security Policy. DeLellis shall not collect, process or store any Confidential Information other than is expressly required for the purposes of providing analysis and recommendations pertaining to the current infrastructure environment of the Licensee
6. Applicable Law
Unless indicated otherwise under the warranty section of the applicable territory, This EULA is governed by the laws of Ontario. Each of the parties hereto irrevocably agrees to the jurisdiction of Ontario. Licensee shall comply with all Canadian laws and regulations.
7. General Provisions
This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter hereof. DeLellis shall not be bound by or be liable for any alleged representation, promise, inducement or statement of intention not set forth herein.