The following terms and conditions governing the use of the iDDL software application and its components constitute an End User License Agreement (EULA) between iCooper, Inc. (the developer and publisher of iDDL) and you. Please read these terms and conditions.
This agreement applies to the iDDL software (hereafter, “Software”) and to any updates, supplements, Internet-based services, and/or support services for this software, unless other terms accompany those items. If so, those terms apply. These license terms supersede the license terms embedded in the Software.
By installing, having installed, or using the Software, you accept these terms. If you do not accept them, do not install, have installed or use the Software.
If you comply with these license terms, you have the rights below:
b. License Model. The Software is licensed based on: • the number of your users of the Software and/or devices where the Software is installed; and • additional components you license.
2. DEFINITIONS. • “"You" means the legal entity, which includes, but is not limited to, an individual, business, or other organization, that has agreed to these license terms and is hereby licensing the Software, and your affiliates, employees or contractors. • “Affiliates” means (i) for you, any legal entity that you own, which owns you, or which is under common ownership with you; (ii) for iCooper, any legal entity that iCooper owns, which owns iCooper, or which is under common ownership with iCooper; • “Ownership” means more than 50% ownership;
3. INSTALLATION AND USE RIGHTS. iCooper, Inc. grants to you a personal, non-transferable and non-exclusive right to use the copy of the Software provided with this EULA. The Software license allows you to use the Software, with no right of duplication or further distribution, licensing, or sub-licensing.
4. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS. a. Modification. If you received the Software in source code form or if you have licensed tools from iCooper that allow you to modify the Software’s object code form, you may modify the Software only as necessary to use it for your internal business purposes. You agree that iCooper is not responsible for any problems that are caused by third party hardware or software, or that result from modifications made by you or a third party to the Software.
b. Additional Functionality. From time to time, iCooper may provide additional functionality for the Software. Other license terms and fees may apply.
5. INTERNET-BASED SERVICES. iCooper provides Internet-based services associated with the Software. iCooper reserves the right to change, modify or cancel these services at any time.
a. Consent for Internet-Based Services. Certain features in the Software may connect to iCooper or third party service provider computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. You may switch off these features or not use them. By using these features, you consent to the transmission of this information.
b. Misuse of Internet-based Services. You may not use these services in any way that could harm them or impair anyone else’s use of them. You may not use the services to try to gain unauthorized access to any service, data, account or network by any means.
6. BENCHMARK TESTING. You must obtain iCooper's prior written approval to disclose to a third party the results of any benchmark test of the Software.
7. SCOPE OF LICENSE. The Software is licensed, not sold. This agreement only gives you some rights to use the Software. iCooper reserves all other rights. Unless applicable law or a separate written contract with iCooper gives you more rights despite this limitation, you may use the Software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the Software that only allow you to use it in certain ways. You may only use the Software for your internal business purposes. You may not: • Work around any technical limitations in the Software; • Reverse engineer, decompile or disassemble the Software, except and only to the extent that applicable law expressly permits, despite this limitation; • Make more copies of the Software than specified in this agreement or allowed by applicable law, despite this limitation; • Publish the Software for others to copy; • Rent, lease or lend the Software.
Your rights to use the Software are perpetual but may be revoked if you or your affiliates do not comply with the terms of this agreement. Rights to use the Software do not give you any right to implement iCooper patents or other iCooper intellectual property in software or devices that access the Software. Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Software, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of iCooper, Inc. and its licensors. If you, your affiliates, employees or any other personnel breach this restriction, you and/or they may be subject to prosecution and damages. 8. LICENSE TRANSFER. You may not transfer the Software to a third party without iCooper’s prior written consent. If permitted, there may be additional charges for transferring the Software to a third party.
9. DOCUMENTATION. Any person that has valid access to your computer or internal network may copy and use the documentation for your internal, reference purposes.
10. EXPORT RESTRICTIONS. The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.
11. SUPPORT SERVICES. Apple provides support services for the iPhone and iCooper provides support services for the Software as described at www.iDDL.com.
12. ENTIRE AGREEMENT. This agreement (including the warranty below), and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the Software and support services.
13. APPLICABLE LAW. a. United States. If you acquired the Software in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you are located govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort. b. Outside the United States. If you acquired the Software in any other country, the laws of that country apply.
14. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the Software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
15. EXCLUSION OF WARRANTIES a. NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT iCOOPER’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
b. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
c. IN PARTICULAR, iCOOPER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: • YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS, • YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, • ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND • THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM iCOOPER OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
e. iCOOPER FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
16. LIMITATION OF LIABILITY a. SUBJECT TO OVERALL PROVISION IN PARAGRAPH 15.a ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT iCOOPER, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR: • ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
• ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF: • ANY CHANGES WHICH iCOOPER MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
• THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
• YOUR FAILURE TO PROVIDE iCOOPER WITH ACCURATE ACCOUNT INFORMATION;
• YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;
b. THE LIMITATIONS ON iCOOPER’S LIABILITY TO YOU IN PARAGRAPH 14.a ABOVE SHALL APPLY WHETHER OR NOT iCOOPER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
