This End User Agreement is a legal agreement (“Agreement”) between the users (“you”) of Software and Products (as defined below) on the one hand and Ajax Systems Inc. located at 19803, 910 Foulk Road, Suite 201, Wilmington, Delaware, USA, its subsidiaries and affiliates (collectively, “Ajax”, “we”, “us” or “our”) on the other hand.
If you are agreeing to this Agreement not as an individual but on behalf of your company, then “you” means your company, and you are binding your company to this Agreement.
You should read the following terms and conditions carefully before accessing or using any of the Ajax products as listed at http://ajax.systems/products/ (the “Products” or “Product”).
The Products may contain embedded software (“Software”), the access and use of which is licensed by Ajax to its customers for their use only as set forth below. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT USE THE PRODUCT – YOU MAY DECIDE TO PROMPTLY RETURN THE PRODUCT TO AJAX BY CONTACTING AJAX AT THE ADDRESS BELOW. BY CLICKING “I ACCEPT” OR ACCESSING OR USING THE PRODUCT, YOU INDICATE THAT YOU ACCEPT AND AGREE TO THESE TERMS OF THIS AGREEMENT.
THE PRODUCT LIMITATIONS SECTION BELOW SPECIFIES IMPORTANT LIMITATIONS OF THE SOFTWARE AND RELATED SERVICES IN CONNECTION WITH LIFE SAFETY AND CRITICAL USES. PLEASE READ THIS SECTION CAREFULLY, AS YOU ARE ACKNOWLEDGING AND AGREEING TO THEM.
Scope of the agreement
You represent and warrant that you have the capacity to enter into this Agreement relating to the Software and the Product and are of sufficient legal age in your jurisdiction or residence to use or access the Software and the Product.
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not use the Products and the Software or interact with them in a manner that:
These Agreement gives you specific legal rights, and you may also have other legal rights in addition, which vary from jurisdiction to jurisdiction.
Subject to the terms and restrictions set forth in this Agreement, Ajax grants you a limited, non-exclusive, non-sublicenseable and non-transferable license to install and to use the Software, only in object code form, solely as embedded on the Ajax product which you own or control, and only for and in connection with your personal, non-commercial use of the Products. You are not permitted to (and will not permit others to) lease, rent, distribute, assign, commercially exploit, or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). The Software and accompanying documentation may be copied only as essential for backup or archive purposes in support of your use of the Software as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the Software on any copies that you make.
This Agreement does not apply to any open-source software which is included in the Products or to any third-party software that is licensed separately under the terms of various separate license agreements (“Other Software”). The Other Software is not subject to the terms and conditions of this Agreement and is instead licensed to you under the terms of the applicable third-party license agreements (the “Other Software Terms”). Copyrights to the Other Software are held by copyright holders indicated in the Other Software Terms. To the extent required by the Other Software Terms, Ajax will make the Product’s open-source software, any modifications made by Ajax, available by written request to Ajax at the email address listed below. Any terms of this Agreement that conflict with the terms of any license agreements for Other Software will not apply to the Other Software. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Other Software.
From time to time, Ajax may provide updates, upgrades, patches, bug fixes, and other modifications to improve the Software and related services (“Patches”). You acknowledge that you may be required to install Patches to continue to access and use the Products and the Product Software. You agree and consent to Patches being automatically installed without receiving any additional notice or providing any additional consent.
No assignment; no reverse engineering
Modification, reverse engineering, reverse compiling, or disassembly of the Software is expressly prohibited. If, however, you are a resident of the European Union (“EU”), information necessary to achieve interoperability of the Software with other programs within the meaning of the EU Directive on the Legal Protection of Computer Programs is available to you from Ajax upon written request.
The Software and Product are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Software and the Products. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the Software and Product or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list and (ii) that none of your personal data is controlled under the US International Traffic in Arms Regulations. The Products are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
You hereby agree to indemnify and hold Ajax harmless from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including attorneys’ fees) arising out of or resulting from your breach of this paragraph.
Title; trade secrets
You acknowledge and agree that all (a) worldwide copyrights and other intellectual property rights, and (b) ownership of and title to the Software and all subsequent copies thereof regardless of the form or media, are held by and the exclusive property of Ajax and its suppliers. You further acknowledge and agree that the Software contains the valuable trade secrets and proprietary information of Ajax and its suppliers. You agree to hold such trade secrets and proprietary information in confidence and you acknowledge that any actual or threatened breach of this obligation of will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
Copyright and trademarks
All of the materials and content appearing on the Ajax website (http://ajax.systems), mobile applications by Ajax, and Software are either owned, licensed or sub- licensed to the Ajax and are used by the Ajax in accordance with the applicable licenses and laws. You may not copy, distribute, or otherwise disseminate any materials or content (including any logos, images, or data) or otherwise use in any manner inconsistent with the exclusive rights of the copyright or trademark holder, unless you are the owner of said materials or content or have express written permission from the owner of said materials. All rights not expressly licensed to you under these Agreement or other applicable terms and conditions are expressly reserved by the Ajax, or if applicable by the owner of such rights.
No implied rights
All rights not expressly granted by Ajax to you in this Agreement are hereby reserved by Ajax and its suppliers. There are no implied rights in this Agreement.
United States government legend
The Software is commercial in nature and developed solely at private expense. The Software is delivered as “Commercial Computer Software” as defined in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in this Agreement, which is Ajax’s standard commercial license for the Software. Technical data is provided with limited rights only as provided in DFAR 252.227-7015 (November 1995) or FAR 52.227-14 (June 1987), whichever is applicable.
Term and termination
This Agreement is effective from the date you first use the Software or Products and shall continue until terminated. You may terminate it at any time upon written notice to Ajax. It will also terminate immediately if you fail to comply with any term of this Agreement. Upon such termination, the licenses granted by this Agreement will immediately terminate and you agree to stop all access and use of the Products, Software and documentation. The provisions that by their nature continue and survive will survive any termination of this Agreement.
Governing law & jurisdiction
The courts in some countries will not apply Delaware law to some types of disputes. If you reside in one of those countries where Delaware law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that the laws of the State of Delaware and the United States govern this Agreement, as well as any claim, dispute, action or issue that might arise out of or in connection with it excluding their conflicts of laws principles. Any action or proceeding relating to this License must be brought in a federal or state court located in New York and each party irrevocably submits to the jurisdiction and venue of any such court in any such claim or dispute, except that Ajax may seek injunctive relief in any court having jurisdiction to protect its confidential information or intellectual property. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this Agreement.
You may not assign or transfer your rights under this Agreement. Any purported assignment or transfer in violation of this paragraph is void.
The limited warranty for the Product is as stated on Ajax’s website or on the Warranty section in the user manual accompanying the Product. NO WARRANTY IS PROVIDED FOR THE SOFTWARE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AJAX PROVIDES THE SOFTWARE “AS-IS” AND DISCLAIMS AND EXCLUDES ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. AJAX DOES NOT GUARANTEE ANY SPECIFIC RESULTS FROM THE USE OF THE SOFTWARE. AJAX MAKES NO WARRANTY THAT THE SOFTWARE WILL BE UNINTERRUPTED, FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE.
You acknowledge that neither the Products nor the Software is certified for emergency response. YOU UNDERSTAND THAT THE PRODUCT AND SOFTWARE ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM AND AJAX WILL NEITHER MONITOR EMERGENCY NOTIFICATIONS NOR DISPATCH EMERGENCY AUTHORITIES TO YOUR HOME IN THE EVENT OF AN EMERGENCY. YOUR USE OF THE SOFTWARE AND THE PRODUCT IS AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR (AND AJAX DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES ARISING OUT OF OR RESULTING FROM YOUR USE OF THE SOFTWARE OR THE PRODUCT, INCLUDING, BUT NOT LIMITED TO, ANY LOSS, LIABILITY, OR DAMAGES TO YOUR PERSON, POSSESSIONS, PERSONAL PROPERTY (INCLUDING, WITHOUT LIMITATION, THE PRODUCT, OTHER PRODUCTS, OR PERIPHERALS CONNECTED TO THE PRODUCT, COMPUTER, AND MOBILE DEVICE), DATA, HOME, APARTMENT, UNIT, DWELLING, STRUCTURE, OR RESIDENCE. Ajax’s customer support contacts cannot be regarded as a lifesaving solution for people at risk in the home, and are not a suitable substitute for emergency services. All life-threatening and emergency events should be directed to 911 or the appropriate response services.
In case the product is connected to the emergency response services, Ajax is not in any way responsible for the actions or failure to act of such third party providing emergency response services.
Limitation of liability
Nothing in this Agreement (including anything specified in this “Limitation of Liability” provision) shall attempt to exclude or limit liability that cannot be excluded or limited under applicable law.TO THE FULL EXTENT ALLOWED BY LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, AJAX DISCLAIMS AND EXCLUDES FOR ITSELF AND ITS SUPPLIERS ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR OTHER LOSS ARISING OUT OF OR IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SOFTWARE OR PRODUCTS, EVEN IF AJAX OR ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND LIMITS ITS LIABILITY TO REPLACEMENT, REPAIR, OR REFUND OF THE PURCHASE PRICE PAID, AT AJAX’S OPTION. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED IF ANY REMEDY PROVIDED HEREIN FAILS ITS ESSENTIAL PURPOSE.
In addition to this Agreement, you may also have other legal rights that vary from jurisdiction to jurisdiction. Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety, they will be limited to the extent and duration of the applicable written warranty. Your specific legal rights may vary depending on local law.
In the event any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions shall not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact shall be substituted therefor.
Ajax may send notices to you via email or to a mailing address. Notices will be sent to the address that you registered with Ajax.
All waivers by Ajax will be effective only if in writing. Any waiver or failure by Ajax to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
The captions and paragraph headings of this Agreement are for convenience and are not to be used in interpreting this Agreement.
Entire agreement & amendment
This Agreement sets forth the entire understanding and agreement between you and Ajax, supersedes all prior agreements, whether written or oral, with respect to the Software and\or Products, and may be amended only in a writing signed by both parties that identifies itself as an amendment to this Agreement.
Questions or additional information
If you have questions regarding this Agreement, please contact Ajax by sending an email to firstname.lastname@example.org.
Effective: August 10, 2016