Effective date: 01/01/2024
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PLEASE READ THIS TERMS OF USE AGREEMENT ("AGREEMENT") CAREFULLY. BY ACCESSING, DOWNLOADING, OR USING THE SOFTWARE PROVIDED BY Rainmaker LLC d/b/a Arktos Technology("COMPANY," "WE," "US," OR "OUR"), YOU ("USER," "YOU," OR "YOUR") AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SOFTWARE, SERVICES, AND ANY AND ANY AND ANY RELATED SUPPORT OR UPDATES PROVIDED BY THE COMPANY (COLLECTIVELY, THE "SOFTWARE"). IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT USE THE SOFTWARE.
1. Acceptance of Terms By using the Software, you agree to be bound by this Agreement and affirm that you are over the age of majority in your jurisdiction and have the legal capacity to enter into this Agreement. If you are using the Software on behalf of an organization, you are agreeing to this Agreement for that organization and promising that you have the authority to bind that organization to this Agreement.2. License Grant Subject to the terms of this Agreement, the Company grants you a non-exclusive, non-transferable, revocable, limited license to use the Software solely for your personal or internal business purposes. This license does not allow you to use the Software on any device that you do not own or control, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.
3. Restrictions You shall not (and shall not permit any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant interest in, or otherwise transfer any right in the Software. You agree not to access the Software by any means other than through the interface that is provided by the Company for use in accessing the Software.
4. Modification of Terms The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
5. No Warranties THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CLAIM, DAMAGES, OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.6. Limitation of Liability IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SOFTWARE; (III) ANY CONTENT OBTAINED FROM THE SOFTWARE; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
7. Indemnification You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, and agents, from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from your use of the Software or your breach of this Agreement.
8. General Terms This Agreement constitutes the entire agreement between you and the Company concerning the Software and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and the Company with respect to the Software. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
9. Governing Law This Agreement and any action related thereto will be governed by the laws of The State of Connecticut, USA without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with the Software will be brought solely in the State of Connecticut, USA, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. Rainmaker LLC d/b/a Arktos Technology.