3. End User License Agreement

IMPORTANT – PLEASE READ CAREFULLY THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”). BY DOWNLOADING OR RECEIVING BY ANY MEANS AND INSTALLING THE SOFTWARE, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF YOUR COMPANY (YOU OR ANY SUCH COMPANY, THE “CUSTOMER”), AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT DOWNLOAD AND SHOULD NOT INSTALL THE LICENSED SOFTWARE. YOU AGREE TO “SIGN” THIS AGREEMENT ELECTRONICALLY BY ACCEPTING THESE TERMS AND PROCEEDING WITH THE INSTALLATION OF THE SOFTWARE.

AGREEMENT. This Agreement is a legal agreement between Customer and CloudPlugs Inc. (“CloudPlugs”) for the accompanying software product, which includes computer software and may include associated, media, printed materials and “online” or electronic documentation (the “Licensed Software”). By installing the Licensed Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement or do not have the authority warranted above, do not install or use the Licensed Software.
LICENSE. Subject to the terms and conditions of this Agreement and the payment of all applicable fees as described on the CloudPlugs Sales Quote, the CloudPlugs Invoice and at http://cloudplugs.com/pricing, CloudPlugs grants to Customer a nontransferable, nonexclusive, revocable, worldwide license (without the right to sublicense) to permit those individuals authorized by Customer (“Users”) to install, use, execute and display the Licensed Software, in executable object code format only, solely for Customer’s own personal or internal business operations during the Service Period. The “Service Period” shall begin on the date of Customer’s initial installation of a copy of the Licensed Software and shall last for the applicable period listed in the applicable transaction documentation from CloudPlugs or from the authorized distributor or reseller from which Customer obtained the Licensed Software, unless earlier terminated pursuant to this Agreement. The Licensed Software may automatically deactivate and become non-operational at the end of the Service Period, and Customer will not be entitled to receive any feature or content updates to the Licensed Software unless the Service Period is renewed. Subscriptions for renewals of the Service Period will be available in accordance with CloudPlugs’ Technical Support Policy posted at http://cloudplugs.com/terms-of-service. This Agreement governs any releases, revisions, updates or enhancements to the Licensed Software that CloudPlugs may make available to Customer. Subject to CloudPlugs’ right to terminate for Customer’s breach pursuant to Section 13, Customer’s rights and obligations under this License Agreement with respect to the use of this Licensed Software are as follows, Customer may:

(a) Use one copy of the Licensed Software on a single device, computer or virtual machine, unless otherwise permitted by CloudPlugs in writing (including in the applicable documentation);

(b) Make one copy of the Licensed Software for back-up or archival purposes, or copy the Licensed Software onto the hard disk of Customer’s computer and retain the original for back-up or archival purposes; and

© Use the Licensed Software on a network, provided that Customer has a licensed copy of the Licensed Software for each device, computer or virtual machine that can access the Licensed Software over that network.
SUPPORT. Upon payment of the applicable fees, during the Service Period, CloudPlugs will provide maintenance and support services to Customer pursuant to its then-current Technical Support Policy, a current version of which is available at http://cloudplugs.com/terms-of-service. Support consists of Software Updates, Product Support and/or other annual technical support services you may have ordered. If ordered, annual technical support (including first year and all subsequent years) is provided under CloudPlugs’ technical support policies in effect at the time the services are provided. The Service and Technical Support Policies are subject to change at CloudPlugs’ discretion; however, CloudPlugs will not materially reduce the level of services provided for supported programs during the period for which fees for technical support have been paid. You should review the policies prior to entering into the ordering document for the applicable services. Technical support is effective upon the effective date of the ordering document. Software Updates or Product Support acquired with your order for licenses may be renewed annually and, if you renew the Software Updates or Product Support for the same number of licenses for the same programs, for the first and second renewal years the fee for Software Updates or Product Support will not increase by more than 4% over the prior year’s fees. If your license order is fulfilled by a member of CloudPlugs’ partner program, the fee for Software Updates or Product Support for the first renewal year will be the price quoted to you by your partner; the fee for Software Updates or Product Support for the second renewal year will not increase by more than 4% over the prior year’s fees. If you decide to purchase technical support for any license within a license set, you are required to purchase technical support at the same level for all licenses within that license set. You may desupport a subset of licenses in a license set only if you agree to terminate that subset of licenses. The technical support fees for the remaining licenses will be priced in accordance with the technical support policies in effect at the time of termination. CloudPlugs’ license set definition is available in the current technical support policies. If you decide not to purchase technical support, you may not update any unsupported on-premise program licenses with new versions of the program. CloudPlugs reserves the right to desupport its programs or particular versions of its programs. You will be notified in advance when CloudPlugs determines that a program is to be desupported. Such desupport notices, contain desupport dates and information about migration paths for certain features. The desupport notices are subject to change; CloudPlugs will provide updated desupport notices on CloudPlugs’ then current customer support web site as necessary.
RESTRICTIONS. The rights granted to Customer in this Agreement are subject to the following restrictions: (a) Customer shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third party other than an authorized User; (b) Customer shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Licensed Software; © Customer shall not access the Licensed Software in order to build a similar or competitive product or service; (d) no part of the Licensed Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Licensed Software shall be subject to the terms of this Agreement, unless CloudPlugs expressly states otherwise. Except as expressly set forth in this Agreement, neither CloudPlugs nor any of its suppliers is obligated to provide any services, updates or upgrades to the Licensed Software. Customer shall preserve all copyright and other proprietary rights notices in the Licensed Software and all copies thereof.
THIRD PARTY SERVICES. The Licensed Software enables Customer to access and utilize third party services and web sites, but CloudPlugs does not warrant or endorse and does not assume and will not have any liability or responsibility to Customer or any other person for any third-party services, materials or web sites. CloudPlugs makes no warranty or guarantee about the availability, accuracy, completeness, reliability, or timeliness of any such third party service. Use of such third-party service may require a subscription with the applicable third-party and other requirements imposed by the applicable third party. Without limiting the foregoing, Customer agrees to use the Licensed Software in conformance with all agreements Customer has executed with third parties whose services can be accessed through the Licensed Software.
THIRD PARTY SOFTWARE. The Licensed Software may include software under license from third parties (“Third Party Software” and “Third Party License”). Any Third Party Software is licensed to Customer subject to the terms and conditions of the corresponding Third Party License. Generally, the LICENSE text file that accompanies the Licensed Software may contain certain third-party notices that Company is required to provide to Customer in conjunction with the Licensed Software Customer hereby agrees to comply with the terms and conditions of such Third Part License agreements.
CONSENT TO USE OF DATA. CloudPlugs and its affiliates may collect and use technical information Customer provides in relation to (i) Customer’s use of the Licensed Software, or (ii) the provision of support services related to the Licensed Software. All such information will be subject to CloudPlugs’ privacy policy posted at http://cloudplugs.com/privacy.
OWNERSHIP. All right, title, and interest, including all intellectual property rights, in and to the Licensed Software (including any and all copies thereof) shall be owned and retained by CloudPlugs or its suppliers. Any rights not expressly granted by CloudPlugs in the Agreement are reserved. Customer acknowledges that it acquires no ownership interest in the Licensed Software.
DISCLAIMER OF WARRANTIES. THE LICENSED SOFTWARE IS PROVIDED TO CUSTOMER ON AN “AS-IS” BASIS. CLOUDPLUGS PROVIDES NO WARRANTIES OR REMEDIES FOR THE LICENSED SOFTWARE. CLOUDPLUGS AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE LICENSED SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CloudPlugs does not warrant that use of the Licensed Software will be uninterrupted, or error-free or will not cause damage or disruption to Customer’s data, computers or networks, or that defects will be corrected. Without limiting the foregoing, CloudPlugs will have no liability arising from any security incident or data loss that would have been prevented if Customer had implemented a security solution, devices or features (including “patches,” fixes and updates) for the Licensed Software provided or made available by CloudPlugs to Customer. If applicable law requires any warranties with respect to the licensed software, all such warranties are limited in duration to ninety (90) days from the date of INSTALLATION.
LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CLOUDPLUGS NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR FAILURE OR INADEQUACY OF ANY SECURITY SYSTEM OR FEATURE, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLOUDPLUGS’ AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED THE GREATER OF TEN DOLLARS ($10.00) OR THE AMOUNT PAID BY CUSTOMER FOR THE LICENSED SOFTWARE THAT CAUSED SUCH DAMAGE. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer.
APPLICATION OF LIMITATIONS AND DISCLAIMERS TO CONSUMERS. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to Customer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Customer is located.
BASIS OF BARGAIN. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between CloudPlugs and Customer. CloudPlugs would not be able to provide the Licensed Software on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of CloudPlugs’ suppliers.
TERM AND TERMINATION. This Agreement and the licenses granted hereunder are effective on the date Customer downloads the Licensed Software and shall continue for the Service Period unless and until this Agreement is terminated by either party pursuant to this section. CloudPlugs may terminate this Agreement immediately upon notice to Customer in the event that Customer materially breaches any of the terms hereof. Customer may terminate this Agreement at any time, with or without cause. Customer may terminate this Agreement by sending either an email to info@CloudPlugs.com with Customer’s name and the subject “TERMINATION OF LICENSE” or a letter by United States mail to: 1818 Library Street, Suite 500, Reston, VA 20190 or to such other address as CloudPlugs may specify in writing by posting the new address on the CloudPlugs website. Upon termination, the license granted hereunder shall terminate and Customer shall immediately destroy any copies of the Licensed Software in its possession, but the terms of this Agreement which are intended to survive termination will remain in effect.
CONTENT PRESERVATION, RETRIEVAL OR TRANSFER. In the event of a temporary suspension of Customer’s access to the Licensed Software, applicable fees will continue to accrue. Upon termination of this Agreement by CloudPlugs, for reasons other than cause, or at your direction, you may request access to your Content, which we will make available for an additional fee if you have not already downloaded it from the Service. You must make such request with fifteen (15) days following termination. Otherwise, any Content you have stored with the Service may not be retrievable, and we will have no obligation to maintain any data stored in your account.
MODIFICATIONS. CloudPlugs reserves the right to change the terms and conditions of this Agreement or its policies relating to the Licensed Software at any time. We will notify Customer of any material changes to this Agreement by sending Customer an e-mail to the last e-mail address Customer provided to us or by prominently posting notice of the changes on our website. Any material changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to Customer or thirty (30) calendar days following our posting of notice of the changes on our website. These changes will be effective immediately for new users of our Licensed Software. Please note that at all times Customer is responsible for providing us with Customer’s most current e-mail address. In the event that the last e-mail address that Customer has provided us is not valid, or for any reason is not capable of delivering to Customer the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. If Customer does not agree with the changes to this Agreement, Customer must notify us prior to the effective date of the changes that Customer wishes to terminate Customer’s license to the Licensed Software. Continued use of the Licensed Software, following notice of such changes, shall indicate Customer’s acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
EXPORT. The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries (collectively the “Export Laws”). Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from CloudPlugs, or any products utilizing such data, in violation of the United States export laws or regulations. In addition, Customer represents and warrants that Customer is not located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Libya, Cuba and North Korea) and that Customer is not otherwise prohibited under the Export Laws from receiving the Licensed Software. Customer will indemnify and hold CloudPlugs harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Customer of its obligations under this section. Customer’s obligations under this section shall survive the expiration or termination of this Agreement.
NON-SOLICITATION. During the Term and for 12 months after any termination of this Agreement, Customer will not directly or indirectly, on Customer’s own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave CloudPlugs.
MISCELLANEOUS. Neither the rights nor the obligations arising under this Agreement are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia and the United States without regard to the conflict of laws, provisions therein that would require application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Fairfax County, Virginia, and each party hereby submits to the personal jurisdiction of such courts, except that CloudPlugs may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Customer may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both parties.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to info@cloudplugs.com.

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Last updated on 6th May 2021