Atomiton
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End User License Agreement

Atomiton, Inc., a privately held corporation having principal offices at 1511 Sonora Ct, Suite 2, Sunnyvale, CA 94086 ("Licensor") licenses this software product to you ("User") subject to the terms contained in this End User License Agreement ("EULA"). Read the terms and conditions of this agreement carefully before installing copying and using this software product and the accompanying documentation ("Software"). By clicking the "Accept" at the end of this EULA or by installing copying or otherwise using this Software, you agree to be bound by the terms of this EULA. If you do not agree with any term or condition, do not install or use the Software or product package.

  1. DEFINITIONS.

    1. "Licensor" means Atomiton, Inc., a privately held corporation having principal offices at 3100 De La Cruz Blvd #206, Santa Clara, California.
    2. "Software" means the licensor A-Stack Release 1.0 Limited Availability version (TQL 22.0.202005030438), including any generally available updates to such software (with such updates being made available only in the discretion of Licensor), but excluding open source software components, each of which has its copyright notice and license included in the license file and documentation.
    3. "User" means the person to whom the Licensor grants a right to use the Software under this EULA.
    4. "Effective Date" means the date upon which the User gives the User's express consent to this EULA, following the issue of this EULA by the Licensor.
    5. "Source Code" means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software.
    6. "Term" means the term of this EULA, commencing and ending in accordance with Clauses in Section 2.
    7. "Update" means a patch or correction to the Software that Licensor makes generally available to its Users for maintenance fixes, error corrections, and minor improvements to the Software.
    8. "Documentation" means the documentation for the Software produced by the Licensor and made available by the Licensor to the User.
    9. "Fees" means those amounts payable by the User to the Licensor in respect of this EULA.
    10. "Payment Term" means the regular duration at which the Fees are due to the Licensor. Payment Terms are defined in the Pricing Terms.
    11. "Expiration" means the end of a Payment Term.
    12. "Pricing Term" means the pricing structure, duration, amount and accepted payment methods published on Licensors website here, as updated from time to time in the sole discretion of the Licensor.
    13. "Production Environment" means any software or technology systems, computer or computing devices that are used to support the operations of a business, govemment, or non-for-profit entity, which includes, but is not limited to systems to support manufacturing supply chain, ordering, accounting, inventory, infrastructure management, or human resources, and any operations that directly generate revenue for the entity.

  2. TERM AND TERMINATION

    1. This EULA shall be effective as of the Effective Date and shall be in force until terminated by either party as outlined in this Section.
    2. User may terminate this EULA at any time by canceling User's account. User will not receive any refunds after canceling User's account.
    3. Licensor may, in its sole discretion and for any or no reason, terminate this EULA with 30-days notice. Licensor may, however, terminate this EULA immediately and without notice in the event Licensor suspects that User has breached the EULA or otherwise utilized the Software in a manner that violates any law or has a tendency to harm or damage Licensor. User agrees that Licensor will not be liable to User or any third party as a result of terminating this EULA.
    4. This EULA will be terminated upon the Expiration of the current Payment Term, unless full fee payment is received for the next Payment Term, as defined by the Pricing Terms.
    5. This EULA will be terminated if User fails to submit metering data as defined in Section 5.3, or if User intentionally interferes with, disables or deletes the metering function or metering data of the Software.
    6. Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect: Section 1, Section 2.6, Section 6, Section 8, Section 9, Section 11 and Section 12.
    7. Upon the termination of this EULA, User must immediately cease to use the Software. Within 5 Business Days following the termination of this EULA, the User must irrevocably delete from all computer systems in its possession or control all copies of the Software.

  3. GRANT OF LICENSE

    1. Ownership. Licensor has and shall retain all right, title, and interest in and to the Software and in any technology, source code, and intellectual property rights related thereto. User shall obtain no rights in the Software except for the license rights expressly set forth in this Agreement.
    2. The Licensor hereby grants to the User a worldwide, non-exclusive license to
      1. Install the Software;
      2. Use the Software in accordance with the Documentation solely for the purpose of internal development, testing demonstration, research and other non-commercial use; and
      3. Copy Software for internal archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
    3. Restrictions on Grant. Except as otherwise specifically permitted in this Agreement, User may not:
      1. Modify or create any derivative works of the Software;
      2. Copy the Software except as permitted in this Agreement
      3. Separate the Software, which is licensed as a single product, into its component parts;
      4. Sublicense or permit simultaneous use of the Software by more than one user;
      5. Reverse engineer, decompile, disassemble or otherwise attempt to access or derive the source code for the Software;
      6. Use the software in a Production Environment.
      7. Use the Software for commercial purposes, including redistribute, encumber, sell, rent, lease, sublicense the Software, use the Software in a hosted or cloud based services, or otherwise transfer any rights to the Software to any third party;
      8. Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software;
      9. Publish to a third party any results of benchmark tests run on the Software;
      10. Install and use the Software on more computers or computing devices than the number licensed, orby more developers than the number licensed;
      11. Use the Software in any manner intended to avoid incurring fees;
      12. Use the Software for the purpose of bringing an intellectual property infringement claim against Licensor or for the purpose of creating a product or service competitive with the Software.

  4. FEES AND PAYMENTS

    1. User shall pay Feestothe Licensor prior tothe first day of each Payment Term in accordance with Licensor's Pricing Terms.
    2. User must use Licensor accepted payment methods as specified in the Pricing Terms. Licensor accepted payment methods may change from time to time, in Licensors sole discretion.
    3. Licensor may change its Pricing Terms from time to time without prior notice to the User. User will be notified of such Pricing Term changes before the first Payment Term after the Pricing Term changes starts. Any modifications to the Pricing Terms shall not apply to User for the Payment Term during which the modifications are made, but instead shall only apply to User beginning on the start date of the next Payment Term.

  5. METERING AND AUDITING

    1. User agrees that Licensor has the right to meter, and collect the metering data of User's usage of the Software for the sole purpose of (a) ensuring that Software is being used in accordance the granted license rights and within the usage limitations set forth in the Pricing Terms applicable to User, such as the number of transactions, messages, and the number of servers or computing devices Software is installed on; (b) gathering anonymized aggregated data on the volume of such usage in order to appropriately modify its future Pricing Terms.
    2. User agrees that Licensor may collect the metering data of the Software from time to time via the Internet, without prior notice to the User.
    3. From time to time, but no more frequently than once in a calendar quarter, Licensor may request User to submit the metering data via Licensor's online program. User agrees that the failure to submit such metering data as requested by the Licensor is a breach of this EULA and may result in the immediate termination of this EULA.
    4. Nothing in this Section gives Licensor any rights to collect any User generated content or any Software operations data that is not reasonably necessary to perform the metering functions set forth in Section 5.1 , or use the metering data for purposes other than those defined in Section 5.1.

  6. WARRANTIES

    1. The Licensor warrants that it has the legal right and authority to enter into this EULA and to perform its obligations under the EULA.
    2. The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs.
    3. The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
    4. Except as stated in this Agreement, Licensor provides Software on an "AS-IS" basis. To the fullest extent permitted by law, Licensor disclaims and this Agreement excludes any implied or statutory warranty, including any warranty of title, non-infringement, merchantability or fitness for a particular purpose.

  7. LIMITED AVAILABILITY DISCLAIMER

    8. The limited availability software licensed hereunder is believed to contain defects and a primary purpose of this limited availability license is to obtain feedback on software performance and the identification of defects. User is advised to safeguard important data, to use caution, not to rely in any way on the correct functioning or performance of the software and/or accompanying materials, and not to use the software in a production environment.

  8. INDEMNIFICATION.

    9. User agrees to hold harmless and indemnify Licensor, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Licensor and Partners") from and against any third party claim arising from or in any way related to (a) User's breach of the EULA, (b) User's use of the Software, or (c) Users violation of applicable laws, rules or regulations in connection with the Software, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature.

  9. LIMITATION OF LIABILITY

    1. USER EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSOR, ITS SUBSIDIARIES AND AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS AND CONTRACTORS SHALL NOT BE LIABLE TO USER FOR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY USER, 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. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    2. THE LIMITATIONS ON LICENSOR’S LIABILITY TO USER IN THIS SECTION SHALL APPLY WHETHER OR NOT LICENSOR HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
    3. SOME STATES AND JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO USER. IN NO EVENT SHALL LICENSOR’S TOTAL LIABILITY TO USER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT THAT USER HAS ACTUALLY PAID LICENSOR IN THE PAST TWELVE MONTHS, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER.
    4. Nothing in this Agreement limits either party’s liability for gross negligence or intentional misconduct, or for death or personal injury.

  10. THIRD PARTY SOFTWARE

    11. The Services incorporate certain third party software ("Third Party Software"), which is licensed subject to the terms and conditions of the third party licensing such Third Party Software. Nothing in this EULA limits User’s rights under, or grants User rights that supersede, the terms and conditions of any applicable license for such Third Party Software.

  11. FEEDBACK

    12. User may choose to or Licensor may invite User to submit comments or ideas about the Software, including without limitation about how to improve the Software (collectively, "Feedback"). By submitting any Feedback, User agrees that User’s disclosure is gratuitous, unsolicited and without restriction and will not place Licensor under any fiduciary or other obligation, and that Licensor are free to use such Feedback in any way (including for commercial purposes) without any additional compensation or other consideration to User, and/or to disclose such feedback on a non-confidential basis or otherwise to anyone. To the fullest extent of the law, User hereby assigns all right, title and interest to all Feedback to Licensor.

  12. MISCELLANEOUS

    13. This EULA, together with Licensor’s Privacy Policy, Services Terms and Pricing Terms, constitute the entire agreement between the parties relating to the Software and all related activities. This EULA shall not be modified except in writing signed by both parties or at any time by Licensor after giving notice to User. If any part of this EULA is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Licensor to exercise or enforce any right or provision under this EULA shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Licensor must be in writing and shall only apply to the specific instance identified in such writing. User may not assign this EULA, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without our prior written consent. This EULA and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this EULA will be the state and federal courts located in Santa Clara, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts. The prevailing party in any litigation related this EULA shall be entitled to an award of reasonable attorneys’ fees incurred.