End User License Agreement
The Ultorg desktop software ("the Software Product") and accompanying documentation is licensed and not sold. The Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. Ultorg Inc. or its subsidiaries, affiliates, and suppliers (collectively "Ultorg") own intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to download, use, or copy the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY SELECTING THE "ACCEPT" OR "AGREE" OPTION AND DOWNLOADING THE SOFTWARE PRODUCT, OR BY INSTALLING, USING, OR COPYING THE SOFTWARE PRODUCT. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO DOWNLOAD THE SOFTWARE PRODUCT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, USE, OR COPY THE SOFTWARE PRODUCT.
A license to use the Software Product (an "Ultorg license") may be purchased at Ultorg's website (https://www.ultorg.com) in the form of a recurring subscription with either a monthly or an annual billing period. Different tiers of functionality may be offered. Payment is due and committed up-front at the beginning of every billing period, and is attempted automatically using the payment method you configure with your subscription. Cancellations or license quantity reductions may be initiated by either party, and take effect at the end of the then-current billing period.
You may purchase an Ultorg license for yourself, or be assigned a license by an administrator who manages licenses for other users.
Each Ultorg license allows a single named individual to install and use the Software Product on up to two computers, at the purchased tier of functionality, for as long as the subscription remains active and without overdue payments.
Each individual user of Ultorg must have their own user account ("User Account"), created on the Ultorg website, and may not share their User Account, login credentials, or product activations with other users. Assignment of licenses to other users by an administrator must be done through the official "License Assignments" page that is available from the administrator's User Account portal on the Ultorg website. Reassignment of an Ultorg license to a different user may not be done so frequently as to effectively enable a single license to be shared between multiple individuals.
Except for the limited license to download and use the Software Product provided in this Agreement, Ultorg retains all right, title, and interest in and to the Software Product, whether developed before or after the effective date of this Agreement.
A free trial license may be made available to you through your User Account. A trial license permits you to download and use the Software Product for free for a limited time, for the sole purpose of determining whether to purchase a non-trial license. You may only receive and use trial licenses from a single User Account. A new trial license may occasionally become available as new versions of the Software Product are released. Ultorg reserves the right to terminate trial licenses at any time.
During the trial period, the Software Product may submit coarse-grained statistics to Ultorg about which product features were evaluated. This could include, for example, the type of data sources that the user attempted to connect to.
Restrictions on Transfer
Except as previously detailed with respect to the "License Assignments" feature, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software Product.
Restrictions on Use
You will not (and will not allow or encourage anyone else to): (1) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Software Product; (2) remove any proprietary notices or labels; (3) modify or create derivative works of the Software Product; (4) use the Software Product to develop a competing service or product; (5) assert any patent infringement claim regarding the Software Product; (6) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Software Product; (7) access accounts, information, data, or portions of the Software Product to which you do not have explicit authorization; or (8) use the Software Product to obtain unauthorized access to anyone else's networks or equipment.
The Software Product contains a product activation mechanism, which helps manage and enforce permitted usage according to this agreement. This includes the submission to Ultorg of small amounts of data necessary to identify the computer and user, such as the computer name, user name, and operating system type. You consent to the use of this functionality, including related technical restrictions, and agree not to attempt to circumvent it. Instead, in case of technical problems, please contact Ultorg for support (firstname.lastname@example.org).
The product activation mechanism will associate an Ultorg license with a particular user and computer for a particular amount of time, called the activation period. The activation period is typically no more than one month, though longer activation periods can be requested when activating offline. Once a license has been activated for a particular user and computer, it may in some cases be necessary (e.g. when activation was done offline) to wait until the activation period lapses before the same license can be used for a different user or computer.
Restrictions on Copying
You may not copy any part of the Software Product except as required for licensed use.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY ULTORG, ULTORG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Ultorg makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. Ultorg makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. ULTORG WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL ULTORG, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF ULTORG OR ANY OTHER PARTY, EVEN IF ULTORG IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS ULTORG'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Limitation of Remedies and Damages
Your remedy for a breach of this Agreement, or of any implied warranty, is the correction or replacement of the Software Product. Selection of whether to correct or replace shall be solely at the discretion of Ultorg. Ultorg reserves the right to substitute a functionally equivalent copy of the Software Product as a replacement. If Ultorg is unable to provide a replacement or substitute Software Product or corrections to the Software Product, your sole alternate remedy shall be a refund of the purchase price for the Software Product for the last applicable billing period. Any claim must be made within 30 days of the end of the billing period.
You agree to indemnify and hold Ultorg harmless from all claims, judgments, liabilities, expenses, or costs arising from your breach of this Agreement and/or acts or omissions.
Changes in pricing may be introduced on existing subscriptions with at least 45 days' notice from Ultorg, effective from the start of the next applicable billing period.
Ultorg may collect VAT, Sales Tax, or other taxes as required by local jurisdictions. The price of an Ultorg license is stated exclusive of such taxes, and the amount of tax collected may change without notice if local jurisdictions require such collection. Corporate and other organizational customers must ensure that their local Tax ID is properly entered with their billing account. If your organization has special exemptions from local tax, you may contact email@example.com to register this with your account.
Ultorg may provide occasional software updates. In some cases, it may be necessary to update to the latest version in order to continue using the Software Product.
This Agreement may occasionally be updated; the latest version will be posted at https://www.ultorg.com/legal/eula/. The applicable version is the latest version that you have explicitly agreed to, or the version posted as of 30 days prior to the beginning of your most recent billing period, whichever is the later version.
If you have entered into a separate agreement for use of the Software Product, in writing and signed by Ultorg, then the terms of that agreement shall prevail over any conflicting terms in this Agreement. Such a separate agreement shall state: "This agreement modifies Ultorg's standard End User License Agreement."
Consent to Receive Communications
Ultorg may contact you by email, phone, or postal mail regarding your customer relationship or trial. Notices from Ultorg may be sent to the email address associated with your User Account. You may consent to additional communications through the My Account page on the Ultorg website.
If you publish any benchmark of the Software Product against your own product, you (1) will include in the publication all information necessary to replicate the benchmark and (2) agree that Ultorg may perform and publish benchmarks of your own product, irrespective of any restrictions on benchmarks in the terms governing your own product.
Governing Law and Jurisdiction
This Agreement is governed by the laws of California, without regard to California's conflict or choice of law provisions.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.