End user license agreement for Subsbase platform

PLEASE READ THIS END CAREFULLY BEFORE DOWNLOADING USING OR ACCESSING Subsbase platform (THE “SOFTWARE”). 

THIS USER LICENSE AGREEMENT (THIS “AGREEMENT” OR “EULA”) CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU, AS THE END USER (“LICENSEE”), AND SUBSBASE TECHNOLOGIES, A COMPANY ORGANIZED AND EXISTING PURSUANT TO THE LAWS OF THE ABU DHABI GLOBAL MARKET, WITH COMMERCIAL REGISTER NUMBER /10348/ AND HAVING ITS REGISTERED ADDRESS AT LEVEL14, WEWORK HUB71, AL KHATEM TOWER, ABU DHABI GLOBAL MARKET SQUARE, AL MARYAH ISLAND, ABU DHABI, UNITED ARAB EMIRATES (“SUBSBASE”) FOR THE SOFTWARE.  

BY ACCESSING OR OTHERWISE USING THE PRODUCT, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS EULA, DO NOT ACCESS OR OTHERWISE USE THE PRODUCT. 

Software is limited to a single named legal entity with unlimited users per entity and subject to the terms and conditions of this EULA and payment of the applicable license fees and subscription. Subsbase grants Licensee a non-transferable, non-exclusive, revocable, limited license to download, install and use the Software in object code form. This license grant is contingent upon Licensee’s compliance with the licensing restrictions set forth herein. Licensee may make one copy of the Software solely for backup and archival purposes provided Licensee affixes to such copies all trademark, copyright, patent and notices of other proprietary rights that appear on the original Software. Subsbase must pre-approve in writing any additional copies. Subsbase employs a license key system to enable use of the Software that is refreshed with every subscription extension. 

License Restrictions.  

Licensee is prohibited from and shall not cause or permit others to do any of the following: 

copying or modification of the Software;  

creating derivative works based on all or any portion of the Software;  

 removal or modification of any notice of any patent, copyright, trademark or other proprietary rights that appear on or in the Software;  

reverse engineering, decompilation, translation, disassembly or discovery of the source code of all or any portion of the Software;  

 distribution, disclosure, marketing, leasing, selling, reselling, transmitting, hosting, outsourcing, disclosing, assigning, loaning, sub-licensing, renting or transferring to any third party, otherwise, commercially exploiting the Software or make the Software available to any third party, including Licensee’s end user customers, interactive or other service; 

merging of the Software into another product;  

disclosure to any third party of the results of any testing or performance benchmarks of the Software or other Subsbase product without Subsbase’s prior written consent; or  

removing, altering or obscuring any proprietary notice (including any notice of copyright or trademark) of Subsbase. 

License Term and Termination.  

The license term of this EULA begins on the day that it is accepted by Licensee and shall remain in effect for so long as there is an active, paid subscription (the “Term”) and Licensee complies with the terms and conditions of this EULA. Subsbase may, in its sole discretion, at any time and for any or no reason, suspend or terminate this EULA with or without prior notice. 

Subsbase may terminate this EULA immediately, without prior notice, in the event that Licensee fails to comply with any provision of this EULA, including but not limited to, if Licensee fails to make any payment when due. Further, Subsbase may terminate orders for Support Services and subscriptions immediately if: (i) Licensee declares bankruptcy or is adjudicated bankrupt; or (ii) a receiver or trustee is appointed for Licensee or substantially all of Licensee’s assets. Licensee’s license to use the Software terminates automatically on Licensee’s breach of License and Restrictions. Upon termination of this EULA, and for whatever reason, Licensee will cease all use of the Software and shall destroy all copies of the Software and any corresponding software keys in Licensee’s possession or control and shall further certify in writing to Subsbase or its authorized distributor that all copies have been destroyed. 

Subsbase may suspend all or any part of the Support Services or delivery of any Software during any period that Licensee is in breach of this EULA. Unless Subsbase has terminated the EULA for breach, Subsbase may reinstate the suspended element of the Support Services or Software after Licensee cures the breach that is the basis for the suspension. 

Termination of this Agreement will not limit any of Subsbase’s rights or remedies at law or in equity in case of breach by Licensee (during the Term of this EULA) of any of Licensee’s obligations under the present EULA. 

Proprietary Rights.  

The Software, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights (the “Intellectual Property Rights”) are, and shall remain, the sole and exclusive property of Subsbase. Subsbase retains all title, ownership, interests and Intellectual Property Rights in and to the Software and deems the Software to be confidential information. To the extent the Software contains any materials licensed from third parties, third party suppliers may own such licensed materials. Subsbase retains all rights not expressly granted to Licensee in this EULA. Licensee agrees to protect and maintain the confidentiality of the Software, and not to disclose the Software to any third parties except as expressly permitted in this EULA. Licensee acknowledges that its breach of confidentiality shall cause SubsBase irreparable injury and entitle SubsBase to obtain equitable relief, in addition to all other remedies available. Subsbase shall not be obligated to indemnify or defend Licensee with respect to any third-party claim arising out of or relating to the Software. Licensee further acknowledges that Licensee is acquiring only a limited license to use the Software and not any title to or ownership of the Software or any part thereof and that the Software is proprietary to and copyrighted by SubsBase. SOFTWARE IS COPYRIGHTED AND LICENSED, NOT SOLD.  

Software Modification and Updates 

Subsbase reserves the right to modify, suspend or discontinue, temporarily or permanently, the Software or any service to which it connects, with or without notice and without liability to Licensee. Subsbase may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications. Updates may modify or delete certain features and/or functionalities of the Software. Licensee agrees that the Company has no obligation to (i) provide any updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Software to Licensee. Licensee further agrees that all updates or any other modifications will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this EULA. 

Feedback.  

Subsbase shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Software in connection with use by Licensee. Subsbase may use such information and data to improve and enhance the Software and for other development, diagnostic and corrective purposes. Subsbase shall have the sole proprietary right and exclusive license to any feedback, suggestions, improvements or other information provided by Licensee on the Software. 

Limited Warranty and Disclaimer.  

The Software is provided to Licensee "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Subsbase, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Subsbase provides no warranty or undertaking, and makes no representation of any kind that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. 

Without limitation to the foregoing, Subsbase provides no warranty or undertaking, and makes no representation of any kind that  the Software will meet Licensee’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected, or that the Software will operate in the combinations which Licensee may select for use, or that the operation of the Software will be uninterrupted. THE LIMITED WARRANTY SET FORTH IN THIS EULA IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBSBASE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. LICENSEE ACKNOWLEDGES THAT NO WARRANTIES ARE MADE HEREIN BY ANY OF SUBSBASE’S THIRD-PARTY SUPPLIERS. 

Limitation of Liability. 

To the maximum extent permitted by applicable law, in no event shall Subsbase or its third-party suppliers be liable to licensee for any indirect, incidental, special, cover, punitive, exemplary or consequential damages, including but not limited to lost data or lost profits, however arising, whether based in contract, tort, or any legal theory, even if advised of the possibility of such damages. the foregoing limitations shall not apply to claims for bodily injury or death or damage to real or tangible property directly caused by Subsbase’s gross negligence or willful misconduct. In any case, Subsbase’s entire liability under any provision of this EULA, or use by the licensee of the software, shall be limited to the amount actually paid by licensee to license the software. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the limitations set forth in this EULA may not apply to licensee. In addition, Subsbase on its own behalf and on behalf of its third-party suppliers, resellers and distributors disclaim all liability of any kind. 

Third Party Components.  

Software provided under this EULA may be distributed with certain freeware, open source (“Open-Source Software”) or other third-party components which, if included, are provided pursuant to the terms of the applicable license governing its use and distribution. Please see Subsbase website for such Open-Source Software license terms. 

SUBSBASE THEREFORE PROVIDES SUCH THIRD PARTY COMPONENTS AND OPEN SOURCE SOFTWARE ON AN “AS IS” BASIS WITHOUT ANY WARRANTY WHATSOEVER AND HEREBY EXPRESSSLY DISCLAIMS WITH RESPECT TO ANY SUCH THIRD PARTY COMPONENTS AND OPEN SOURCE SOFTWARE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUROSE AND NON-INFRINGEMENT; AND (B) ALL LIABILITY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, COVER, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST DATA OR LOST PROFITS, HOWEVER ARISING, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN WHERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Support.  

SubsBase provides free technical support for this Software during business hours over telephone and email. Technical Support may be provided on either a time and material basis or under the terms of a separate maintenance and support agreement (“Support Plan”). If Licensee purchases a Support Plan, Subsbase will provide technical support for the Software during the Support Plan term in accordance with the Support Plan purchased by Licensee. The Support Plan term is the initial term of the Support Plan and any renewal term that the parties may agree via a written order that is entered into prior to the expiration of the initial term or then current renewal term of the Support Plan, as applicable. 

General.  

The terms and conditions of this EULA constitute the entire agreement between Subsbase and Licensee with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written representations, proposals or agreements concerning the subject matter herein. 

None of the terms and conditions in this EULA will be deemed waived, amended or modified by Subsbase unless such waiver, amendment or modification is made in writing and signed by an authorized representative of Subsbase. No waiver of rights contained in this EULA shall constitute a subsequent waiver of such rights or any other rights hereunder. If any provision of this EULA is held to be invalid or unenforceable by a proper authority having jurisdiction over this EULA, that provision shall be modified and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remainder of this EULA shall continue in full force and effect. Licensee may not assign or transfer, by operation of law or otherwise, any of its rights under this EULA (including without limitation its licenses with respect to the Software) to any third party without SubsBase’s prior written consent. Any attempted assignment or transfer in violation of the foregoing will be null and void. 

Governing Law and Venue.  

This EULA is governed by the laws of the Abu Dhabi Global Market. All disputes arising out of this EULA shall be subject to the exclusive jurisdiction of the courts of the Abu Dhabi Global Market, and the parties agree and submit to the personal and non-exclusive jurisdiction and venue of these courts, and agree that service on Licensee at its address of public record constitutes valid service for any proceeding in the courts of that jurisdiction and this EULA shall be governed by the laws of the Abu Dhabi Global Market without reference to conflict of laws principles. Notices to Subsbase shall be sent to [•]. 

Acknowledgment and Consent.  

By installing, downloading, accessing or otherwise using the Software, Licensee acknowledges and agrees to have read this EULA and agreed to its terms. Furthermore, Licensee agrees that this EULA is the complete and exclusive statement of the agreement between Subsbase and Licensee with respect to the Software, maintenance and support and related documentation and it supersedes any proposal or prior agreement - oral or written - and any other communication between Subsbase and Licensee relating to the subject matter of this EULA. This EULA cannot be modified by any purchase order or other document submitted by License. 

1. Licensee further acknowledges and agrees that by clicking “I Agree” or “I Accept” anywhere on Subsbase’s site or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the site: (a) Licensee agrees to conduct electronically the particular transaction into which it is entering; (b) Licensee has read, understands and agrees to be bound by the electronic copy of electronic contracts, notices and records to which it is agreeing, including, without limitation, this Agreement; (c) Licensee is capable of printing or storing a copy of electronic records of agreements to which it is agreeing including, without limitation, this Agreement; and (d) Licensee agrees to receive electronically information about the agreements to which it is agreeing including, without limitation, this Agreement.