This end user license agreement (“EULA”) is between you (“You” or “Your”), and Redox, Inc. (“Redox”). This EULA governs Your access to and use of the Redox web-based dashboard (“Dashboard”). This EULA does not entitle You to receive Dashboard updates, upgrades, technical support or professional services, which must be purchased separately unless otherwise provided at Redox’s sole discretion. By clicking the “I ACCEPT” button You agree that this EULA governs Redox’s license to You and Your use of the Dashboard. If You do not agree to the terms of this EULA, do not access or use the Dashboard or click the “I ACCEPT” button.
1. LICENSE GRANT. Subject to the terms and conditions of this EULA, Redox grants You a personal, non-exclusive, non-transferrable, limited and revocable license, without the right to sublicense, to access and use the Dashboard during the applicable license term for Your internal business purposes, in accordance with this EULA and all applicable laws.
2. LICENSE RESTRICTIONS. You agree to comply with the EULA terms at all times when using the Dashboard. You will not, nor will You allow anyone else to:
1. use the Dashboard in breach or excess of any limitations prescribed by Redox;
2. reverse-engineer, decompile or disassemble any part of the Dashboard;
3. remove or conceal any Dashboard identification, proprietary, intellectual property or other notices in the Dashboard;
4. use the Dashboard to perform services for any third parties, unless otherwise agreed to in writing by Redox;
5. modify, copy or create derivative work based on the Dashboard;
6. use the Dashboard for any benchmarking or competitive purposes or activities, including but not limited to, developing similar or competing products or services.
Use of the Dashboard outside of the scope of the EULA constitutes a material breach of this EULA.
3. INTELLECTUAL PROPERTY RIGHTS. This EULA does not grant You any ownership rights. The Dashboard is licensed, not sold, to You. No right, title or interest to
any trademark, service mark, logo or trade name, of Redox or its licensors is granted to You.
4. DISCLAIMER OF WARRANTY. THE DASHBOARD IS PROVIDED "AS IS" WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, REDOX, HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES THAT THE DASHBOARD IS FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE AND NON-INFRINGING. YOU BEAR THE ENTIRE RISK AS TO ACCESSING AND USING THE DASHBOARD FOR YOUR PURPOSES AND AS TO THE QUALITY AND PERFORMANCE OF THE DASHBOARD. THIS LIMITATION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL REDOX, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE DASHBOARD, ANY DASHBOARDS LINKED TO IT, ANY CONTENT ON THE DASHBOARD OR SUCH OTHER DASHBOARDS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE DASHBOARD OR SUCH OTHER DASHBOARDS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
6. TERMINATION. If you breach this EULA your right to use the Dashboard will terminate immediately and without notice, but all provisions of this EULA except the
license grant, outlined in Section 1 above, will survive termination and continue in effect. Upon termination, your license to use the Dashboard will immediately cease.
7. GOVERNING LAW. All matters relating to the Dashboard and these EULA terms and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Wisconsin.
8. CHANGES TO EULA. Redox may change the EULA from time to time. If we make changes, we will revise the “Last Updated” date at the top of this EULA. Your continued use of the Dashboard after the any changes have been made constitutes Your acceptance of such changes.
9. GENERAL. Redox does not waive any of its rights under this EULA by failing to or delaying the exercise of its rights or partially exercising its rights at any time. You may not assign or otherwise transfer any rights or delegate any obligations under this EULA without the prior written consent of Redox. Any purported assignment by You without Redox’s prior written consent will be null and void. To the extent that any Section of this EULA, or part thereof, is determined to be invalid or unenforceable, the remainder of this EULA will remain in full force and effect.
10. ENTIRE AGREEMENT. The EULA, Terms of Use, our Privacy Policy, and (to the extent applicable) Cloud Services Agreement constitute the sole and entire agreement between you and Redox with respect to the Dashboard and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Dashboard. You agree that Redox has not made, and you have not relied on, any representations other than those set forth in the EULA, Terms of Service, Privacy Policy, or (if applicable) Cloud Services Agreement. In the event of any conflicting terms between the EULA and the Cloud Services Agreement, the terms set forth in the Cloud Services Agreement will prevail.
Comments and Concerns All other feedback, comments, requests for technical support and other communications relating to the Dashboard should be directed to: hello@redoxengine.com