Machinechat's End User License Agreement (EULA)

Effective Date: August 9th, 2023

PLEASE READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU AGREE TO BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

Section 1: Definitions

"Software" or "SOFTWARE PRODUCT" refers to the Machinechat JEDI and Machinechat VisualManager, including any editions, updates, patches, and accompanying documentation.
"YOU" or "LICENSEE" refers to the individual or entity that acquires or uses the Software.
"Machinechat LLC" or "LICENSOR" refers to Machinechat LLC, headquartered in San Jose, CA, USA.

Section 2: License Grant

Machinechat LLC grants YOU a non-exclusive, non-transferable, revocable license to install and use the Software in accordance with the terms of this EULA. Machinechat LLC reserves all rights not expressly granted to YOU.

Section 3: Restrictions

YOU SHALL NOT use the Software in applications and environments where a misconfiguration or malfunction of the Software may result in personal and bodily injury, loss of life, damage to property, environmental harm, economic and financial losses, data loss or corruption, or reputational loss.
YOU SHALL NOT copy, modify, reverse engineer, decompile, or disassemble the Software.
YOU SHALL NOT alter or create derivative works based on the Software.
YOU SHALL NOT sub-license, rent, lease, re-sell, or distribute the Software to third parties.
YOU SHALL NOT use the Software in applications and environments where failure to comply with applicable laws and regulations may result in legal penalties or sanctions.
YOU SHALL NOT use the Software in a manner that violates the rights of third parties, including but not limited to intellectual property rights, which may result in legal claims or disputes.
YOU SHALL NOT share, distribute, lease, sublicense, transfer, publish, disclose, or otherwise make the license key available to third parties. Any attempt to do so is a violation of the rights of Machinechat LLC and its licensors.
YOU SHALL NOT install or use the Software in a manner inconsistent with its design, including use on computers, servers or gateways with which the Software is not designed to operate on.
Copyright and Proprietary Notices: YOU SHALL NOT delete or alter any disclaimers, warnings, copyright or other proprietary notices accompanying the Software.
Trial Licenses: Machinechat LLC may issue trial license keys to activate the Software for a limited time period ("Trial Period"). YOU SHALL NOT use the Software or the license key beyond the Trial Period.
Purchased Licenses: Upon purchase of a license, Machinechat LLC will issue a license key to activate the software, a feature, or expand a feature.
Single Computer Use: Each license key is solely for activation on a single computer, as identified by a unique hardware identification signature generate by the Software. Once activated, license keys cannot be transferred, or re-activated on another computer.
Protection of License Technology: YOU SHALL NOT modify, reverse engineer, decompile, disassemble, or circumvent the license key, license algorithms, protocols, or technology used by Machinechat LLC in its Software.

Section 4: Intellectual Property

Software is licensed, not sold. The Software is protected by U.S and international intellectual property laws.
All intellectual property rights in the Software are owned by Machinechat LLC.
YOU SHALL NOT acquire any ownership to the Software as a result of YOUR purchase of the License Key or YOUR use of the Software.

Section 5: Software Updates

Machinechat LLC may provide updates, upgrades, or modifications to the Software at its sole discretion. Such updates shall be governed by the terms of this Agreement or additional terms provided at the time of update.

Section 6: End of Life

Machinechat LLC reserves the right to modify or discontinue the Software at any time at its sole discretion and without notice to YOU, for example to comply with applicable law or a court order, to avoid a third-party infringement claim.

Section 7: Open Source Software

The SOFTWARE PRODUCT may contain open-source software and licensed under the terms of the applicable license(s) of the open-source software. YOU SHALL adhere to the license terms and conditions of the open-source software.

Section 8: Maintenance and Support

YOU will be entitled to receive any available updates to the Software free of charge for the first six (6) months period after purchasing the license. You may need to pay additional fees or purchase a new license to receive updates to the Software after this period.
You will be entitled to receive web-based support through support.machinechat.io and email-based support for the Software free of charge for the first six (6) months period after purchasing the license. You may need to pay additional fees or purchase a support plan to receive support after this period.
Machinechat LLC will attempt to notify YOU of any available updates to the Software via email to the email address provided at the time of purchasing the license.
You may need to download and install a new version of the Software and agree to a new EULA to receive support or updates to feature of the Software.
Any Software maintenance and support provided by Machinechat LLC, including the provision of updates and upgrades, will be provided on an "as is" basis without any warranty.
Free time-limited trial licenses are not eligible for maintenance, updates, upgrades, or support.

Section 9: Warranty Disclaimer

By downloading and using the Software, YOU (and the entity YOU represent) assume all liability associated with all data that intentionally or unintentionally collected, monitored, or managed via the Software.
YOU shall indemnify and hold Machinechat LLC and its agents harmless, to the fullest extent permitted by applicable law, from and against all claims, losses, judgments, liabilities, damages and expenses, including, without limitation, attorney’s fees, whatsoever or howsoever incurred or sustained by Machinechat (collectively, a “Claim”) in connection with any action, suit, or proceeding, whether or not groundless, to which they may be made a party by reason of or arising directly from YOUR usage of the Software. In the event an action is brought against Machinechat LLC, Machinechat LLC shall notify YOU as soon as is practicable, and YOU shall have the right to elect to defend or settle such action. This clause shall survive the termination of the term of this EULA.
Use the Software at YOUR own risk and the entire risk as to satisfactory quality, performance, and accuracy is with YOU.
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MCERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
NO ORAL OR WRITTEN ADVISE GIVEN BY MACHINECHAT LLC, ITS EMPLOYEES, CONSULTANTS, PARTNERS, DISTRIBUTORS, OR AGENTS SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY UPON SUCH INFORMATION OR ADVICE.

Section 10: Liability Limitation

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MACHINECHAT LLC, ITS OWNERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, AFFILIATES, LICENSORS, DISTRIBUTORS, OR PARTNERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF MACHINECHAT LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT MACHINECHAT LLC IS FOUND TO BE LIABLE FOR ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE SOFTWARE OR SERVICES PROVIDED HEREUNDER, SUCH LIABILITY SHALL IN NO EVENT EXCEED THE PURCHASE PRICE PAID FOR THE LICENSE TO THE SPECIFIC SOFTWARE OR FEATURE IN QUESTION, AS DETAILED IN THE APPLICABLE ORDER CONFIRMATION OR INVOICE. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN HEREUNDER AND HAS BEEN REFLECTED IN THE PRICING OF THE PRODUCT LICENSE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE-STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Section 11: Export Control Rules

YOU shall comply with all applicable export control laws, restrictions, or regulations of the United States and any foreign agency or authority. If the SOFTWARE PRODUCT is identified as an export-controlled item under U.S. export control law, YOU represent and warrant that you are not a citizen of, located within, or affiliated with an embargoed or otherwise restricted nation, and that YOU are not otherwise prohibited under U.S. export laws from receiving the SOFTWARE PRODUCT.

Section 12: Termination

Machinechat LLC reserves the right to terminate YOUR rights to use the SOFTWARE PRODUCT with immediate effect if YOU fail to comply with any terms in this EULA, fail to pay any applicable fee for the License Key, or if Machinechat LLC is required to terminate by law or an order of an applicable court.

Upon notification from Machinechat LLC that YOUR rights to use the SOFTWARE PRODUCT have been terminated, YOU shall immediately cease all use of the relevant software, including but not limited to Machinechat JEDI One.

YOU acknowledge that certain provisions of this EULA, which by their nature are intended to survive termination (including but not limited to intellectual property, indemnification, and limitations of liability), will remain in effect following the termination of this EULA.

Section 13: Governing Law and Disputes

This EULA shall be governed by and construed in accordance with the laws of the State of California, United States of America, excluding its conflict of law rules.
Any dispute, claim, or controversy between Machinechat LLC and YOU arising out of or relating to this EULA shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in the State of California, United States of America, and the parties consent to personal jurisdiction therein.

Changes to this Policy

We may modify this policy at any time. Changes will be posted on our website and will be effective immediately.

Machinechat LLC

6203 San Ignacio Avenue, Suite 110

San Jose, CA 95119 USA

Email: legal@machinechat.io