End User License Agreement – Computer Network Operations, Inc

PLEASE READ THIS END USER LICENSE AGREEMENT (THE “EULA”) CAREFULLY BEFORE ACCEPTING. THE TERMS AND CONDITIONS OF THIS EULA ARE BETWEEN YOU (REFERRED TO HEREIN AS “YOU,” “YOUR,” OR “LICENSEE”) AND COMPUTER NETWORK OPERATIONS INC (“CNO”). YOU AS THE LICENSEE ARE ONLY AUTHORIZED TO ACCEPT THE TERMS OF THIS EULA AUTHORIZES YOUR USE OF THE CNO SOFTWARE. UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS USED IN THE BODY OF THIS EULA HAVE THE MEANINGS SET FORTH IN SECTION 1 BELOW.
BY ACCEPTING THIS EULA, YOU ARE AGREEING ON BEHALF OF YOURSELF OR THE PERSON OR THE ENTITY DOWNLOADING THIS CNO SOFTWARE (THE “CNO SOFTWARE”)
THAT YOU ARE AN AUTHORIZED USER UNDER THE CNO AGREEMENTS AND THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE EULA OR, IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY AUTHORIZING YOUR USE PURSUANT TO THE CNO AGREEMENTS, THEN DO NOT DOWNLOAD OR USE THIS CNO SOFTWARE.
THIS EULA GOVERNS YOUR USE OF THIS CNO SOFTWARE. TO USE THE CNO SOFTWARE, YOU MUST INDICATE YOUR ASSENT TO THE EULA BY SIGNING THIS AGREEMENT UNLESS AND UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS OF THE EULA, YOU HAVE NOT BECOME A LICENSEE OF, AND ARE NOT AUTHORIZED TO USE, THIS CNO SOFTWARE.

Definitions.
1.1.“Effective Date” means the day that you download the CNO Software.
1.2. “Modifications” means any work based on or incorporating all or any portion of the CNO Software,including, without limitation, modifications, updates, enhancements, customizations, supplements and any derivative works made to the CNO Software.
1.3.”CNO Software” means the CNO Multi-Platform Command and Control Framework known as “Stargate-Framework” or any other software that CNO makes available to you for download pursuant to the CNO Agreements, with which this EULA is included as part of the installation process, together with all related documentation or materials and Modifications provided by CNO to you in connection with such product or service.
License. Subject to the terms and conditions of this EULA, CNO grants to you a limited term, non-exclusive, non-transferable license to access and use the CNO Software solely for use in accordance with the CNO Agreements and this EULA. CNO owns all right, title, and interest in
the CNO Software, including all copyrights, trademarks, patents and trade secrets. The terms and conditions of this EULA apply to any Modifications, unless CNO provides you with additional or different terms along with the Modifications. You may not:
2.1. Reproduce, display, download, modify, create derivative works of or distribute the CNO Software, in whole or in part, or make any Modifications;
2.2. Attempt to reverse engineer, decompile, disassemble or access the source code for the CNO Software or any component thereof;
2.3. Permit any other party to access or use the CNO Software;
2.4. Transmit the CNO Software, in whole or in part, electronically by any means; or
2.5. Access the CNO Software via any means other than authorized access methods.
This EULA does not grant you any right to use the CNO Software, or any part of the CNO Software other than as authorized in this EULA and the CNO Agreements. You acknowledge that all license fees due for
use of the CNO Software have been fully paid in accordance with this EULA and the CNO Agreements.
CNO retains the right to immediately terminate access to the CNO Software if license fees are not paid when due.
Except as otherwise provided in the CNO Agreements, for each license purchased you are authorized to use the CNO Software on one server instance and an unlimited number of client devices. A client device
means a personal desktop computer, portable computer, workstation, smartphone, tablet or similar device capable of running one instance of the CNO Software client application.
Ownership; Feedback. You agree that CNO owns all rights, title and interests in the CNO Software and any and all Modifications thereto, including all intellectual property rights associated therewith or embodied therein. CNO shall have the right to contact you as necessary to obtain any
suggestions, enhancement requests, recommendations, code contributions or other feedback you might have related to the use and performance of the CNO Software (“Feedback”). While CNO
encourages such Feedback as a way to make Modifications or to improve its products and services to you and other customers, it has no obligation to respond to or act upon such Feedback. You acknowledge that CNO retains any and all ownership rights to Feedback including the exclusive
right to use and incorporate such Feedback as part of any Modifications or into any product or service offered by CNO. Feedback is provided at no cost or charge to CNO. You hereby assign and transfer to CNO any and all proprietary or intellectual property rights you might have in such
Feedback.
Support. CNO may offer support services pursuant to a separate written agreement. No support services are offered under this EULA.
Third-Party Materials. The CNO Software may include content, data or other materials, including related documentation, that are owned by individuals or legal entities other than CNO and that are provided to you on terms that are in addition to and/or different from those contained
in this EULA. You are responsible for compliance with any third-party licenses and any breach of such third-party licenses or misuse of third-party materials is a breach of this EULA. To the extent
you use the CNO Software to transmit, manage, or create materials or content you represent and warrant that you own or otherwise have the legal rights to use such materials and content and that
your use will not infringe, misappropriate or otherwise violate any proprietary, intellectual property, or privacy right of any third party, or violate any applicable law. You are solely responsible for obtaining the legal rights to make use of such content, materials, and any derivative
works used with the CNO Software.
Disclaimer of Warranties and Limitation of Liability. THE CNO SOFTWARE IS PROVIDED “AS IS”, UNLESS OTHERWISE AGREED TO IN WRITING BY CNO. ALL WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED, OR STATUTORY, ARE EXPRESSLY DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CNO IS NOT RESPONSIBLE FOR ANY INTERRUPTION IN SERVICES OR UNAVAILABILITY OF THE CNO SOFTWARE RESULTING FROM INTERNET FAILURES, YOUR INABILITY TO ACCESS THE INTERNET, OR INADEQUATE BANDWIDTH IN YOUR INTERNET CONNECTION.
YOU WARRANT THAT THE SOFTWARE PRODUCT WILL BE USED BY A SKILLED USER AND WILL BE USED IN A SAFE AND ETHICAL MANNER. CNO MAKES NO WARRANTY THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR OPERATE UNDER YOUR CONDITIONS OF USE. IT IS YOUR RESPONSIBILITY TO MAKE THE PRODUCT MEETS YOUR SECURITY REQUIREMENTS. CNO WILL NOT BE RESPONSIBLE FOR ANY LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, INCURRED DUE TO THE FAILURE OF THE SOFTWARE PRODUCT MEET YOUR REQUIREMENTS.
UNDER NO CIRCUMSTANCES SHALL CNO, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES, PROFITS, OR LOSS OF BUSINESS) ARISING FROM OR RELATING TO THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, ACCESS, OR USE OF THE CNO SOFTWARE, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR TORT (INCLUDING NEGLIGENCE), EVEN IF CNO HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT SHALL CNO’S TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE CNO SOFTWARE LICENSES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMTIS CNO’S ABILITY TO DISCLAIM ANY IMPLIED WARNRATES, THIS DISCLAIMER SHALL BE EFFECTEIVE TO THE MAXIMUM EXTENT PERMITTED. NOTHING IN THIS SECTION SHALL BE CONSTRUED TO LIMIT CNO’S LIABILITY FOR DIRECT DAMAGES RESULTING FROM MISAPPROPRIATION OR INFRINGEMENT OF INTELLECTUAL PROPERTY.
Limitation of Liability. In no event will CNO be liable to you or any third party for any special, indirect, consequential or contingent damages, including, without limitation, loss of profits. This non-liability for damages applies whether in an action based on contract, tort or any other such
theory, even if CNO had been advised of the possibility of such damages. In no event will CNO’s total liability exceed the greater of:
7.1. The fees paid to CNO for your access in the prior 12 month period.
Term and Termination. This EULA commences on the Effective Date and continues until and unless otherwise terminated in accordance with its terms or the terms of a CNO Agreement.
Export Restrictions. You acknowledge that the CNO Software is of U.S. origin and is only licensed for use in the United States and Canada. You agree not to export, directly or indirectly, the CNO Software or any direct product thereof to any destination to which such export is restricted
by law or regulation without obtaining prior authorization from the U.S. Department of Commerce or other relevant authority. You agree to comply with all applicable international and national laws that apply to the CNO Software, including United States export control laws and regulations, end-
user, end-use, and destination restrictions issued by the U.S. and other governments.
Publicity. You shall not use CNO’s name or logos without the prior written consent of CNO. Notwithstanding the foregoing, CNO may include your name on a customer list.
Indemnification. You will indemnify, defend, and hold harmless CNO and its directors, officers, employees, representatives and agents from and against, any and all claims, losses, damages and expenses, including attorney’s fees, arising from a third party claim to the extent that such third
party claim is based on your use of any content or materials, a breach of this EULA or the CNO Agreements, or your negligence or other act or omission in connection with use of the CNO Software.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, CNO may assign this EULA in its entirety, without the consent of the other party,
to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this EULA shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment
in breach of this Section 12 shall be void.
Relationship of the Parties. The parties are independent contractors, and nothing in this EULA or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. There are no third-party beneficiaries to this EULA.
Choice of Law and Jurisdiction. The parties agree that any legal action arising under or relating to this EULA must be maintained in the state and federal courts located in the State of Oregon.
The laws of the State of Oregon govern this Agreement, excluding the body of laws concerning conflict of laws. In any action related to this EULA, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on
demand, the prevailing party’s reasonable attorney’s fees and reasonable costs.
Notices. Notices regarding this Agreement shall be in writing and addressed to you at the address you provide to CNO, or, in the case of CNO, when addressed to Computer Network Operations INC, 494 State Street Ste 300, Salem, Oregon 97301. Notices regarding CNO in general may be given by electronic mail to your e-mail address on record with CNO.
Entire Agreement. This EULA, along with the CNO Agreements, contains the entire agreement and understanding of the parties concerning the subject matter of this EULA. In the event of any inconsistency or conflict between this EULA and any CNO Agreements, the terms of this EULA
shall prevail as it relates to your use of the CNO Software.
Waiver/Severability. The waiver of any breach or default under this EULA does not constitute the waiver of any subsequent breach or default. If any provision of this EULA is held to be illegal or unenforceable, it shall be deemed amended to conform to applicable laws or regulations, or, if
it cannot be so amended without materially altering the intention of the parties, it shall be stricken and the remainder of this EULA shall continue in full force and effect.