Exponent End-User License Agreement

This software end-user license agreement ("EULA") is a legal agreement ("Agreement") between you (the customer, either as an individual or, if purchased or otherwise acquired by or for an entity, as an entity) and Minimal Surface, Inc. ("Licensor"). Read it carefully before completing the installation process and using Exponent and all upgrades made available to you ("Software"). It provides a license to use the Software and contains warranty information and liability disclaimers. By installing and using the Software, you are confirming your acceptance of the Software and agreeing to become bound by the terms of this Agreement.

1. License
   
   

The words with initial letters capitalized have meanings defined under the following conditions. These definitions shall have the same meaning regardless of whether they appear in singular or plural.

2. Delivery

   
   

(a) In order to use the Software under this Agreement, you shall receive the Installation Instructions and all other necessary installation information that will be send to your email account at the time of purchase, in accordance with the scope of use and other terms specified for each type of Software and as set forth in this Section 3 (License Types).

(b) All Software and license documentation shall be delivered by electronic means unless otherwise specified in the applicable invoice or at the time of purchase. Software shall be deemed delivered when it is made available for download by you.

3. License Types

   
   

Standard License. This license permits you to use the Software solely for your internal operations. You may translate or incorporate the Software into other software for your internal use. However, you may not sell or use the Software as part of a product or service that competes with the Software itself. For example, you may not provide the Software "as a service" for integration into others' software applications, or offer an enhanced version of the Software providing performance or general-purpose functional improvements.

4. Permitted Uses

(a) Archive Copies. You are entitled to make a reasonable amount of copies of the Software for archival purposes. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software.

(b) Modifications. You are entitled to create Modifications of the original Software. "Modification" means:

(i) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by you, or

(ii) any new file that contains any part of the original Software or previous Modifications. While you retain all rights to any original work authored by you as part of the Modifications, we continue to own all copyright and other intellectual property rights in the Software.

5. Restricted Uses

(a) You shall not (and shall not allow any third party to):

(i) Distribute, sublicense, rent, lease or use the Software whether modified or unmodified for time sharing, hosting, service provider or like purposes, except as expressly permitted under this Agreement;

(ii) Remove any product identification, proprietary, copyright or other notices contained in the Software.

(b) You may permit a third party to use the Software licensed to you under this EULA if such use is solely:

(i) on your behalf;

(ii) for your internal operations;

(iii) in compliance with this EULA.

(c) You agree that you are liable for any breach of this EULA by that third party.

(d) Some components of the Software, such as open source components, may be available under the terms of free public licenses, such as a version of The MIT License or GNU Lesser General Public Licenses. If the restrictions of this Agreement would conflict with the terms of a public license for a component of the Software, the restrictions of this Agreement do not apply to that component.

6. Upgrades and Additional Copies of Software

Notwithstanding any other provision of this EULA, you are not permitted to use upgrades unless you, at the time of acquiring such upgrade:

(a) already hold a valid license to the original version of the Software, are in compliance with such license, and have paid the applicable fee; and

(b) limit your use of upgrades or copies to use on devices you own or lease; and

(c) make and use additional copies solely for backup purposes, where backup is limited to archiving for restoration purposes.

7. Support, Maintenance, and Services

(a) Licensor is entitled to provide you with support and maintenance services for the period of the Agreement. Licensor determines the time necessary for the support.

(b) All Software Support, Maintenance and Services provided to you under this Agreement are provided by Licensor on an "as is" basis with no other express or implied warranty. Licensor is not liable, among other things, if the Software Support, Maintenance and/or Services will not operate free of errors, uninterrupted in your operating environment. Licensor does not warrant that the Software Support, Maintenance and/or Services will identify or protect against all known or future viruses, security or system risks.

(c) Internet-based support system is generally available by email: support@exponent.run.

8. Ownership

Licensor retains ownership of all intellectual property rights in and to the Software, including copies, improvements, enhancements, derivative works and modifications thereof. Your rights to use the Software are limited to those expressly granted by this EULA. No other rights with respect to the Software or any related intellectual property rights are granted or implied.

9. Fees and Payment

The Software license fees will be due and payable in full as set forth in the applicable invoice or at the time of purchase.

10. Term of Agreement

(a) Term. Your right to use the Software begins on the date the Software is made available for download or installation and continues until the end of the specified term unless otherwise terminated in accordance with this Agreement. For clarification, the term of your license under this Agreement is designated as a fixed-term license in the invoice and shall be specified at your time of purchase. Either party may terminate this Agreement (including all related Invoices) if the other party:

(i) fails to cure any material breach of this Agreement within fifteen (15) working days after written notice of such breach, provided that Licensor may terminate this Agreement immediately upon any breach of Section 5 (Restricted Uses) or if you exceed any other restrictions contained in Section 3 (License Types), unless otherwise specified in this Agreement;

(ii) ceases operation without a successor; or

(iii) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days)).

Termination is not an exclusive remedy, and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

(b) Termination. Upon any termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof. Licensor is not obliged to make a refund in case of early termination of the Agreement because of your default.

(c) Expiration of License. Upon the expiration of any term under this Agreement,

(i) all Software updates and services pursuant to the license shall cease,

(ii) you may only continue to run existing installations of the Software,

(iii) any new installation of the Software shall require the purchase of a new license subscription from Licensor.

(d) Disclaimer of Warranties.

(i) The Software is provided "as is," with all faults, defects and errors, and without warranty of any kind. Licensor does not warrant that the Software will be free of bugs, errors, viruses or other defects, and Licensor shall have no liability of any kind for the use of or inability to use the Software, the Software content or any associated service, and you acknowledge that it is not technically practicable for Licensor to do so.

(ii) To the maximum extent permitted by applicable law, Licensor disclaims all warranties, express, implied, arising by law or otherwise, regarding the Software, the Software content and their respective performance or suitability for your intended use, including without limitation any implied warranty of merchantability, fitness for a particular purpose.

11. Limitation of Liability

(a) In no event Licensor can be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Software, the Software content or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Licensor has been advised of the possibility of such damages.

(b) In no event will Licensor liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit.

12. Remedies

Your exclusive remedy and Licensor's entire liability for breach of this Agreement shall be limited, at Licensor sole and exclusive discretion, to replacement of any defective Software or documentation.

13. Acknowledgements

You agree that Licensor and its affiliates may collect and use technical information gathered as part of the product support services. Licensor may use this information solely to improve products and services and will not disclose this information in a form that personally identifies you.

14. Miscellaneous

(a) Entire Agreement. This Agreement sets forth our entire Agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

(b) Amendment. Licensor reserves the right, in its sole discretion, to amend this Agreement from time to time. All amendments will be published on: https://exponent.run/eula.

(c) Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Licensor, and any attempted assignment without such consent shall be void.

(d) Export Compliance. You agree to comply with all applicable laws and regulations, including laws, regulations, orders, or other restrictions on export, re-export, or redistribution of Software.

(e) Indemnification. You agree to defend, indemnify, and hold harmless Licensor from and against any lawsuits, claims, losses, damages, fines, and expenses (including attorneys' fees and costs) arising out of your use of the Software or breach of this Agreement.

(f) Governing Law. Pre-trial settlement of disputes within 10 (ten) days is required. If it fails, this Agreement shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions. Licensor's failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of the Agreement will remain in effect.

(g) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.

(h) Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this License Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.

(i) Contact Information. If you have any questions about this EULA, or if you want to contact Licensor for any reason, please direct correspondence to support@exponent.run.