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EULA

TERMS & CONDITIONS:
END USER SOFTWARE LICENSE AGREEMENT

Please read carefully before using your AtomBeam product.


This Software License Agreement (this “License”) is a legal and enforceable agreement between
you (“Licensee”) and AtomBeam Technologies Inc. (“AtomBeam”) for the AtomBeam Software
accompanying this License. The “Software” will be deemed to include all Software provided by
AtomBeam purchased by Licensee, whether in machine or user readable form, and all subsequent
releases, updates, enhancements or revisions thereof, as well as all patents, copyrights, trademarks
and trade secrets relating thereto. The Software is licensed, not sold. By installing, copying or
otherwise using the Software or any updates, Licensee agrees to be bound by the terms and
conditions of this License.


GRANT OF LICENSE.
Licensee is hereby granted a non-exclusive and non-transferable License
to use the Software, subject to and only if Licensee accepts and complies with the terms and
conditions herein. Title to the Software will remain with AtomBeam. All rights not specifically
granted to Licensee are hereby reserved by AtomBeam.


PERMITTED USES. The Software is owned by AtomBeam and is protected by copyright,
trademark and trade secret laws and international treaties. Licensee agrees to use the Software only
for Licensee’s internal business purposes. Licensee may make one (1) copy of the Software for
back-up, archive or disaster recovery purposes. Licensee may only make copies of the Software
documentation as needed for Licensee for internal uses. Each copy of any part of the Software or
its documentation made by Licensee or for Licensee must contain all of AtomBeam’s proprietary
markings and copyright notices without alteration.


PROHIBITED USES. Licensee agrees not to provide any other person or entity with a copy of,
or access to, any part of the Software unless authorized in writing by AtomBeam. Licensee may
not decompile, disassemble, reverse engineer or modify the Software and use of the Software in
any way which creates a derivative or modified copy of the Software is an unauthorized use and
is specifically prohibited.


LIMITED WARRANTY.
(a) AtomBeam represents and warrants that the Software will perform substantially in accordance
with the written materials accompanying the Software under normal use for a period of one (1)
year starting from the date when Licensee purchases the Software. If the Software fails to comply
with the warranty in this subsection (a) within the warranty period set forth herein, then AtomBeam
will repair or replace, at its discretion, the defective Software. The warranty contained in this
subsection (a) shall not apply to any Software which AtomBeam determines has been subject to
modification other than by AtomBeam or without proper written authorization of AtomBeam or
was used other than in accordance with the system configuration requirements in the customer
documentation, or in the event the defect is caused by intentional or willful conduct or gross
negligence of Licensee. The remedies set forth above are Licensee’s exclusive remedies for
AtomBeam’s breach of the warranty contained in this subsection (a).

 

(b) AtomBeam warrants that the Software as delivered to Licensee does not infringe any existing
patent, copyright, trademark or trade secret. In the event that Licensee is subject to a suit based
upon a claim that any of the Software, when used in accordance with this Agreement, infringes
any third party intellectual property (“Claim“), AtomBeam will indemnify Licensee and hold
Licensee harmless against any such Claim provided that Licensee (i) notifies AtomBeam in writing
of such Claim or any threats and proceedings related thereto with sufficient time to permit
AtomBeam to respond to such Claim or threat, (ii) at AtomBeam’s election, gives AtomBeam or
its designee sole control to defend, compromise or settle such Claims (including choice of
counsel), (iii) does not make any admission of liability nor settle or otherwise compromise any
such claim without AtomBeam’s prior written consent, and (iv) provides all available information,
assistance, authority and participation to the extent commercially reasonable to enable AtomBeam
to defend such claim; and, provided further, that the indemnification obligation contained in this
subsection (b) shall not apply if the infringement arose from (i) the combination of the Software
with other software not provided by AtomBeam, or (ii) the modification by Licensee of the
Software. In addition, AtomBeam, if it believes the Software may infringe the rights of third
parties, at its option and expense, may: (a) obtain for Licensee the rights so that continued use of
the Software will not be infringing; or (b) replace or modify the Software so that it becomes non-
infringing, in which event Licensee shall cease use of the infringing Software. If AtomBeam fails,
despite using commercially reasonable efforts, to provide either of the above referenced remedies
within 60 days then AtomBeam may, as its sole option, terminate the license of the Software and
refund any money paid hereunder by Licensee to AtomBeam for the Software (a percent of the
Software price, as determined in AtomBeam’s reasonable judgment), so long as the Licensee
returns or destroys the Software and undertakes in writing that it is not in possession of any copy
of the Software. The remedies set forth above are Licensee’s exclusive remedies for AtomBeam’s
breach of the warranty contained in this subsection (b).


LIMITATION OF REMEDIES. Licensee accepts any and all risk of any damage or loss caused
by the use of the Software and Licensee hereby waives all rights, remedies and causes of action
that may arise therefrom. IN NO EVENT WILL ATOMBEAM AND/OR THE ORIGINAL
LICENSOR BE LIABLE FOR ANY SUCH DAMAGES OR LOSSES WHATSOEVER
INCLUDING ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OF THE PRODUCT
OR OTHER SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF LICENSEE’S USE OF OR INABILITY TO USE THE PRODUCT EVEN IF
ATOMBEAM AND/OR THE ORIGINAL LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN NO EVENT WILL ATOMBEAM’S
AND/OR THE ORIGINAL LICENSOR’S TOTAL LIABILITY UNDER THIS LICENSE
EXCEED THE AMOUNT PAID FOR THE PRODUCT. No action or claim arising out of or
relating to this License may be brought by Licensee more than one (1) year after the cause of action
is first discovered.

 

TERM. The term of this License is annual or as stated in a separate agreement between Licensee
and AtomBeam, and it will continue in full force and effect as long as the License is renewed and
paid for unless terminated by Licensee or AtomBeam as herein provided. Licensee may terminate
this License at any time by destroying the Software. AtomBeam may terminate this License at any

time upon Licensee’s material breach of this License. Upon termination by AtomBeam, Licensee
agrees to promptly destroy the Software including all copies thereof.

 

ENTIRE TERMS. This License is made under the laws of The United States of America
excluding the conflict of laws provisions. This License is the entire agreement between Licensee
and AtomBeam relating to the Software and supersedes all prior oral or written communications,
proposals and representations with respect to the subject matter and prevails over any conflicting
or additional terms of any quote, order, or similar communications between Licensee and
AtomBeam. If any provision of this License is held invalid, all other provisions will remain valid
and this License will be enforced to the full extent possible under applicable law. No modification
of this License is binding unless in writing and signed by a duly authorized representative of both
Licensee and AtomBeam.


Last updated: January 31, 2023

 

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