This End User License Agreement (“EULA”) between You (defined below) and Splashtop Inc. describes the terms and conditions of your use of Splashtop’s Software (defined below). BY CLICKING THE “ACCEPT” BUTTON BELOW, YOU AFFIRM THAT YOU HAVE READ AND AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. Splashtop reserves the right, exercised at its sole discretion, to modify, add or delete portions of the EULA from time to time without notice to You, and You further agree to be bound by such modified EULA. The most current version of the EULA can be viewed at http://www.mirroring360.com/eula. The license granted hereunder is conditioned upon Your accepting all of the terms of the EULA. If you do not agree to all of the terms of the EULA, do not access, download, install or otherwise use the Software.
“Documentation” means any electronic or printed materials that accompany the Software that provide instructions for the installation, operation and use of the Software.
“Splashtop” means Splashtop Inc. and its successors and assigns.
“Software” means the Mirroring360 application, in object code format only, that is licensed to You subject to the terms and conditions of this EULA.
“You” means an individual or an employee or agent of a legal entity that is authorized to represent such entity.
“Qualified Devices” means the hardware products, satisfying the system requirements of the Software as set forth at http://www.mirroring360.com/system-requirements, in which the Software can be operated.
“Third Party Software” means certain software that Splashtop licenses from third parties and provides to You incorporated into the Software.
2. INTELLECTUAL PROPERTY PROTECTION
The Software and Documentation are owned by Splashtop and are protected by United States and international copyright and other intellectual property laws and international trade provisions. You acknowledge that the Software and Documentation may contain unpublished information and embody valuable trade secrets proprietary to Splashtop. Splashtop reserves all rights in the Software and Documentation not expressly granted in this EULA. The license granted hereunder and your right to use the Software and Documentation terminate automatically if You violate any part of this EULA. In the event of termination, You must immediately destroy the Software and Documentation, and all copies thereof.
3. CONFIDENTIAL INFORMATION
“Confidential Information” means any non-public business or technical information of Splashtop including, without limitation, any information relating to Splashtop’s trade secrets or know-how that is designated as “confidential,” either orally or in writing, or that You know or should know is considered confidential or proprietary by Splashtop. You agree to maintain the Confidential Information in strict confidence. You shall ensure that no unauthorized persons shall have access to the Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) becomes part of the public domain through no breach of this Agreement by You; (ii) is independently developed by You without reference to any Confidential Information; or (iii) is rightfully disclosed to You by a third party without restriction on disclosure.
4. LICENSE GRANT
Subject to Your acceptance of and compliance with the terms of this EULA, Splashtop hereby grants You a non-transferable, non-sublicensable, non-exclusive license to use the Software and Documentation on the Qualified Devices only for presentations, classroom demonstrations, and/or entertainment purposes.
5. LICENSE RESTRICTIONS
Title to the Software (including any online user documentation and software contained therein and all translations thereof) shall remain with Splashtop. Except as otherwise provided herein, or unless approved in advance by Splashtop in writing, You shall not (a) in whole or in part, copy, reproduce, transfer, create derivative works from, translate, reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, alter or modify the Software, or remove any portion thereof, nor shall You cause or permit any other person to do the foregoing; (b) remove, alter, cover or obfuscate any copyright notices or other proprietary rights notices placed or embedded by Splashtop on or in any Software or Documentation; (c) sell, resell for a profit, rent, lease or lend the Software or Documentation or use it for commercial time sharing, rental or service bureau use; or (d) use the Software or Documentation, or any component thereof, to enable copyright protection-circumvention devices or to violate or circumvent in any manner any content copyright, content protection scheme, or content copy policies.
6. THIRD PARTY SOFTWARE
Certain Third Party Software provided in or with the Software is subject to various other terms and conditions imposed by the licensors of such Third Party Software. Your use of the Third Party Software is subject to and governed by the respective Third Party Software licenses, which relevant licenses for such Third Party Software You may view through the hypertext links in the Third Party Software list located at the following URL: http://www.mirroring360.com/credits except that Section 5 (“License Restrictions”), Section 11 (“Disclaimer of Warranties”) and Section 12 (“Limitation of Liability”) of this Agreement also govern Your use of the Third Party Software. You agree to comply with the terms and conditions contained in all such Third Party Software licenses.
You acknowledge and agree that the term Splashtop and other related logos and designs provided hereunder (collectively, the “Splashtop Trademarks”) are the exclusive trademarks of Splashtop, registered in the United States and elsewhere, and that You shall not use the Splashtop Trademarks without first obtaining a trademark license from Splashtop. All other trademarks and service marks referenced herein are the exclusive property of their respective owners. All rights reserved.
8. INFORMATION COLLECTED
9. BUG FIXES; UPGRADES
Splashtop may, from time to time, in its sole discretion, and without any obligation to do so, make bug fixes and/or upgrades to the Software available via the Internet or other sources. Any upgrades to the Software or any new, standalone versions of the Software are usually charged by Splashtop separately. Once accepted and downloaded by You, all such bug fixes and upgrades shall be deemed to be included within the definition of Software and shall be subject to the terms and conditions of this EULA. This EULA does not entitle you to any support, maintenance, assistance or the like, with respect to the Software or the Qualified Devices.
Splashtop may immediately terminate this Agreement upon your material breach of this Agreement. Upon termination or expiration of this Agreement: (a) all license rights granted hereunder will automatically terminate without further notice to you; and (b) You shall immediately discontinue use of the Software and Documentation. Sections 1, 2, 3, 6, 7, 8, 10, 11, 12, 13, 14, 15 and 16 shall survive the expiration or termination of this EULA in full force and effect.
11. DISCLAIMER OF WARRANTIES
THE SOFTWARE, AND ANY UPDATES OR UPGRADES THERETO, AND DOCUMENTATION ARE PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. SPLASHTOP, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY SAMPLE, SPECIFICATION OR PROPOSAL PROVIDED BY SPLASHTOP, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPLASHTOP DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, SATISFACTORY QUALITY OF THE SOFTWARE OR THAT THE SOFTWARE WILL BE FREE OF DEFECTS, RUN ERROR-FREE OR UNINTERRUPTED, MEET YOUR REQUIREMENTS, BE FREE OF VIRUSES OR THAT SPLASHTOP WILL CORRECT ALL ERRORS. SOME LAWS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO, TO THAT EXTENT, THIS LIMITATION MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY
IN NO EVENT SHALL SPLASHTOP, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OR IN CONNECTION WITH THIS EULA, IRRESPECTIVE OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION) OR PRODUCT LIABILITY, EVEN IF SPLASHTOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
IN NO EVENT WILL SPLASHTOP’S CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EULA EXCEEDS FIFTY DOLLARS (US$50).
13. LIFE SUPPORT AND OTHER CRITICAL SYSTEMS
The Software shall not be used in connection with any system where malfunction can reasonably be expected to result in personal injury, death or damage to property, environment or business. Without limiting the foregoing, the Software shall not be used in connection with any life support system. You agree to hold Splashtop and its officers, directors, employees, affiliates and licensors harmless from any claims or losses resulting from any of the foregoing uses of the Software.
14. EXPORT CONTROLS
You acknowledge and agree that the Software subject to this Agreement are subject to the export control laws and regulations of the United States (including, without limitation, the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls.). You shall, at your own expense, comply with all applicable laws, ordinances, regulations, rules and other requirements. You shall not, without prior U.S. government authorization, export, re-export or transfer any Software or technology subject to this Agreement, either directly or indirectly (i) into any country subject to a U.S. trade embargo (currently Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria) or to any resident or national of any such county, or (ii) to any person or entity listed on the “Entity List” or “Denied Persons List” maintained by the U.S. Department of Commerce or the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury. By downloading or using the Software, You are agreeing to the foregoing and You represent and warrant that You are not located in, under the control of, or a national or resident of any such country or on any such list.
15. U.S. GOVERNMENT RESTRICTED RIGHTS
The Software and Documentation are considered to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Software is provided to U.S. Government End Users (a) only as a commercial end item and (b) with only those rights as are granted to all other End Users pursuant to the terms and conditions herein.
This EULA constitutes the entire agreement between You and Splashtop and supersedes any prior or contemporaneous agreements, communications and/or understandings, written or oral, concerning the subject matter hereof. Splashtop is not bound by any provision of any purchase order, receipt, acceptance, confirmation, correspondence, or otherwise, unless Splashtop expressly agrees to the provision in a written, executed document. If any provision of this EULA shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by law and the remaining provisions shall not be affected. This EULA is governed by the laws of the State of California without reference to conflicts of laws provisions. The parties expressly disclaim the applicability of the United Nations Convention on the Sale of Goods. You agree that all claims and disputes arising out of or in connection with this EULA shall be heard exclusively by any federal or state court of competent jurisdiction located in Santa Clara County, California, U.S.A., and You irrevocably consent to the personal and exclusive jurisdiction of, and venue in, such courts, and waive any objection to any proceedings brought in any such court. You may not assign or transfer this EULA or any rights or obligations under this EULA. Any assignment or transfer of this EULA made in contravention of the terms hereof shall be null and void. Subject to the foregoing, this EULA shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns. Splashtop may assign its rights under this EULA to its affiliates and to any successor by way of merger, acquisition, consolidation, reorganization or sale of all or substantially all of its assets that relate to this EULA, without action on your part, in which case references to Splashtop herein shall be deemed to refer to the assignee.
This End User License Agreement was last updated: June 5, 2015