EnigmaU Terms & Conditions

End User License Agreement

ATTENTION:  PLEASE READ THIS DOCUMENT CAREFULLY.  THIS DOCUMENT IS A LEGAL AGREEMENT BETWEEN ENIGMA NETWORKZ LLC (“the Licensor”) AND USER (“the User”) FOR THE SOFTWARE THAT ACCOMPANIES THIS END USER LICENSE AGREEMENT (“EULA”).  THE USER IS BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE PROVIDED (“the Software”).

1.             License.

The User is granted a limited, non-exclusive annual license ("License") to access the Software through Licensor’s website or web application (“App”) for use only in the User’s business, as described in this agreement and Appendix A. This is an annual license that renews automatically unless cancelled in writing per the terms of this agreement. As of the annual renewal date, fees are subject to change at the sole discretion of the licensor.

Term: Monthly, Renews Automatically

Billing: Monthly with automatic payments

2.         Restrictions.

The User may NOT download or sublicense, assign, or distribute copies of the Software to others or share the Software on any information network.  The Software contains trade secrets.  The User may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to human readable form.  THE USER MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR A PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE SOFTWARE, OR CREATE DERIVATIVE WORKS, ENHANCEMENTS, EXTENSIONS, OR ADD-ONS BASED UPON THE SOFTWARE OR ANY PART THEREOF.

3.             Protection and Security.

The User agrees to use its best efforts and to take all reasonable steps to safeguard the Software to ensure that no unauthorized person shall have access thereto and that no unauthorized copy, publication, disclosure or distribution in whole or in part, in any form, shall be made.  The User acknowledges that the Software contains valuable confidential information and trade secrets and that the unauthorized use and/or copying are harmful to Licensor.

4.             Intellectual Property Rights.

All title to, and intellectual property rights in, the Software and any related documents are and shall remain owned and/or control solely and exclusively by Licensor.  Licensor reserves all rights in the where not specifically granted under this EULA.

5.             Damages Arising out of User Actions.

The user shall defend and hold harmless the Licensor from and against any and all liabilities, damages, costs, expenses, or losses arising out of the User’s use of the Software, the User’s negligent or wrongful acts, the User’s violation of any applicable laws or regulations, and/or the User’s breach of any provision of this EULA.

6.             Additional Software/Services.

This EULA applies updates, supplements, add-on comments, or Internet-based services or components of the Software that Licensor may provide to the User or make available to the User after the date the User obtained his/her initial copy of the Software, unless Licensor provides other terms along with the update, supplement, add-on component, or Internet-based services component.  Licensor reserves the right to discontinue any Internet-based services provided to the User or made available to the User through the use of the Software.

7.             Termination.

This License is effective until terminated. This License will terminate immediately without notice from Licensor if the User fails to comply with any of its provisions.  Upon termination, the User must destroy the Software and all copies thereof, and the User may terminate this License at any time by doing so.

8.             Export Law Assurances.

The User agrees that the Software is subject to U.S. export jurisdiction. The User agrees to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.

9.             Limited Warranty.

9.1.        Licensor warrants that, for thirty (30) days from the date of initial used by the original User, the Software shall operate substantially in accordance with the published functional specifications current at the time of shipment.  If, during the warranty period, a defect appears, User shall return the Software to Licensor and Licensor's only obligation shall be, at Licensor's election, to replace the defective Software or refund the purchase price. The User agrees that the foregoing constitutes the Users sole and exclusive remedy for breach by Licensor under any warranties made under this Agreement.  This warranty does not cover any software that has been altered or changed in any way by anyone other than Licensor.  Licensor is not responsible for problems associated with or caused by incompatible operating systems or equipment, or for problems in the interaction of the where with software not furnished by Licensor.

9.2.        No oral or written information or advice given by Licensor or its dealers, distributors, employees, or agents shall in any way extend, modify, or add to the foregoing warranty.

9.3.        THE WARRANTY AND REMEDY PROVIDED ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.  THE USER ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SOFTWARE.  IN NO EVENT WILL LICENSOR, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO THE USER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.4.        LICENSOR'S LIABILITY TO THE USER (IF ANY) FOR ACTUAL DIRECT DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO, AND NO EVENT SHALL EXCEED, THE AMOUNT ORIGINALLY PATENT LICENSOR FOR THE LICENSE OF THE SOFTWARE.

10.            Enhancements.

From time to time, Licensor may, in its sole discretion, advise the User of updates, upgrades, enhancements, or improvements to the Software and/or new releases of the Software (collectively, "Enhancements"), and may license the User to use such Enhancements upon payment of prices as may be established by Licensor from time to time. All such Enhancements to the Software provided to the User shall also be governed by the terms of this License.  IN ORDER FOR THE USER TO BE ASSURED THAT IT WILL BE ADVISED OF AND LICENSED TO USE ANY ENHANCEMENTS TO THE SOFTWARE, THE USER MUST COMPLETE, SIGN, AND RETURN TO LICENSOR THE ATTACHED USER REGISTRATION CARD.

11.          General.

11.1.     This License shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and shall inure to the benefit of Licensor and User and their successors, assigns, and legal representatives.  If any provision of this Licenses held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and remaining provisions of this License will remain in full force and effect.  Any notices or other communications to be sent to Licensor must be mailed first class, postage prepaid, to the following address: Enigma Networkz, LLC, 600 Eagleville Blvd. Suite 300, Exton, PA  19341.

11.2.     THE USER HEREBY WAIVES ALL RIGHTS AND/OR ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF OR RELATED IN ANY WAY TO THIS EULA OR THE SOFTWARE.

11.3.     This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and all prior proposals, agreements, representations, statements and undertakings are hereby expressly canceled and superseded.  This Agreement may not be changed or amended except by written instrument executed by a duly authorized officer of Licensor.

12.          Acknowledgment.

BY DOWNLOADING THIS SOFTWARE, THE USER KNOWLEDGE IS THAT IT HAS READ THIS LICENSE, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.  Should you have any questions concerning this License, contact Licensor at the address set forth above.