This EULA is a legal agreement between the end user (referred to herein as "You," "Your," or "Licensee") and Greenrooms, Inc., a Delaware corporation (referred to herein as "Greenrooms"). This EULA governs Your use of Greenrooms’ software program “Wirow (the "Software").
BY INSTALLING, DOWNLOADING, REGISTERING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS EULA AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT SO AGREE, YOU MAY NOT INSTALL, DOWNLOAD, OR OTHERWISE ACCESS THE SOFTWARE. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY, AND ITS USERS, TO THIS EULA, IN WHICH CASE THE TERM "YOU, "YOUR," AND "LICENSEE" SHALL REFER TO SUCH COMPANY OR ENTITY AND ITS USERS.
1. Updates to this EULA.
1.1. Greenrooms reserves the right, from time to time, to update, revise, modify and supplement the terms of this EULA, including, without limitation, the imposition of new or additional rules, policies, or terms on Licensee's use of the Software. Greenrooms will post the updated EULA on its website at https://wirow.io.com/eula, at which time such updated EULA will become immediately effective for all licenses of the Software.
2. Grant of License; Conditions; Restrictions.
2.1. Subject to the terms and conditions of this EULA, Greenrooms grants to Licensee, and Licensee hereby accepts, a limited, non-sublicensable, non-exclusive, and non- transferable license for the Software, for the term of One (1) year from the date when Licensee had lawfully acquired the copy of the Software, for Licensee's users that are staff members of the Licensee to: (a) install and use the Software in accordance with the documentation for Licensee's own direct internal business purposes, and subject to all restrictions herein; and (b) make the number of exact copies of the Software and the related documentation as required for archival and back-up purposes, provided that each back-up copy of the Software retains all copyright and other proprietary notices included in the original copy provided by Greenrooms to the Licensee. Greenrooms hereby reserves all rights in and to the Software that are not specifically granted by this EULA.
2.2. Except as expressly provided in Section 2.1 above, Licensee shall not, either directly or indirectly, cause, instruct, direct, or permit any other person or entity to: (a) reverse engineer, translate, disassemble, decompile, reverse engineer, sell, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Software or the documentation, or any part thereof, or otherwise attempt to discover the source code; (b) copy, in whole or in part, the Software or the documentation; (c) delete any copyright, trademark, patent or other notices of proprietary rights of Greenrooms or other parties as they appear anywhere in or on the Software or the documentation, or any portion thereof; or (d) tamper with, or attempt to tamper with, or circumvent or disable, or attempt to circumvent or disable, any license key or other limiting function delivered
with the Software, or otherwise attempt to gain access to functionality or capacity that is
not validly licensed by Licensee.
2.3. Open Source Components. The Software may include open source software (the "Open-
Source Components"). Any use of the Open-Source Components by Licensee shall be governed by and is subject to, the terms and conditions of the applicable licenses and notices for such Open-Source Components. The Open-Source Components and the terms and conditions of the applicable licenses and notices for such Open-Source are SPECIFICALLY EXCLUDED FROM ANY WARRANTY OR OTHER GREENROOMS OBLIGATIONS IN THIS EULA.
3. Disclaimers, and Limitation of Liability.
3.1. DISCLAIMER OF WARRANTIES. TO THE EXTENT NOT PROHIBITED BY LAW, GREENROOMS HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS OF ANY KIND, ARISING BY LAW OR OTHERWISE, WITH REGARD TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND QUALITY OF SERVICE. GREENROOMS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE CONTENT, EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT IS COMPLETELY SECURE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GREENROOMS DOES NOT REPRESENT OR W ARRANT THA T (A) THE OPERATION OR USE OF THE SOFTWARE WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL YOU OBTAIN THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT GREENROOMS DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GREENROOMS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY GREENROOMS, THE SOFTWARE IS PROVIDED TO YOU ON AN “AS IS” BASIS.
3.2. LIMITATION OF LIABILITY. IN NO EVENT SHALL GREENROOMS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, FILES, OR PROGRAMS OR COSTS OF RECOVERING SUCH INFORMATION, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THIS EULA EVEN IF GREENROOMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE ACKNOWLEDGES THE PROVISIONS OF THIS SECTION 3.2. ALLOCATES THE RISKS UNDER THIS EULA BETWEEN THE PARTIES, AND LICENSEE HAS RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS EULA.
4. Intellectual Property Ownership; Confidentiality.
4.1. Licensee acknowledges and agrees that it obtains no ownership rights in the Software or the documentation, and that Greenrooms has and retains all right, title, interest and ownership, including any and all intellectual property rights, in and to the Software and any documentation, and in any copies, improvements, enhancements, or updates of the Software or the documentation, whether made by Licensee or Greenrooms. The Software is protected by United States laws, laws of other nations, and international treaty provisions. All rights not expressly granted in this EULA are reserved. Licensee acknowledges and agrees that the Software and the documentation, and all license keys to the Software, constitute and embody valuable confidential information and trade secret information of Greenrooms, and Licensee shall secure and protect such confidential information and trade secret information consistent with Greenrooms' rights therein, and shall not disclose such confidential information and trade secret information to any third party. Licensee may not disclose results of any Software benchmark tests without Greenroom’s prior written consent.
5. Consent to use location-based services and data.
5.1. The Program may contain or use location-based services. If You enable, use or access such location-based services in connection with the Program, You hereby consent to the collection, transmission and use of Your location data by the Program. Information about the Program’s collection and use of location data will be specified in the Program’s About section; such use may include verifying or otherwise recording your location for the purposes specified in the Data Collection and Privacy section below.
6. Data Collection and Privacy
6.1. The Software may collect anonymous (depersonalized) information about or from Your use of the Software, including information You provide directly or through automated means, such as Software usage, time stamp, device and operating system identification, device locale.
6.2. To the extent that Greenrooms receives information in relation with its provision of the Software, Greenrooms may use this information for the license restrictions control, security, auditing, marketing, and product improvement.
7.1. Licensee acknowledges and agrees that Licensee shall be responsible for (a) installing the Software, (b) ensuring that usage by each of its users is in accordance with the terms and conditions of this EULA, and (c) ensuring that Licensee, and its users, agree to comply fully with all applicable laws, rules, and regulations, including, without limitation, to ensure that neither the Software nor any components thereof are exported, directly or indirectly, in violation of export laws or are intended to be used or are used for any purposes prohibited by law. Licensee is and remains liable to Greenrooms for any breach of this EULA by Licensee or its users.
8.1. Greenrooms may from time to time provide enhancements or improvements to the features/functionality of the Software, which may include patches, bug fixes, updates, upgrades and other modifications (collectively referred to herein as "Updates").
8.2. Updates may modify or delete certain features and/or functionalities of the Software. Licensee agrees that the Greenrooms has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Software to Licensee.
8.3. Licensee further agrees that all Updates or any other modifications will be (i) deemed to constitute an integral part of the Software, and (ii) subject to the terms and conditions of this EULA.
9. Term; Termination.
9.1. The term for this EULA and the licenses granted hereunder shall be One (1) year from the date when Licensee had lawfully acquired the copy of the Software.
9.2. Notwithstanding the foregoing, Licensee’s right to use the Software shall terminate immediately if Licensee fails to comply with any of the terms set forth in this EULA, in which case Licensee shall destroy the original and all copies of the Software in its possession or control.
9.3. Upon any termination or expiration of this EULA, all rights granted by Greenrooms to Licensee shall terminate.
9.4. The provisions of this EULA that by their nature continue shall survive any expiration or termination of this EULA.
10. Licensee Indemnification.
10.1. Licensee shall indemnify and defend Greenrooms and its officers, directors, shareholders, employees, agents, affiliates, subsidiaries, successors, and assigns against any third party claim or threat of claim arising from or related to Licensee's, or any of its users, breach of this EULA.
11.1. Assigning. Licensee may not sell, transfer, assign, or delegate any rights or obligations under this EULA.
11.2. Governing Law. This EULA shall be governed by the laws of the State of Delaware, USA, without giving effect to any choice of law or conflict provision or rule, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any judicial proceeding brought with respect to this EULA may only be brought in the state and federal courts located in the State of Delaware, and the Licensee hereby submits to the exclusive jurisdiction and venue of such courts, and any related appellate courts.
11.3. Waiver. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this EULA shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
11.4. Remedies. Licensee agrees that, in addition to any other remedies available hereunder, by law, or otherwise, Greenrooms will be entitled to seek injunctive relief, as well as any other available equitable remedies, against any such continued breach by Licensee of such obligations.
11.5. Severability. If any provision of this EULA is held invalid, illegal, or otherwise unenforceable, such provision shall be modified rather than voided in order to achieve the intent of the parties to the extent necessary to make the provision enforceable, and the enforceability of the remaining provisions of this EULA will not be impaired thereby.
11.6. Entire Agreement. This EULA constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels any prior and contemporaneous oral or written proposals, promises, or agreements. No terms or conditions, including any pre-printed or boilerplate terms and conditions, stated in any Licensee’s request, or in any other Licensee documentation, shall be incorporated into or form any part of this EULA, and all such terms or conditions shall be null and void and
of no force and effect. Except as expressly provided in this EULA, no person or entity who is not a party will have any right or obligation pursuant to this EULA.
12. Contact Information:
2093 PHILADELPHIA PIKE #9388 CLAYMONT, DE 19703 firstname.lastname@example.org
Last updated 10/04/2021