STACK ADVISORS MSP TOOLSHED END USER LICENSE AGREEMENT

Effective starting January 15th, 2019

IMPORTANT! READ CAREFULLY: This Stack Advisors, LLC END USER LICENSE AGREEMENT (hereinafter referred to as EULA) is a legal agreement between you, either an individual or a single entity, (hereinafter referred to as YOU or LICENSEE) and Stack Advisors, LLC (hereinafter referred to as STACK ADVISORS) for the specific STACK ADVISORS PRODUCT (hereinafter referred to as SOFTWARE PRODUCT) you have acquired or are using or accessing, which includes computer software and associated media and documentation. By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.

If you do not agree with the present EULA, you are not authorized to install, to copy or to otherwise use the SOFTWARE PRODUCT. Obtaining the ownership of the material support of the SOFTWARE PRODUCT only, shall not grant you any right to install, to copy, to use, or to otherwise exploit the SOFTWARE PRODUCT.

The license granted by this EULA commences on the date that you install, copy or otherwise first use the SOFTWARE PRODUCT. The license shall be perpetual, except if otherwise expressly provided within the license type you acquire.

The SOFTWARE PRODUCT is licensed, not sold. The acceptance of any purchase order placed by you is expressly made conditioned on your assent to the terms set forth herein, and not those set by you within the purchase order. All rights of any kind, which are not expressly granted by the present EULA, are entirely and exclusively reserved to and by STACK ADVISORS.

1) Grant of License

1.1) Standard License

Except as set forth below, this license grants you the non-exclusive and non-transferable right to install and use the copy of the SOFTWARE PRODUCT on your computer only, solely for your personal, non-commercial use.  Any distribution, publication, or other attempt to share (including without limitation providing any content of the SOFTWARE PRODUCT through the Atlassian Marketplace or similar mechanism) or otherwise disclose SOFTWARE PRODUCT, or any work based on or including portions of the SOFTWARE PRODUCT, is expressly prohibited.

One License for the SOFTWARE PRODUCT may be shared or used concurrently on different computers only with the permission of STACK ADVISORS. If the SOFTWARE PRODUCT is installed on a network server or other system that physically allows shared access to the SOFTWARE PRODUCT, you agree to utilize technical or procedural methods to prevent use of the SOFTWARE PRODUCT by individuals not authorized to use the SOFTWARE PRODUCT pursuant to this EULA.

Any installation, partial or total, temporary or definitive, of any copy or any use of the SOFTWARE PRODUCT or of any parts of the SOFTWARE PRODUCT on computers that serve, may serve or are used without the appropriate license shall represent copyright infringement and shall be prosecuted.

STACK ADVISORS has the right to discontinue creating, releasing and providing content updates to the SOFTWARE PRODUCT. If STACK ADVISORS, in its sole discretion, chooses to cease releasing updates to the SOFTWARE PRODUCT, you are entitled to demand the source code of this acquired SOFTWARE PRODUCT.

You may, upon prior written notice to STACK ADVISORS, assign or otherwise transfer this EULA to the surviving entity as a result of a merger, acquisition or reorganization or a sale of substantially all of your assets or stock.

2) General rights and limitations

2.1) Storage

You may also store a copy of the SOFTWARE PRODUCT on one storage device or server, for back-up, cold stand-by or testing purposes as long as this storage device or server simultaneously fulfills all of the following conditions: (i) has a valid server license, (ii) holds the same server ID as the original server, and (iii) is used solely for non-production installations.

2.2) Ownership and Derivative works

STACK ADVISORS retains all right, title and interest, including all intellectual property rights, in and to the SOFTWARE PRODUCT and any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for STACK ADVISORS.  In addition, STACK ADVISORS reserves all rights not expressly granted by this EULA including, without limitation, modification rights, translation rights, rights to source code etc. You are not allowed to create, or to allow creation of any kind of derivative works or products, from the SOFTWARE PRODUCT. You are strictly forbidden to add, change, modify, erase features and / or interfaces related to the SOFTWARE PRODUCT, or to in any other way create or alter such features and / or interfaces. You are also forbidden to allow any other individual or entity to add, change, modify, erase features and / or interfaces related to the SOFTWARE PRODUCT, or to in any other way create or alter such features and / or interfaces. You must obtain STACK ADVISORS’s express, prior written approval to create derivative works of any kind from the SOFTWARE PRODUCT, of which approval may be withheld at STACK ADVISORS’s sole discretion.

2.3) Reverse Engineering

You may not modify, translate, reverse engineer, recompile, disassemble or create derivative works based on the SOFTWARE PRODUCT, or any portion thereof.

2.4) Copying

You may not copy the SOFTWARE PRODUCT, or any portion thereof, except as expressly provided by this EULA.

2.5) Transfer

You may not sell, loan, rent, lease or any other way transfer the SOFTWARE PRODUCT, or any portion thereof, except as expressly provided by this EULA.

2.6) Proprietary Notices

You may not remove, add or modify any proprietary notices, labels or marks on the SOFTWARE PRODUCT, or any portion thereof.

2.7) Use of STACK ADVISORS OR MSP TOOLSHED’s name

You may not use STACK ADVISORS or MSP TOOLSHED’s name(s), logo(s), or trademark(s) in any manner including, without limitation, in your advertising or marketing materials.

You may not use any name or trademark confusingly similar to STACK ADVISORS or the SOFTWARE PRODUCT.  In addition, you may not use any name or trademark confusingly similar to any STACK ADVISORS licensed third party. You may not interfere with or diminish STACK ADVISORS’s right, title and/or interest in the STACK ADVISORS or licensed third party’s trademark(s), trade name(s) or product name(s).

3) Termination

The license will automatically terminate if you fail to comply with the obligation and limitations herein described. On termination you must destroy all copies of the SOFTWARE PRODUCT and all component parts. There shall be no refund or adjustment for any amounts paid by you to STACK ADVISORS for the SOFTWARE PRODUCT destroyed in accordance with this Section 3. The provisions of this EULA which by their nature extend beyond the termination date of the EULA will survive and remain in effect and enforceable until all obligations are fully satisfied.

4) Limited warranty

This SOFTWARE PRODUCT and the accompanying files are provided as is and without warranties as to performance or merchantability or any other warranties whether expressed or implied. Because of the various hardware and software environments into which the SOFTWARE PRODUCT may be installed, no warranty or fitness for a particular purpose is offered.

Proper data processing procedure dictates that any program or SOFTWARE PRODUCT should be thoroughly tested with non-critical data prior to reliance on the program or SOFTWARE PRODUCT. You hereby agree to assume the entire risk of using the program or SOFTWARE PRODUCT.

STACK ADVISORS will use reasonable commercial efforts to provide solutions for any reported malfunctions. THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY STACK ADVISORS. STACK ADVISORS MAKES NO OTHER WARRANTY, REPRESENTATION, OR CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, THE DURATION OF IMPLIED WARRANTIES OR CONDITIONS, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. NO STACK ADVISORS PARTNER, DISTRIBUTOR, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. If you make any modifications to the SOFTWARE PRODUCT during the warranty period, if the media is subjected to accident, abuse, or improper use, or if you violate the terms of this EULA, then this warranty shall immediately be terminated. This warranty shall not apply if the SOFTWARE PRODUCT is used on or in conjunction with hardware or software other than the unmodified version of hardware and software which the SOFTWARE PRODUCT was designed to be used as described in the Documentation.

5) Limitation of liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL STACK ADVISORS OR ITS PARTNERS OR DISTRIBUTORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF STACK ADVISORS’ MONTHLY LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EVEN IF STACK ADVISORS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.  STACK ADVISORS’ AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO STACK ADVISORS FOR THE SOFTWARE PRODUCT.

6) Copyright. STACK ADVISORS Infringement Indemnification

All intellectual property rights in and to the SOFTWARE PRODUCT and Documentation are the property of STACK ADVISORS. All intellectual property rights related to the SOFTWARE PRODUCT will at all times remain the property of STACK ADVISORS.  United States copyright law, local copyright law and international treaties protect the SOFTWARE PRODUCT as well as the rights related to it.

STACK ADVISORS will hold you harmless, defend and indemnify you, against a third party claim to the extent based on an allegation that the SOFTWARE PRODUCT infringes a third party intellectual property right, provided that STACK ADVISORS: (i) is promptly notified and furnished a copy of such Claim, and all other documents that the claim is based on; and (ii) is given reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement.

STACK ADVISORS will have no obligation to defend and no liability for any damages or costs to the extent that a Claim is based upon: (i) use of the SOFTWARE PRODUCT in combination with any non-STACK ADVISORS product, software or equipment; (ii) use of the SOFTWARE PRODUCT in a manner or for an application other than for which it was designed or intended to be used, regardless of whether STACK ADVISORS was aware of or had been advised of such use; and (iii) modifications to the SOFTWARE PRODUCT by any person or entity other than STACK ADVISORS.

If the SOFTWARE PRODUCT becomes, or in the opinion of STACK ADVISORS may become, the subject of a Claim, STACK ADVISORS may, at its option and in its discretion: (i) procure for you the right to use the SOFTWARE PRODUCT, free of any liability; (ii) replace or modify the SOFTWARE PRODUCT to make it non-infringing; or (iii) terminate your right to continue using the SOFTWARE PRODUCT and refund, in this case, any license fees related to the SOFTWARE PRODUCT paid by you.

7) Miscellaneous

Third Party Software, Hardware, Interfaces. Third party provided links to any software, hardware or other services which are associated with, or otherwise available through the Service shall be accessed and used by You at Your sole discretion. STACK ADVISORS shall have no responsibility or liability with respect to Your access to or use of such items or any such services or for any act or omission of any such third-party provider. You are responsible for obtaining software licenses for any and all additional products related to the use of the SOFTWARE PRODUCT.

This EULA represents the complete agreement concerning the license for the SOFTWARE PRODUCT between the parties and supersedes all prior agreements and representations between them.

STACK ADVISORS may amend or modify this EULA at any time without having to notify you or obtain your prior approval.

STACK ADVISORS may use your name for commercial purposes and/or include your name and/or logos in its clients list, upon prior approval from you.

If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall remain in full force and effect.

This EULA will be governed by the laws of the State of Colorado without regard to its conflict of laws rules.  The parties consent to the jurisdiction and venue of the state and federal courts located in the State of Colorado.

Neither this EULA, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise.

You shall, at your own expense, promptly obtain and arrange for the maintenance of all mandatory government approvals, if any, and comply with all applicable local laws and regulations as may be necessary for your performance.

Third Party Software.  The SOFTWARE PRODUCT may include Third-Party Software (including without limitation open-source software) subject to different license agreement terms, disclaims of warranties, or other terms and conditions (collectively “Additional Terms”) than those set forth herein.  Where applicable, you must agree to the applicable Additional Terms for any such Third-Party Software, as required by the licensors of those components.  For convenience, such licenses are below, however, this list is provided on a best effort basis only, as licenses may update their terms from time to time.  Agreeing to the applicable terms creates a binding agreement between You (as Licensee), and the third-party Licensor.  STACK ADVISORS MAKES NO WARRANTIES OR REPRESENTATIONS AS TO SUCH THIRD-PARTY SOFTWARE (INCLUDING INFRINGEMENT) AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR USE THEREOF (INCLUDING INFRINGEMENT INDEMNIFICATION).

Third Party Software: None