PLEASE READ THIS END USER LICENCE AGREEMENT (EULA or Agreement) CAREFULLY BEFORE USING THE SOFTWARE because this is a binding agreement between Protera Technologies, Inc. (Protera), as the licensor of the Protera Software and related materials, including printed or online documentation, Application, associated upgrades, patches, updates and related services provided by Protera, and any data files created by the operation of the software, which shall be collectively referred to as the Software, and the individual or entity licensing the Software under this EULA (User).

This EULA sets out the basis on which Protera makes the Software available to the User and on which the User may use it. The terms of this EULA are in addition to and not in limitation of Protera’s Terms and Conditions of Service (https://www.protera.com/about/legal/terms-and-conditions-of-service/) and Protera’s Privacy Policy (https://www.protera.com/legal/privacy).

1.  GRANT OF LICENSE

Protera grants to the User a non-exclusive, non-transferable, non-sublicensed, non-commercial and personal license to download, install and use the Software (in whole or in part) solely in accordance with the Terms of this Agreement, and for the purpose of evaluating whether to enter into a contractual relationship with Protera for the provision of services by Protera, and/or for the implementation of any Protera services under such a contractual relationship.

The User must in no event use, nor allow others to use, the Software or this License for commercial purposes without obtaining a license to do so from Protera. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the Software on certain hardware.

Restrictions.

1.1. The User agrees not to copy, modify, publish, adapt, redistribute, reverse engineer, decompile, disassemble, attempt to derive or discover source code, or otherwise reduce to a human-perceivable form, or create derivative works of, the Software in whole or in part, or to use the Software in whole or in part for any purpose other than evaluating whether to enter into a contractual relationship with Protera for the provision of services by Protera, and for implementation of any such contractual relationship.

1.2. The User may not modify or tamper with any digital rights management functionality of the Software, or bypass, modify, defeat or circumvent any of the functions or protections of the Software or any mechanisms operatively linked to the Software.

1.3. The User may not share, distribute, loan, rent, lease, sublicense, assign, transfer, or sell the Software.

2. GDPR & DATA SECURITY

Registration data and certain other information about the User and the User’s activities are subject to Protera’s Privacy Policy, which may be reviewed in full at https://www.protera.com/legal/privacy . The User understands that through the use of the Software, the User consents to the collection, storage and use of this data and information as provided in the Privacy Policy.

3. CONSENT TO USE OF NON-PERSONAL INFORMATION

Without limiting the generality of the foregoing, the Software may obtain information from, or access data stored on, a Supported Device to provide and improve the Software and related products. The Software may provide Protera with information related to the User’s use of the Software, information regarding the User’s computer system, and information regarding the User’s interaction with the Software, which Protera may use to provide and improve the Software and related products. The Software’s access to information through the User’s device does not cause that information to be personal data or customer data under the Protera’s Privacy Policy.

4. OWNERSHIP OF PROPRIETARY RIGHTS

The User acknowledges and agrees that the Software is owned by Protera and, where applicable, Third Party Licensors, under the terms stated in the Terms and Conditions of Service section 2. General Protera Intellectual Property Ownership Rights. This EULA does not grant the User any intellectual property rights in the Software, and the User is not authorized to use the Software except as specified herein. Furthermore, Protera expressly reserves and retains all rights, title and interest, including all intellectual property rights in the Software.

5. TERM & TERMINATION

This EULA is effective from the date the User downloads or uses the Software, or until the User either determines not to pursue a contractual agreement with Protera for the provision of Services or any agreement with Protera for the provision of Services terminates in accordance with its terms. The User and Protera (or its licensors) may terminate this EULA, at any time, for any reason. Termination by Protera will be effective upon notice to the User or at the time of Protera’s decision to discontinue offering and/or supporting the Software. This EULA will terminate automatically if the User fails to comply with any of the terms and conditions of this EULA. Upon termination for any reason, the User must immediately uninstall the Software and destroy all copies of the Software in its possession or control.

6. CHANGES TO THE AGREEMENT OR TO THE SOFTWARE

Protera reserves the right, in its sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of this End User License Agreement for security, legal, best practice or regulatory reasons. Such changes will be effective with or, as applicable, without prior notice to the User.

Protera may modify the Software for any reason or without any specific reason, at any time and at its entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Software.

If any future changes to this EULA or the Software are unacceptable to the User or cause the User to no longer be in agreement or compliance with this EULA, the User may terminate this EULA in accordance with the Term & Termination Section and must immediately stop using and uninstall the Software.

7. ACCEPTANCE OF TERMS

BY INDICATING ACCEPTANCE OF THIS END USER LICENSE AGREEMENT, THE USER AGREES TO FOLLOW AND TO BE BOUND BY THE TERMS AND CONDITIONS GOVERNING THIS AGREEMENT. FURTHERMORE, THE INDIVIDUAL THAT IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY AFFIRMS THAT HE/SHE HAS THE AUTHORITY TO BIND LEGALLY SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS EULA. ON THE CONTRARY, IF THE INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT – EVEN THOUGH HE/SHE HAS THE AUTHORITY TO BIND LEGALLY THE ENTITY TO THIS AGREEMENT – THEN THE PERSON MUST DISCONTINUE USING THE SOFTWARE.