FLOWCORE END USER LICENSE AGREEMENT(EULA)
Last updated: June 16 2023
THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”) GOVERN YOUR USE OF THE SOFTWARE, REGARDLESS OF ANY TERMS THAT MAY APPEAR DURING THE INSTALLATION OF THE SOFTWARE. These license terms are an agreement between Paicore(“Paicore”or“PAICORE”means PaiCore LLC., a Wyoming corporation or its affiliates) and you. Please read them. They apply to the software named above, which includes the media on which you received it, if any.
The terms also apply to any Paicore
· Internet-based services, and
· support services
for this software, unless other terms accompany those items. If so, those terms apply.
BY DOWNLOADING, DEPLOYING, OR BY USING THE SOFTWARE, YOU ACCEPT THESE TERMS OF THIS EULA. IF YOU DO NOT ACCEPT THEM OF THIS EULA, YOU MUST NOT DOWNLOAD, DEPLOY, OR USE THE SOFTWARE, AND YOU MUST DELETE THE SOFTWARE.
EVALUATION LICENSE. If you use the Software for evaluation purposes (an “Evaluation License”), your use of the Software is only permitted for a period of sixty (60) days (unless we specify otherwise), and you may not use the Software with production data. Notwithstanding any other provision in this EULA, an Evaluation License of the Software is provided “AS IS” without indemnification, support or warranty of any kind, express or implied.
1. LICENSE GRANT.
1.1 License Model. The software is licensed based on the number of instances.
1.2 Licensing Terminology.
· Instance. You create an “instance” of the software by copy deployment(or executing the software’s setup or install procedure). You also create an instance of the software by duplicating an existing instance. References to the “software” in this agreement include “instances” of the software.
· Run an Instance. You “run an instance” of the software by loading it into memory and executing one or more of its instructions. Once running, an instance is considered to be running (whether or not its instructions continue to execute) until it is removed from memory.
· Operating System Environment (“OSE”). An “operating system environment” or “OSE” is
(i) all or part of an operating system instance, or all or part of a virtual (or otherwise emulated) operating system instance which enables separate machine identity (primary computer name or similar unique identifier) or separate administrative rights; and
(ii) instances of applications, if any, configured to run on the operating system instance or part identified above.
A physical hardware system can have either or both of the following:
· one physical operating system environment;
· one or more virtual operating system environments.
A physical operating system environment is configured to run directly on a physical hardware system. The operating system instance used to run hardware virtualization software or to provide hardware virtualization services is considered part of the physical operating system environment.
A virtual operating system environment is configured to run on a virtual (or otherwise emulated) hardware system.
· Server. A server is a physical hardware system capable of running server software. A hardware partition or blade is considered to be a separate physical hardware system.
· Assigning a License. To assign a license is to designate that license to a server.
2. USE RIGHTS.
2.1 Licensing a Server. Before you deploy and run instances of the software on a hosting server, you must determine the number of software license instances required and assign those licenses to that server as described below.
2.2 Determining the Number of License Instances Required.
(a) Initial Assignment. After you determine the number of software license instances required for a server, you must assign that number of license instances to that server. The server to which a license is assigned is considered the “licensed server” for such license. You may not assign a license to more than one server. A hardware partition or blade is considered a separate server.
(b) Reassignment. You may reassign a license, but not within 90 days of its last assignment. You may reassign a license sooner if you retire the licensed server to which the license is assigned due to permanent hardware failure. If you reassign a license, the server to which you reassign the license becomes the new licensed server for that license.
3. ADDITIONAL LICENSING REQUIREMENTS AND/OR USE RIGHTS.
3.1 No Separation of Server Software. You may not separate the software for use in more than one OSE under a single instance license, unless expressly permitted. This applies even if the OSEs are on the same physical hardware system.
3.2 Fail-over Server. For any OSE in which you run instances of the software, you may run up to the same number of passive fail-over instances in a separate OSE for temporary support. You may run the passive fail-over instances on a server other than the licensed server.
3.3 Copying Permitted. You may copy the Software and Documentation as necessary to deploy and use the number of copies licensed, but otherwise for archival purposes only.
4. ORDER. Your Order is subject to this EULA. No Orders are binding on us until we accept them. Orders for Software are deemed accepted upon Delivery of the Software included in the Order. Purchase orders issued to us do not have to be signed by you to be valid and enforceable. All Orders are non-refundable and non-cancellable except as expressly provided in this EULA.
5. LICENSE FILES. The software requires a license file to activate or access it. You are responsible for use of the license files assigned to you. You may not share the license files with third parties. You may not use license files assigned to third parties.
6. INTERNET-BASED SERVICES. Paicore provides Internet-based services with the software. It may change or cancel them at any time.
8. Authorized Software and Activation. You are authorized to use this software only if you are properly licensed and the software has been properly activated with a genuine license file or by other authorized method. When you connect to the Internet while using the software, the software will automatically contact Paicore or its affiliate to confirm the software is genuine and the license is associated with the licensed device. In either case, transmission of certain information will occur, and Internet charges may apply. During activation (or reactivation that may be triggered by changes to your device’s components), the software may determine that the installed instance of the software is counterfeit, improperly licensed or includes unauthorized changes. If activation fails the software will attempt to repair itself by replacing any tampered Paicore software with genuine Paicore software. If you activated the software by Internet, you may be required to periodically reconnect to the Internet while using the software to confirm the license associated with the licensed device; and if you do not reconnect, the software may operate with reduced functionality. You may also receive reminders to obtain a proper license for the software. You may not bypass or circumvent activation. Certain updates, support, and other services might only be offered to users of genuine Paicore software.
9. Updates. The softwareperiodically checks for software updates. You may obtain updates only from Paicore or authorized sources, and by accepting this agreement, you agree to receive these types of automatic updates without any additional notice.
10. SCOPE OF LICENSE. The software is licensed, not sold. This agreement only gives you some rights to use the software. Paicore reserves all other rights. you may use the software only as expressly permitted in this agreement. In doing so, you must comply with any technical limitations in the software that only allow you to use it in certain ways.
You may not
· work around any technical limitations in the software;
· reverse engineer, decompile or disassemble the software;
· make more copies of the software than specified in this agreement or allowed by applicable law, despite this limitation;
· publish, rent, lease, lend, or copy the software (other than the permitted backup copy);
· transfer the software (except as permitted by this agreement);
· BENCHMARK TESTING (except obtain Paicore's prior written approval);
· use the software for commercial software hosting services.
You also may not remove, minimize, block or modify any logos, trademarks, copyright, digital watermarks, or other notices of Paicore or its suppliers that are included in the software, including any content made available to you through the software.
11. Ownership. The Software and Documentation (including all copies and portions), all improvements, enhancements, modifications and derivative works of the Software or Documentation, and all Intellectual Property Rights in the Software and Documentation, are and will remain the sole and exclusive property of Paicore and its licensors. Your rights to deploy and use the Software and Documentation are limited to those expressly granted in this EULA and any applicable Order. No other rights are implied with respect to the Software, Documentation, or any related Intellectual Property Rights. You are not authorized to use (and must not permit any third party to use) the Software or Documentation except as expressly authorized by this EULA or the applicable Order. We reserve all rights not expressly granted to you. We do not transfer any ownership rights in any Software or Documentation.
12. Open Source Software (Third Party Software Components). The Software include open source software and third party software components, each of which is provided subject to its own copyright and license conditions.
13. Fonts. The Software include Google open source fonts, SIL Open Font License (https://github.com/notofonts/noto-fonts/blob/main/LICENSE).
14. Language. This EULA is in English, and the English language version governs any conflict with a translation into any other language.
15. ENTIRE AGREEMENT. This agreement and the terms for supplements, updates, Internet-based services and support services that you use, are the entire agreement for the software and support services.
16. APPLICABLE LAW.
16.1 United States. If you acquired the software in the United States, Wyoming state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles.
16.2 Outside the United States. If you acquired the software in any other country, the laws of that country apply.
17. LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. You may also have rights with respect to the party from whom you acquired the software. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
18. Third-Party Rights. Other than as expressly provided in this EULA, this EULA does not create any rights for any person who is not a party to it, and only persons who are parties to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it.
19. Transfers; Assignment. You must not assign this EULA, any Order, or any right or obligation pursuant to this EULA, or delegate any performance under this EULA. Any other attempted assignment or transfer by you will be void. We may use our Affiliates or other suppliers to provide services to you, provided that we remain responsible to you for the performance of the services.
20. Severability. If any part of this EULA is held to be invalid or unenforceable, all remaining provisions will remain in force to the extent feasible to effectuate the intent of the parties.
21.1. EULA Term. The term of this EULA begins on Delivery of the Software and continues until this EULA is terminated in accordance with this Section 21.
21.2. Termination for Cause. We may terminate this EULA effective immediately upon written notice to you if: (a) any payment due under this EULA is not received within ten (10) days after receiving our written notice that payment is past due; (b) you materially breach any other provision of this EULA and fail to cure within thirty (30) days after receipt of our written notice of the breach; (c) you materially breach any provision of this EULA in a manner that cannot be cured; or (d) you terminate or suspend your business.
21.3. Termination for Insolvency. We may terminate this EULA effective immediately upon written notice to you if you become insolvent, admit in writing your inability to pay your debts as they mature, make an assignment for the benefit of creditors, become subject to control of a trustee, receiver or similar authority, or become subject to any bankruptcy or insolvency proceeding.
21.4. Effect of Termination. Upon termination of this EULA: (a) all Licenses to the Software granted to you under this EULA will immediately end; (b) you must stop all use of the Software and return to us or certify destruction of the Software and License files (including copies), and (c) you must return or, if we request, destroy, any of our or our suppliers’ Confidential Information in your possession or under your control (other than information that must be retained pursuant to law). Any provision that, by its nature and context is intended to survive termination or expiration of the EULA, will survive. Except as otherwise expressly provided in this EULA or as required by applicable law or regulation, termination of this EULA will not entitle you to any refunds, credits, or exchanges.
22. DISCLAIMER OF WARRANTY. The software is licensed “as-is.” You bear the risk of using it. Paicore gives no express warranties, guarantees or conditions. You may have additional consumer rights under your local laws which this agreement cannot change. To the extent permitted under your local laws, Paicore excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF CONTENT OR DATA FOR ANY REASON (INCLUDING POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS), LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. THIS LIMITATION WILL APPLY REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE FOREGOING LIMITATION MAY NOT APPLY.
Further Limitations. Our suppliers have no liability of any kind under this EULA. You may not bring a claim directly against any of them under this EULA.
23. LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from Paicore and its suppliers only direct damages up to U.S. $1.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages.
This limitation applies to
· anything related to the software, services, content (including code) on third party Internet sites, or third party programs, and
· claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
It also applies even if Paicore knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.