This End User License Agreement (the “Agreement”) is a legal agreement between you (“User”) and Pelogic, Inc. (“Pelogic”) governing your download, installation, access to, and use of Pelogic desktop software and related components made available under this Agreement (collectively, the “Software”).
1. Accepting this Agreement; Applicability & Scope
1.1. Acceptance of this Agreement
In order to lawfully download, install, access, or use the Software, you must accept this Agreement. You accept this Agreement by clicking "I Agree," downloading, installing, activating, or otherwise using the Software. If you do not agree to this Agreement, do not download, install, activate, or use the Software.
Your use of the Software is also subject to Pelogic's Privacy Policy, which is incorporated into this Agreement by reference.
The Software may be made available in both a limited Freeware Mode and a licensed version containing additional professional features ("Professional Features"). Certain Professional Features require the purchase of a software license. Purchases are processed by FastSpring, acting as Merchant of Record, and may be subject to separate purchase terms, refund policies, or subscription terms where applicable.
PelOptimo, PeloWrightMD, and ViewSync Professional Features are currently sold as per-user, perpetual licenses for the major version identified at purchase, not as subscriptions. Each license includes all updates Pelogic makes available for that major version. Later major versions require a separate purchase.
1.2. Changes to this Agreement
Pelogic may update this Agreement from time to time. Material changes will be communicated by posting an updated version on Pelogic's website, through the Software, or by other reasonable means. Unless otherwise required by applicable law, revisions will apply prospectively from their effective date and will not affect disputes arising before that date. Continued use of the Software after the effective date constitutes acceptance of the revised Agreement.
1.3. Account Requirements
Use of the Software in Freeware Mode generally does not require creation of an account with Pelogic.
To purchase or activate Professional Features, you may be required to create an account with FastSpring, which serves as the Merchant of Record for software purchases. You agree to provide complete, accurate, and up-to-date information required to complete your purchase and are responsible for maintaining the confidentiality of your FastSpring account credentials. Pelogic does not receive or store your payment card information.
1.4. Permitted and Prohibited Use
You agree to use the Software only for lawful purposes. You shall not engage in conduct that could damage, disable, overburden, or impair the Software or interfere with another person's lawful use of the Software. Unauthorized attempts to access protected portions of the Software, licensing systems, or related services are prohibited.
2. Definitions
For purposes of this Agreement, the following terms shall have the meanings set forth below:
2.1. Application. Any downloadable software application or digital product provided by Pelogic, including any updates, patches, upgrades, documentation, or related materials licensed to the User under this Agreement.
2.2. Confidential Information. Any information disclosed by Pelogic to the User, whether in oral, written, electronic, or other tangible form, including but not limited to the terms of this Agreement, non-public product offerings, software designs, product specifications, research, development information, trade secrets, technical information, licensing methods, security mechanisms, business plans, customer information, and any other information that a reasonable person would understand to be confidential due to its nature or the circumstances of disclosure.
Confidential Information does not include information that (a) becomes publicly available through no breach of this Agreement by the User; (b) was lawfully known to the User without restriction prior to disclosure by Pelogic; or (c) is independently developed by the User without use of or reference to Pelogic's Confidential Information.
2.3. FastSpring. The third-party Merchant of Record authorized by Pelogic to process purchases, collect applicable taxes, process payments, manage subscriptions (if offered), and issue purchase receipts for Professional Features.
2.4. Freeware Mode. The version of the Software that Pelogic makes available without charge, which may include limited functionality as determined by Pelogic from time to time.
2.5. Intellectual Property. All (a) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations; (b) trademarks, service marks, trade dress, Internet domain names, logos, trade names and corporate names and registrations and applications for registration thereof; (c) copyrights and registrations and applications for registration thereof; (d) mask works and registrations and applications for registration thereof; (e) computer software, data and documentation; (f) inventions, trade secrets and confidential business information, whether patentable or non-patentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information; and (g) copies and tangible embodiments of any of the foregoing.
2.6. Pelogic Intellectual Property. All Intellectual Property owned or licensed by Pelogic, including the Software, its source code, object code, documentation, trademarks, logos, user interfaces, designs, updates, enhancements, derivative works, and all related materials.
2.7. Privacy Policy. Pelogic's published Privacy Policy, as amended from time to time, describing how Pelogic collects, uses, stores, and protects information relating to the Software.
2.8. Professional Features. Features, functionality, or capabilities of the Software that require the purchase and activation of a software license.
2.9. Software. The downloadable software application identified at the time of download, together with all updates, upgrades, patches, documentation, and related materials provided by Pelogic under this Agreement.
2.10. Third Party. Any individual or entity other than Pelogic and the User.
2.11. Updates. Any patches, bug fixes, maintenance releases, security updates, new versions, or modifications of the Software that Pelogic may make available.
2.12. User. Any natural person or legal entity that downloads, installs, activates, accesses, or uses the Software.
2.13. User Profile. Personal information voluntarily provided by a User in connection with a support request, license activation, or other interaction with Pelogic.
2.14 Customer Content. Any document, CAD model, drawing, image, PDF, text file, project file, design, dataset, or other data, information, or digital content that the User creates, owns, imports, opens, edits, processes, or stores using the Software.
Customer Content does not include Operational Telemetry, diagnostic information, crash reports, licensing information, application performance metrics, or other Operational Telemetry collected as described in this Agreement and the Privacy Policy. Customer Content remains the responsibility and under the control of the User except where the User intentionally provides Customer Content to Pelogic in connection with technical support or another user-initiated interaction.
2.15 Operational Telemetry. Limited technical and diagnostic information relating to the operation of the Software, including software version, operating system version, application performance metrics, feature usage statistics, crash reports, diagnostic information, licensing information, security events, and similar technical information collected to license, secure, maintain, support, and improve the Software. Operational Telemetry does not include Customer Content.
3. Software License and Purchases.
3.1. License Grant and Scope
Subject to full compliance with this Agreement, Pelogic grants the User a limited, non-exclusive, non-transferable, revocable license to download, install, activate, and use the Software solely for the User's personal use or internal business purposes.
The Software may be used in Freeware Mode without charge. Certain Professional Features require the purchase and activation of a software license.
Unless the applicable purchase terms expressly state otherwise, a paid license authorizes one individual user to use the major version of the Software identified at purchase. The license is perpetual for that major version and includes all updates, patches, and maintenance releases Pelogic makes available within it. A later major version is a separate product entitlement and requires a separate purchase.
Except as expressly set forth in this Agreement, no license or right, whether by implication, estoppel, or otherwise, is granted to the User with respect to any Pelogic Intellectual Property.
3.2. License Restrictions
The User shall not reverse engineer, decompile, modify, translate, or create derivative works of the Software; bypass, disable, or tamper with any licensing, activation, security, or technical protection mechanisms; distribute, sell, sublicense, rent, lease, lend, or otherwise provide access to the Software to any Third Party; use the Software in violation of applicable law, export restrictions, or intellectual property rights; or use the Software to develop or support products or services competitive with Pelogic.
Unauthorized use immediately terminates the license granted under this Agreement.
The User represents and warrants compliance with all applicable export control laws. The Software may not be used in embargoed jurisdictions or by prohibited end users.
3.3. Operational Telemetry Collection and License to User Feedback
The User acknowledges and agrees that Pelogic may collect, retain, process, analyze, and use Operational Telemetry for the purposes described in this Agreement and the Privacy Policy.
If the User provides comments, suggestions, reviews, ratings, enhancement requests, or other feedback regarding the Software ("Feedback"), the User grants Pelogic a worldwide, royalty-free, perpetual, irrevocable license to use, reproduce, modify, distribute, display, incorporate, and otherwise exploit such Feedback without restriction or compensation.
3.4. Data Collection
Pelogic may process information consistent with its Privacy Policy.
During normal operation, the Software is designed to process Customer Content locally on the User's device and does not intentionally collect, transmit, upload, store, or otherwise process Customer Content except when the User intentionally initiates such transmission, such as when requesting technical support.
During normal operation, the Software may collect Operational Telemetry as described in this Agreement and the Privacy Policy. By accepting this Agreement and using the Software, the User agrees to such collection and processing for the purposes described therein.
If the User voluntarily submits a support request, Pelogic may receive information provided by the User, including contact information, diagnostic files, screenshots, system information, or other materials necessary to investigate and resolve the support request.
Payment information, billing information, and applicable tax information are collected and processed exclusively by FastSpring in its capacity as Merchant of Record.
Customer Content is not used by Pelogic to train or improve artificial intelligence, machine learning models, or similar automated systems.
Except as expressly described in this Agreement or the Privacy Policy, Pelogic claims no ownership interest in Customer Content.
3.5. Ownership
The Software is licensed, not sold.
Pelogic retains all rights, title, and interest in and to the Software and all Pelogic Intellectual Property, including all copyrights, patents, trade secrets, trademarks, and other intellectual property rights, whether registered or unregistered.
All rights not expressly granted under this Agreement are reserved by Pelogic.
3.6. Purchases, License Activation, and Product Availability
Professional Features may be purchased through Pelogic's website or other purchasing methods authorized by Pelogic.
FastSpring serves as Merchant of Record for all purchases and is responsible for payment processing, applicable tax collection, invoicing, subscription administration (if applicable), and order fulfillment relating to software licenses.
Professional Features are enabled only after successful license validation.
Product availability, pricing, licensing options, and Professional Features may change at any time without prior notice.
Pelogic or its Merchant of Record may decline or cancel transactions where reasonably necessary to prevent fraud, comply with law, correct pricing errors, or address technical issues. If a transaction is cancelled before fulfillment, any refund shall be handled in accordance with Pelogic's Refund Policy or the applicable FastSpring policies.
3.7. Taxes
Applicable taxes associated with software purchases are collected and remitted by FastSpring in its capacity as Merchant of Record, where required by law.
The User remains responsible for any taxes not collected by FastSpring that are legally imposed on the User's use of the Software.
3.8. Refunds
Refunds, if any, are governed exclusively by Pelogic's Refund Policy and any applicable FastSpring policies.
Nothing in this Agreement modifies or limits any non-waivable consumer rights provided by applicable law.
3.9. Subscription Services (Reserved)
Certain Professional Features may be offered on a recurring subscription basis. Licenses for PelOptimo, PeloWrightMD, and ViewSync are not Subscription Services under this Section.
If subscriptions become available, the applicable subscription terms, renewal procedures, cancellation rights, billing frequency, and pricing will be disclosed at the time of purchase and incorporated into this Agreement.
4. Support and Maintenance.
4.1. Support, Maintenance, and Modifications
Pelogic may provide technical support, maintenance, updates, enhancements, bug fixes, patches, or new versions of the Software through methods and at service levels determined by Pelogic in its sole discretion.
Technical support does not constitute a warranty.
Maintenance of the Software may be provided through fixes, updates, enhancements, security releases, and new versions. Pelogic may modify, suspend, discontinue, or replace any feature or functionality of the Software, including Professional Features, at any time for legal, technical, security, operational, or business reasons.
Where reasonably practicable, Pelogic will provide advance notice of significant modifications that materially affect the functionality of the Software or Professional Features. Continued use of the Software after such modifications constitutes acceptance of those changes.
Nothing in this Agreement obligates Pelogic to provide updates, maintenance, support services, or future versions of the Software unless Pelogic expressly agrees to do so in writing.
Pelogic has no obligation to provide support for versions that have reached end-of-life or have been superseded by later releases.
4.2. Support and Maintenance Exclusions
Support and maintenance do not include assistance or repair necessitated by:
(a) modification, alteration, or repair of the Software by any person other than Pelogic;
(b) use of the Software with hardware, operating systems, utilities, or third-party software that are incompatible with the Software or not reasonably supported by Pelogic;
(c) failure to install updates, patches, or security releases made available by Pelogic;
(d) malware, viruses, spyware, ransomware, unauthorized access, or other malicious software affecting the User's computer or network;
(e) misuse, abuse, negligence, accident, or operation of the Software outside its intended purpose; or
(f) failures of third-party hardware, software, operating systems, Internet services, cloud services, APIs, or other services not under Pelogic's control.
5. Representations, Warranties, and Limitation of Liability.
5.1. Representations and Warranties
The User represents and warrants that the User is legally capable of entering into a binding agreement under applicable law or, if acting on behalf of an organization, has authority to bind that organization to this Agreement.
To the maximum extent permitted by applicable law, the Software is provided "AS IS" and "AS AVAILABLE."
Pelogic makes no representations or warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, compatibility, availability, or uninterrupted operation.
Pelogic does not warrant that the Software will satisfy the User's particular business requirements or intended results.
Pelogic makes no representation or warranty regarding interoperability of the Software with third-party software, hardware, operating systems, or services and shall have no liability for incompatibility, data loss, system failure, or interruption arising from such use.
Pelogic disclaims all warranties, express or implied, and does not guarantee error-free, uninterrupted, secure, or continuous operation of the Software.
Nothing in this Agreement shall limit or exclude any warranty or consumer right that cannot lawfully be excluded under applicable law.
The User acknowledges that it has not relied upon any representation, promise, statement, warranty, or guarantee made by Pelogic or its representatives except as expressly set forth in this Agreement.
The User's sole remedies are those expressly provided in this Agreement.
5.2. Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, PELOGIC, TOGETHER WITH ITS SUBSIDIARIES, AFFILIATES, CONTRACTORS, LICENSORS, AND SUPPLIERS, MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
PELOGIC DOES NOT WARRANT OR REPRESENT THAT THE SOFTWARE COMPLIES WITH ANY OPERATIONAL, REGULATORY, INDUSTRY, OR CERTIFICATION REQUIREMENTS APPLICABLE TO THE USER'S PARTICULAR USE.
PELOGIC DOES NOT WARRANT THAT THE SOFTWARE OR ANY PORTION THEREOF IS FREE FROM DEFECTS, WILL OPERATE WITHOUT INTERRUPTION, WILL BE SECURE, OR WILL FUNCTION ERROR-FREE, AND MAKES NO COMMITMENT THAT ANY DEFECTS WILL BE CORRECTED.
THE USER ACKNOWLEDGES THAT THE SOFTWARE OPERATES IN CONJUNCTION WITH THE USER'S COMPUTER, OPERATING SYSTEM, NETWORK CONNECTIONS, THIRD-PARTY SOFTWARE, AND OTHER HARDWARE OR SOFTWARE ENVIRONMENTS THAT ARE NOT UNDER PELOGIC'S CONTROL.
PELOGIC SHALL HAVE NO RESPONSIBILITY FOR LIMITATIONS, DELAYS, ERRORS, INCOMPATIBILITIES, INTERRUPTIONS, OR FAILURES ARISING FROM THE USER'S COMPUTER, OPERATING SYSTEM, NETWORK CONNECTION, INTERNET SERVICE, THIRD-PARTY SOFTWARE, THIRD-PARTY SERVICES, OR OTHER COMMUNICATIONS SYSTEMS, AND SHALL NOT BE LIABLE FOR ANY RESULTING LOSS, DAMAGE, OR DELAY.
5.3. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PELOGIC NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, CONTRACTORS, LICENSORS, OR SUPPLIERS SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DATA, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF PELOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION APPLIES EVEN IF ANY EXCLUSIVE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
WITHOUT LIMITING THE FOREGOING, PELOGIC'S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED THE GREATER OF:
(a) THE AMOUNT PAID BY THE USER TO PELOGIC OR ITS AUTHORIZED MERCHANT OF RECORD FOR THE SOFTWARE OR PROFESSIONAL FEATURES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
(b) ONE HUNDRED UNITED STATES DOLLARS (US $100.00).
Nothing in this Section excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
5.4. Third-Party Services
Pelogic shall have no liability for any acts, omissions, failures, interruptions, or security incidents of third-party software providers, operating system vendors, cloud service providers, payment processors, Internet service providers, API providers, hosting providers, or other third-party service providers.
The User acknowledges that certain functionality of the Software may depend upon such third-party products or services and agrees that its sole recourse for issues arising from those third-party products or services shall be against the applicable third party and not Pelogic.
6. User’s Limitations, Obligations, and Responsibilities.
6.1. User Responsibility
The User is solely responsible for all use of the Software under any license issued to the User.
The User shall use the Software only in accordance with this Agreement and all applicable laws, regulations, and third-party license requirements.
The User assumes full responsibility for protecting license keys, activation credentials, installation media, and any other information used to access Professional Features.
The User acknowledges that all use of the Software is undertaken at the User's sole risk, including use in combination with third-party software, hardware, operating systems, cloud services, or other computing environments.
6.2. No Unauthorized Distribution or Circumvention
Except as expressly authorized by this Agreement, the User shall not rent, lease, lend, host, sell, redistribute, sublicense, publish, or otherwise make the Software available to any Third Party.
The User shall not modify, create derivative works from, disassemble, decompile, reverse engineer, or otherwise attempt to discover the source code, algorithms, licensing methods, activation mechanisms, or security features of the Software except to the limited extent expressly permitted by applicable law.
The User shall not remove or alter any proprietary notices, copyright notices, trademarks, encrypted license keys, digital certificates, or other security mechanisms contained within the Software.
The User agrees to make every reasonable effort to prevent unauthorized copying or use of the Software.
The User acknowledges that unauthorized use, copying, distribution, or circumvention of the Software or Pelogic Intellectual Property may cause irreparable harm to Pelogic for which monetary damages would be inadequate. Accordingly, Pelogic shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity.
6.3. Lawful and Appropriate Use
The User shall not use the Software in any manner that violates applicable laws or regulations.
The User shall not use the Software to facilitate unlawful activity, interfere with the rights of others, distribute malware or malicious code, circumvent security controls, or access systems without authorization.
The User shall not use the Software in a manner that intentionally damages, disables, overloads, or interferes with the operation of the Software or related services.
6.4. License Activation
Professional Features may require online or offline license activation.
The User agrees not to circumvent or interfere with any license validation or activation technology used by Pelogic.
Pelogic reserves the right to suspend, revoke, replace, or reissue software licenses or activation credentials where reasonably necessary to protect its Intellectual Property, address technical issues, prevent fraud, enforce this Agreement, or provide customer support.
Nothing in this Section limits any rights the User may have under applicable consumer protection laws.
6.5. Third-Party Software
The Software may interact with or depend upon third-party software, operating systems, runtime libraries, APIs, hardware drivers, or other components that are licensed separately from the Software.
The User is solely responsible for complying with all applicable third-party license agreements governing such software.
Pelogic makes no warranty regarding third-party software and assumes no responsibility for its availability, compatibility, security, licensing, or continued operation.
6.6. High-Risk Activities
The Software is a general-purpose software application and is not designed, intended, certified, or warranted for use in connection with life-support systems, medical devices, emergency response systems, aviation or aircraft navigation, nuclear facilities, military systems, autonomous vehicles, industrial safety systems, or any other hazardous environment in which failure of the Software could reasonably be expected to result in death, personal injury, significant property damage, or environmental harm.
The Software is not intended for use in autonomous decision-making systems where failure could reasonably result in death, personal injury, or substantial property damage.
The User assumes all risk arising from any such prohibited or high-risk use and agrees that Pelogic shall have no liability whatsoever for any claim, damage, injury, loss, or expense arising from or related to such use.
6.7. User Solely Responsible
The User is solely responsible for providing, installing, maintaining, and securing the hardware, operating system, Internet connectivity, backup procedures, and third-party software necessary to install and operate the Software.
The User is also solely responsible for protecting its own data through appropriate backup procedures.
Pelogic shall not be responsible for any damages resulting from the User's failure to maintain adequate backups or suitable computing environments.
7. Ownership of Intellectual Property in General; Confidential Information.
7.1. Intellectual Property
The User acknowledges and agrees that Pelogic exclusively owns all Pelogic Intellectual Property and that the User acquires no ownership rights in the Software or any Pelogic Intellectual Property by virtue of this Agreement or the User's download, installation, activation, purchase, or use of the Software.
Except as expressly authorized by this Agreement, the User shall have no right to use, copy, modify, distribute, sublicense, publish, assign, transfer, or otherwise exploit any Pelogic Intellectual Property.
The rights granted under this Agreement are non-exclusive, revocable, limited, and conditioned upon the User's continued compliance with this Agreement.
Pelogic retains the unrestricted right to license, sell, modify, enhance, discontinue, replace, or otherwise make the Software or any portion thereof available to any third party.
Pelogic shall have the exclusive authority to file, prosecute, maintain, enforce, defend, license, and otherwise protect all Intellectual Property relating to the Software and Pelogic Intellectual Property.
Any comments, suggestions, enhancement requests, recommendations, ideas, or other feedback provided by the User regarding the Software, whether solicited or unsolicited, are provided without restriction, and Pelogic shall have the irrevocable, worldwide, perpetual, royalty-free right to use, incorporate, modify, license, publish, distribute, commercialize, or otherwise exploit such feedback in any manner, with all resulting improvements, enhancements, derivative works, and related Intellectual Property becoming the sole and exclusive property of Pelogic.
Nothing contained in this Agreement shall be construed as granting the User any ownership interest in the Software or Pelogic Intellectual Property beyond the limited license expressly granted herein.
7.2. Confidential Information
The User acknowledges that the Software, its source code, object code, non-public features, licensing systems, activation methods, documentation, technical information, trade secrets, security mechanisms, and other non-public information relating to the Software constitute Pelogic's Confidential Information.
The User shall hold such Confidential Information in strict confidence and shall not disclose, distribute, publish, or otherwise make such Confidential Information available to any Third Party except as expressly authorized by Pelogic in writing or as required by applicable law.
Nothing in this Section prohibits the User from discussing or reviewing publicly available features or functionality of the Software or otherwise exercising rights expressly permitted under applicable law.
Upon termination of this Agreement or upon Pelogic's written request where reasonably necessary to protect Pelogic's Intellectual Property, the User shall promptly destroy or permanently delete any Confidential Information of Pelogic in the User's possession or control.
The User acknowledges that any unauthorized disclosure or misuse of Pelogic's Confidential Information may cause irreparable harm for which monetary damages alone would be inadequate. Accordingly, Pelogic shall be entitled to seek injunctive relief, specific performance, and any other remedies available at law or in equity without the necessity of posting bond or proving actual damages.
8. Term and Termination.
8.1. Term
This Agreement becomes effective upon the User's acceptance of this Agreement pursuant to Section 1 and shall remain in full force and effect until terminated as provided herein.
The license granted under this Agreement continues for so long as the User remains in compliance with its terms unless earlier terminated in accordance with this Article.
8.2. Termination
Pelogic may immediately suspend or terminate this Agreement, the license granted hereunder, or the User's access to Professional Features if the User breaches this Agreement or otherwise engages in unauthorized use of the Software.
The User may terminate this Agreement at any time by permanently ceasing use of the Software and deleting or destroying all copies of the Software in the User's possession or control.
8.3. Effect of Termination
Upon expiration or earlier termination of this Agreement:
(a) all rights, licenses, and authorizations granted to the User shall immediately terminate;
(b) the User shall immediately cease all use of the Software and all Professional Features;
(c) the User shall permanently delete or destroy all copies of the Software in the User's possession or control, except to the extent retention is required by applicable law;
(d) Pelogic may disable, revoke, suspend, or deactivate any license keys, activation credentials, or Professional Features associated with the terminated license; and
(e) the User shall immediately cease all use of Pelogic Intellectual Property except as expressly permitted by applicable law.
Termination of this Agreement shall not entitle the User to any refund, reimbursement, compensation, or other payment except as expressly provided in Pelogic's Refund Policy or as otherwise required by applicable law.
Nothing in this Section limits any rights or remedies available to Pelogic under this Agreement or applicable law.
8.4. Survival
The provisions of this Agreement that by their nature are intended to survive termination or expiration shall survive, including, without limitation:
- License Restrictions;
- Ownership of Intellectual Property;
- Confidential Information;
- Disclaimer of Warranties;
- Limitation of Liability;
- Indemnification;
- Governing Law;
- Payment obligations accrued prior to termination; and
- Any other provision that by its nature is intended to survive.
Termination or expiration of this Agreement shall not relieve either party of any obligation or liability that accrued prior to such termination or expiration.
9. Miscellaneous.
9.1. Independent Status of the Parties
The parties are independent contractors. Nothing contained in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, employment, or other relationship between the parties. Neither party has authority to bind or obligate the other except as expressly provided herein.
9.2. Consumer Rights
Nothing contained in this Agreement is intended to limit, waive, or exclude any rights or remedies that cannot lawfully be limited or excluded under applicable consumer protection laws.
9.3. Force Majeure
Pelogic shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including without limitation strikes, labor disputes, epidemics, pandemics, acts of government, Internet outages, cyberattacks, denial-of-service attacks, failures of cloud infrastructure, failures of hosting providers, failures of third-party services, natural disasters, fires, floods, earthquakes, power failures, shortages of materials, transportation disruptions, or any other event beyond Pelogic's reasonable control.
Pelogic's obligations affected by such an event shall be suspended for the duration of the event.
9.4. Indemnification
The User agrees to indemnify, defend, and hold harmless Pelogic, its affiliates, officers, directors, employees, contractors, licensors, successors, and assigns from and against any and all claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
(a) the User's breach of this Agreement;
(b) the User's unlawful use of the Software;
(c) the User's modification of the Software or use of the Software in combination with software, hardware, services, or systems not supplied or authorized by Pelogic, where such combination gives rise to the claim;
(d) the User's infringement or alleged infringement of the intellectual property or other rights of any Third Party;
(e) the User's distribution, sharing, misuse, or unauthorized transfer of license keys, activation credentials, or Professional Features; or
(f) the User's gross negligence, willful misconduct, fraud, or violation of applicable law.
The obligations contained in this Section shall survive termination of this Agreement.
9.5. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles.
The following shall not apply:
(i) the United Nations Convention on Contracts for the International Sale of Goods;
(ii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and
(iii) the Protocol amending the 1974 Convention done at Vienna on April 11, 1980.
Any legal action arising out of this Agreement shall be brought exclusively in the state or federal courts located in Middlesex County, Massachusetts, and each party consents to the personal jurisdiction of those courts.
9.6. Open Source Components
The Software may include third-party open-source software components licensed under their respective open-source licenses. Such components are licensed to the User under the terms of their applicable licenses, which may grant rights that supersede certain restrictions in this Agreement with respect to those components.
9.7. Export Compliance
The User agrees to comply with all applicable export control and economic sanctions laws, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). The User represents that it is not located in, or ordinarily resident in, any jurisdiction subject to comprehensive U.S. embargoes and is not identified on any applicable government restricted-party list.
9.8. Electronic Communications and Legal Notices
The User agrees that Pelogic may provide notices relating to this Agreement by posting updated information on Pelogic's website, through the Software, or by electronic mail where an email address has been provided.
The User is responsible for maintaining current contact information where required to receive communications relating to Professional Features or support requests.
Legal notices to Pelogic shall be sent to the contact information identified on Pelogic's website or within the Software.
9.9. Entire Agreement
This Agreement, together with Pelogic's Privacy Policy, Refund Policy, and any subscription terms or purchase terms expressly incorporated by reference, constitutes the complete agreement between the parties regarding the Software and supersedes all prior or contemporaneous understandings relating to its subject matter.
No waiver, alteration, or modification of this Agreement shall be effective unless made by Pelogic in writing or through an updated version of this Agreement.
9.10. Construction
Unless the context clearly requires otherwise:
(a) the word "or" shall be interpreted in the inclusive sense ("and/or");
(b) the word "including" means "including without limitation";
(c) the singular includes the plural and vice versa; and
(d) headings are for convenience only and shall not affect interpretation.
This Agreement shall be interpreted according to its fair meaning and not strictly for or against either party based upon authorship.
9.11 Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
The invalid or unenforceable provision shall be interpreted and enforced to the maximum extent permitted by law so as to most closely accomplish its original intent.
9.12. Assignment
The User may not assign, transfer, delegate, sublicense, or otherwise transfer this Agreement or any rights granted herein without Pelogic's prior written consent.
Any attempted assignment in violation of this Section shall be null and void.
Pelogic may assign or transfer this Agreement in connection with a merger, acquisition, corporate reorganization, sale of assets, or other business transaction, or to any affiliate or successor in interest, without notice to or consent from the User.
9.13. Counterparts and Electronic Acceptance
This Agreement may be accepted electronically.
The User acknowledges that clicking "I Agree," downloading, installing, activating, or using the Software constitutes the legal equivalent of a handwritten signature and creates a binding agreement between the User and Pelogic.
ACCEPTANCE
BY CLICKING "I AGREE," DOWNLOADING, INSTALLING, ACTIVATING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.
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