EULA

MUNISSION END USER LICENSE AGREEMENT

LAST UPDATED: 12.15.2020

This End User License Agreement (this “EULA”) governs Your access and use of the software (“Software”) that is included or embedded on any Munission product (“Product”).

The term “You,” “Your,” “you” or “your” as used in this EULA, means any person or entity who accesses or uses the Software and accepts the terms of this EULA, including any individuals that You authorize to use or access the Software, including Your independent contractors or employees (“Authorized Users”); provided you have paid for the accurate number of licenses, as applicable. For the avoidance of doubt, where the term “You,” “Your,” “you” or “your” is used in this EULA, it shall include any Authorized User, regardless of whether “Authorized User” is specifically stated.

FOR IMPORTANT DISCLAIMERS OF WARRANTY AND WARNINGS CONCERNING USAGE, SEE SECTION V.

YOU MUST READ AND AGREE TO THE TERMS OF THIS EULA BEFORE USING, DOWNLOADING OR INSTALLING ANY SOFTWARE. BY USING, DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS EULA, YOU MAY NOT USE, DOWNLOAD OR INSTALL THE SOFTWARE.

THE SOFTWARE MAY BE SUBJECT TO AUTOMATIC SOFTWARE UPDATES, AS DESCRIBED FURTHER IN SECTION III, AND YOU ALSO HEREBY CONSENT TO SUCH UPDATES. If You do not agree to such updates, You are not permitted to, and You must not, download, install, access or use the Software.

Munission may, in its sole and absolute discretion, change the terms of this EULA from time to time, as indicated by the date at the end of this EULA. If You object to any such change, Your sole recourse will be to cease using the Software. Continued use of the Software following any such change will indicate Your acknowledgement of such change and agreement to be bound by the new terms and conditions.

1. Overview, Eligibility

1. This EULA is a binding agreement between You and Munission, LLC (“Munission”).
2. Your use of (1) websites located at www.munission.co and sub-domains and any other websites hosted by Munission or its affiliates, (2) services accessible or downloadable through the sites, (3) software that may be downloaded to Your smartphone, tablet or computer to access services and (4) subscription services, including software. Your purchase of the Product is governed by the Limited Warranty available here https://munission.co/limited-warranty/ which is incorporated by reference into this EULA and You are agreeing to accept and abide by them by using the Software.
3. Subject to Section (I)(d), You may access and use the Software only if You can form a binding contract with Munission and only if You are in compliance with the terms of this EULA and all applicable laws and regulations. If You are accepting the terms of this EULA on behalf of an entity or individual, You represent and warrant that You have full legal authority to bind such entity or individual to this EULA. You are fully responsible for any Authorized User’s compliance with this EULA.
4. If You are an Authorized User, You represent and warrant that You are over the age of 13 (or equivalent minimum age in the jurisdiction where You reside or access or use the Software), and in the event You are between the age of 13 (or equivalent minimum age in the jurisdiction where you reside or access or use the Software) and the age of majority in the jurisdiction where You reside or access or use the Software, that You will only use the Software under the supervision of a parent or legal guardian who agrees to be bound by this EULA. Any use or access to the Software by individuals under the age of 13 (or equivalent minimum age in the jurisdiction where you reside or access or use the Services) is strictly prohibited and a violation of this EULA.

1. 1.) License Grant. Subject to Your compliance at all times with the terms and restrictions set forth in this EULA, Munission grants You, under its rights in and to the Software, a worldwide, non-sublicensable, non-transferable, non-exclusive, revocable, limited license to download and use the Software in object code form only, solely in connection with the Product that You own or control.
2. Limitations on Use.
3. The Software, its contents, features and functionality (including, without limitation, all user interfaces, information, software, code, text, graphics, images, video and audio, and the design, selection and arrangement thereof) (collectively, the “Content”) are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
4. You shall not directly or indirectly do any of the following:
5. use the Software on any device other than a Product that is owned or controlled by You or Your business organization;
6. sell, offer for sale, lease, license, sublicense or distribute the Software or any Content in any form without the prior written consent of Munission;
7. copy, reproduce, broadcast, transmit, republish, distribute, modify, prepare derivative works of, perform, publicly perform or display the Software or any Content in any way without the prior written consent of Munission and its applicable licensors;
8. remove or alter any copyright, trademark or other proprietary rights notices from the Software or Content, or use them in contravention of any such applicable notices;
9. reverse engineer, decompile, translate, disassemble or otherwise attempt to (i) derive the source code or the underlying ideas, algorithms, structure or organization of any Software (except that the foregoing limitation does not apply to the extent that such activities may not be prohibited under applicable law); or (ii) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Software, including, without limitation, any such mechanism used to restrict or control the functionality of the Software;
10. use the Software in violation of any third-party rights or any local, state, national or international law or regulation;
11. violate any accompanying user or technical manuals, training materials, specifications or other documentation pertaining to any Software, where in digital or printed format;
12. engage in any High Risk Activities (as defined in Section (V)(c)(ii));
13. release the results of any performance or functional evaluation of any of the Software to any third party without prior written approval of Munission for each such release; or
14. create a substantially similar software to the Software, or any component thereof.

• You are responsible for obtaining, properly installing and maintaining the Software and any other services or products needed for access to and use of the Software, and for paying all charges related thereto.

1. You are responsible for complying with all applicable statutes, laws and regulations worldwide related to Your use of the Software and the Products.
2. Third Party Software.
3. Certain software included in, distributed with or downloaded in connection with the Software may comprise third party proprietary software products that are subject to separate license terms (“Third Party Software”). All such Third Party Software may include software or software components that are derived, in whole or in part, from software that is distributed as free software, open source software or under similar licensing or distribution models (“Open Source Software,” together with Third Party Software, “External Software”).

Your use of External Software is subject in all cases to the applicable licenses from the External Software provider, which shall take precedence over the rights and restrictions granted in this EULA solely with respect to such External Software. You shall comply with the terms of all applicable Third Party Software and Open Source Software licenses, if any. Copyrights to Open Source Software are held by their respective copyright holders indicated in the copyright notices in the corresponding source files. The Software may include software developed by the OpenSSL Project for use in the OpenSSL Toolkit (http://www.openssl.org/).

• FOR THE AVOIDANCE OF DOUBT, MUNISSION PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO SUCH EXTERNAL SOFTWARE, INCLUDING WITH RESPECT TO FUNCTIONALITY OF SUCH EXTERNAL SOFTWARE. Munission does not provide any warranty, maintenance, technical or other support for any External Software. Accordingly, Munission is not responsible for Your use of any External Software or any personal injury, death, property damage (including, without limitation, to Your home), or other harm or losses arising from or relating to Your use of any External Software.

1. Intellectual Property Ownership; Trade Secrets. All copyrights, trade secrets, patents, trademarks, trade secrets and other intellectual property and proprietary rights in any jurisdiction worldwide (collectively, “Intellectual Property Rights”) in and to the Software and the Content are the sole property of Munission or its licensors. You do not have or receive any title or interest in or to the Software, the Content, or the Intellectual Property Rights contained therein through Your use of the Software or otherwise. Except as expressly granted to You under the limited license set forth in Section II(a) of this EULA, Munission does not grant any express or implied right to You under any of its Intellectual Property Rights. You further acknowledge and agree that the Software contains the valuable trade secrets and proprietary information of Munission and its affiliates. You agree to hold such trade secrets and proprietary information in confidence and You acknowledge that any actual or threatened breach of this obligation will constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
2. Trademarks. All trademarks, service marks, trade names and logos and the goodwill associated therewith (“Marks”) included or displayed in the Software or Content are the exclusive property of Munission or their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Munission or such respective holders.

• Automatic Updates. Munission may, from time to time and at its sole option, provide patches, bug fixes, corrections, updates, upgrades, support and maintenance releases or other modifications to the Software, including certain External Software, which items shall be deemed part of the Software and External Software hereunder. YOU HEREBY CONSENT TO ANY SUCH AUTOMATIC UPDATES. These may be automatically installed without providing any additional notice to You or receiving Your additional consent. If You do not consent, Your remedy is to stop using the Software. Notwithstanding the foregoing, Munission withholds the right to require You to install any patches, bug fixes, corrections, updates, upgrades, support and maintenance releases or other modifications in order to access and use the Software.

1. Term and Termination. This EULA will remain in full force and effect so long as You continue to access or use the Software, or until terminated in accordance with this EULA. You may discontinue Your use of and access to the Software at any time. Munission will automatically terminate this EULA at any time without notice to you if you fail to comply with any term of this EULA. You may terminate it at any time upon written notice to Munission at hayley@nivellelaw.com. Upon any such termination, the licenses granted by this EULA will immediately terminate and you agree to stop all access and use of the Product, Software and documentation and destroy the Software and documentation, together with all copies and merged portions in any form. The provisions that by their nature continue and survive will survive any termination of this EULA, including those set forth in this Sections II(d), II(e) and Articles IV -IX.
2. LIMITED WARRANTY; WARRANTY DISCLAIMER
3. All products subject to this license are subject to Munission’s standard limited warranty in force when the Product is delivered by Provider to end user, as set out in the written warranty statement on Munission’s website, available here: https://munission.co/limited-warranty (the “Limited Warranty”), subject in all respects to any limitations set forth therein. The Limited Warranty is fully incorporated into this agreement as if fully set forth herein.
4. Disclaimer of Warranties. OTHER THAN THIS LIMITED WARRANTY, MUNISSION, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY DATA, SERVICE, SOFTWARE AND HARDWARE PROVIDERS HEREBY DISCLAIM ANY OTHER EXPRESS REPRESENTATION OR WARRANTY OF ANY KIND; ANY IMPLIED WARRANTY, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF MERCHANTABILITY, ACCURACY, QUALITY OF SERVICE OR RESULTS, AVAILABILITY, SATISFACTORY QUALITY, LACK OF VIRUSES, QUIET ENJOYMENT, FITNESS FOR A PARTICULAR PURPOSE AND USE OR NON-INFRINGEMENT ARE LIMITED TO THE DURATION OF THIS LIMITED WARRANTY. THERE ARE NO WARRANTIES ARISING FROM ANY COURSE OF DEALING, USAGE OR TRADE PRACTICE IN CONNECTION WITH MUNISSION PRODUCTS AND SERVICES. YOU ACKNOWLEDGE THAT NEITHER MUNISSION NOR ITS THIRD PARTY PROVIDERS CONTROL YOUR EQUIPMENT OR THE TRANSFER OF DATA OVER THE INTERNET, INCLUDING THE INTERNET, AND THAT THE PRODUCTS AND SERVICES MAY BE SUBJECT TO LIMITATIONS, INTERRUPTIONS, DELAYS, CANCELLATIONS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND MAY NOT BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, UNINTERUPPTED OR ERROR FREE. No MUNISSION employee, agent, or reseller can make any verbal or written modification, extension, or addition to this warranty.
5. Emergency Response; High Risk Activities.
6. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE, WHETHER STANDING ALONE OR WHEN INTERFACED WITH PRODUCTS OR THIRD-PARTY PRODUCTS OR SERVICES, ARE NOT CERTIFIED FOR EMERGENCY RESPONSE, AND ARE NOT A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. MOBILE OR OTHER NOTIFICATIONS REGARDING THE STATUS OF THE SOFTWARE ARE NOT A SUBSTITUTE FOR A THIRD-PARTY MONITORED EMERGENCY NOTIFICATION SYSTEM. YOU AGREE THAT YOU WILL NOT RELY ON THE SOFTWARE FOR EMERGENCY RESPONSE OR ANY OTHER LIFE SAFETY OR CRITICAL PURPOSES.
7. NEITHER THE SOFTWARE NOR ANY PRODUCT IS DESIGNED, MANUFACTURED OR INTENDED FOR THE OPERATION OF NUCLEAR FACILITIES, AIR TRAFFIC CONTROL, EMERGENCY RESPONSE, EMERGENCY AND SAFETY SERVICES, HEALTHCARE FACILITIES, HOSPITALS, LIFE SUPPORT SYSTEMS OR ANY MISSION CRITICAL ENVIRONMENT, WHERE THE USE OR FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR ENVIRONMENTAL DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). YOU AGREE THAT YOU WILL NOT USE THE SOFTWARE FOR ANY HIGH RISK ACTIVITIES.
8. Data Storage. Munission is not responsible or liable for the deletion of or failure to store or process any information or other content provided by You or transmitted in the course of using the Software. You are solely responsible for securing and backing up such submissions.
9. Versions. You acknowledge and agree that the Software provided to You under this EULA may be in “beta” or test form, or otherwise not intended or completed for commercial use and may therefore contain errors, bugs or similar unstable characteristics not typical of commercially released items. Such characteristics may negatively affect the operation of previously installed software or equipment. You are advised to safeguard important data, to use caution and not to rely in any way on the correct functioning or performance of the software and accompanying materials. You acknowledge that the Software may be provided to You from time to time as a program participant solely for the purpose of providing Munission with feedback on the Software and the identification of defects.

3. LIMITATION OF LIABILITY

1. UNDER NO CIRCUMSTANCES WILL MUNISSION OR ITS SUPPLIERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THIS EULA OR THE INSTALLATION, MAINTENANCE, PERFORMANCE, FAILURE OR INTERRUPTION OR USE OF SOFTWARE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), EVEN IF MUNISSION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THESE TERMS, MUNISSION OR ANY OF ITS SUPPLIERS ARE FOUND TO BE LIABLE, THE LIABILITY OF MUNISSION OR ITS SUPPLIERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCT. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM.
2. Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to You. To the extent that Munission may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Munission’s liability will be the minimum permitted under such applicable law.

• YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MUNISSION AND ITS LICENSORS AND SUPPLIERS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS OR LICENSORS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND FEES (INCLUDING REASONABLE ATTORNEYS’ FEES) THAT SUCH PARTIES MAY INCUR AS A RESULT OF OR ARISING FROM A VIOLATION OF THIS EULA.
• Export Restrictions.
• You acknowledge that the Software is of U.S. origin. You represent and warrant that (i) You shall be solely responsible for complying with all export laws and restrictions and regulations, including United States export regulations, such as restrictions of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC“) or other foreign agency or authority’s regulations (“Export Laws“), and You shall not (ii) export, or allow the export or re-export of, the Software in violation of any such restrictions, laws or regulations, or available in any country in contravention of any Export Laws, or any other law, nor (iii) make the Software available in a country for which an export license or other governmental approval is required without first obtaining all necessary licenses or other approvals. You shall obtain and bear all expenses relating to any necessary licenses and exemptions with respect to the export from the U.S. of the Software to any location.
• You acknowledge that the U.S. government maintains embargoes and sanctions against certain countries, currently including the Crimea region of Ukraine, Cuba, Iran, North Korea, Sudan and Syria, which may be amended from time to time, including with respect to listed countries; and that other countries may have trade laws pertaining to import, use, export or distribution of the Software. You acknowledge that, in each case, compliance with the same is Your responsibility. You represent and warrant that You are not a person or entity listed on any United States Government list of prohibited or restricted parties.

1. Governing Law; Jurisdiction. This EULA shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods; rather, this EULA shall be governed by the laws of the State of New York, including its Uniform Commercial Code, without reference to conflicts of laws principles. Any action or proceeding relating to this EULA is subject to the mandatory arbitration provisions set out in our Limited Warranty available here https://munission.co/limited-warranty which are hereby incorporated herein by reference, except that Munission may seek injunctive relief in any court having jurisdiction to protect its confidential information or intellectual property.
2. Government Purposes. The Software was developed solely at private expense and is a “commercial item” consisting of “commercial computer software” and “commercial computer software documentation” within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto, as amended from time to time. If the user of the Software is an agency, department, employee or other entity of the United States Government, consistent with 48 C.F.R. 227.7202-1 through 227.702-4 (JUNE 1995), the use, duplication, reproduction, release, modification, disclosure and transfer of the Software, including technical data or manuals, is governed by the terms and conditions contained in this EULA.
3. Severability. If any of the provisions, either in part or in full, of this EULA is held by a court or other tribunal of competent jurisdiction to be unenforceable or invalid, such provision shall be enforced to the maximum extent possible or permissible and this EULA will be interpreted so as to give maximum effect to the original intent of the parties with respect to the unenforceable provision, and the remaining portions of this EULA shall remain in full force and effect.
4. Assignment. You may not assign any of Your rights or obligations under this EULA without Munission’s express written consent. Munission may assign this EULA without Your consent provided that such assignment is to an affiliated company forming part of the Munission group of companies.
5. Waiver. The waiver by either party of any default by the other party shall not waive subsequent defaults by such other party of the same or different kind. The failure of either party to enforce the provisions hereof, at any time or for any period of time, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect that party’s right to enforce such provisions or exercise such option.
6. Third Party Beneficiary. Licensors and suppliers of Munission and its affiliates are third party beneficiaries of this EULA, and thus this EULA is directly enforceable by such licensors and suppliers and their affiliates.
7. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action You may have arising out of or related to use of the Software or this EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred.
8. Interpretation. As used herein, unless the context requires otherwise, the word “or” is not exclusive and the words “will,” “will not,” “shall,” and “shall not” are expressions of command and not merely expressions of future intent or expectation. Whenever the words “include,” “includes” or “including” are used in this EULA, they shall be deemed to be followed by the words “without limitation.” The section headings in this EULA are for convenience only and have no legal or contractual effect.