Red Pill Freeware End User License Agreement (EULA) – Version 1.0
NOTICE TO ALL USERS: PLEASE READ THIS CONTRACT CAREFULLY. BY USING THE PRODUCT, YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN CONTRACT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT USE THE PRODUCT. If Licensee is a party to a separate signed contract between Licensee and Red Pill governing Licensee’s Use of the Product(s), such signed agreement controls the terms of such Product(s).
1.1. “Device” means a physical device, virtual device or any other form of device that accepts information in digital or similar form and manipulates it for a specific result based upon a sequence of instructions.
1.2. “Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license granted by Red Pill.
1.3. “Product” means the current version of Checkmate software provided by Red Pill, which does not include any updates, upgrades or bug fixes unless you purchase support from Red Pill. Additionally, any paid for proprietary Red Pill software that may work with or is offered by Red Pill shall be subject to the Red Pill EULA, which is different from this Red Pill Freeware EULA.
1.4. “Red Pill” means (a) Red Pill, LLC, a Georgia limited liability company, with offices at 400 Carl Street, Unit 201, Wilmington, North Carolina 28403
1.5. “Use” or “Using” means to access, install, download, copy or otherwise benefit from using the Product.
- License Grant. Subject to the terms and conditions of this Agreement, Red Pill hereby grants to Customer a non-exclusive, non-transferable license to Use the Product subject to any restrictions or usage terms specified in this Agreement or the Documentation.
- Term. This Agreement shall commence on the date Customer installs the software and continue in effect for an indefinite period unless, and until, Customer fails to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, Customer must cease use of the Product and destroy all copies of the Product and the Documentation.
- Updates. This license is limited to the version of the Product delivered by Red Pill and Customer have no further rights to receive any Updates without obtaining a new license to the Product.
- Ownership Rights. The Product is protected by United States’ and other copyright laws, international treaty provisions and other applicable laws in the country in which it is being used. Red Pill and its suppliers own and retain all right, title and interest in and to the Product, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights therein. Customer’s possession, installation, or use of the Product does not transfer to Customer any title to the intellectual property in the Product, or affect such title, and Customer will not acquire any ownership of or rights to the Product except as expressly set forth in this Agreement. Any copy of the Product and Documentation authorized to be made hereunder must contain the same proprietary notices that appear on and in the Product and Documentation.
- Restrictions. Customer may not sell, lease, license, rent, loan, resell or otherwise transfer, with or without consideration, the Product. If Customer enter into a contract with a third party in which the third party manages your information technology resources (“Managing Party”), Customer may transfer all your rights to Use the Product to such Managing Party, provided that (a) the Managing Party only Uses the Product for your internal operations and not for the benefit of another third party; (b) the Managing Party agrees to comply with the terms and conditions of this Agreement, and (c) Customer provide Red Pill with written notice that a Managing Party will be Using the Product on your behalf. Customer may not permit third parties to benefit from the use or functionality of the Product via a timesharing, service bureau or other arrangement. Customer may not reverse engineer, decompile, or disassemble the Product, except to the extent the foregoing restriction is expressly prohibited by applicable law. Customer may not modify, or create derivative works based upon, the Product in whole or in part. Customer may not copy the Product or Documentation except as expressly permitted in Section 1 above. Customer may not remove any proprietary notices or labels on the Product. All rights not expressly set forth hereunder are reserved by Red Pill.
- Warranty and Disclaimer. THE SOFTWARE IS PROVIDED “AS IS” AND RED PILL MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE, EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM THE EXTENT TO WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW. RED PILL, ITS SUPPLIERS AND AUTHORIZED PARTNERS MAKE NO WARRANTY, CONDITION, REPRESENTATION, OR TERM (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION, OR FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. WITHOUT LIMITING THE FOREGOING PROVISIONS, RED PILL MAKES NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS.
- No Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL RED PILL OR ITS AUTHORIZED PARTNERS OR SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, WHETHER SUCH DAMAGES ARE CATEGORIZED AS DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY OTHER DAMAGE OR LOSS. This limitation shall not apply to liability for death or personal injury to the extent that applicable law prohibits such limitation. Furthermore, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to Customer. Nothing contained in this Agreement limits Red Pill liability to Customer for Red Pill’s negligence or for the tort of deceit (fraud). Red Pill is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. The foregoing provisions shall be enforceable to the maximum extent permitted by applicable law.
- Indemnification. Customer agree to indemnify and hold Red Pill and its subsidiaries, affiliates, officers, agents, and employees harmless from any claim or demand, including attorney’s fees, made by any third party due to or arising out of Customer’s use of the Product, breach of this agreement, or violation of the rights of another.
- Notice to United States Government End Users. The Product and accompanying Documentation are deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Product and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
- Export Controls. Customer is advised that the Product is of United States origin and subject to United States Export Administration Regulations; diversion contrary to United States law and regulation is prohibited. Customer agree not to directly or indirectly export, import or transmit the Product to any country, end user or for any Use that is prohibited by applicable United States regulation or statute (including but not limited to those countries embargoed from time to time by the United States government). Customer represent that neither the United States Bureau of Industry and Security nor any other governmental agency has issued sanctions against Customer or otherwise suspended, revoked or denied Customer’s export privileges. Customer agree not to Use or transfer the Product for any Use relating to nuclear, chemical or biological weapons, or missile technology, unless authorized by the United States Government by regulation or specific written license. Additionally, Customer agree not to directly or indirectly export, import or transmit the Product contrary to the laws or regulations of any other governmental entity that has jurisdiction over such export, import, transmission or Use.
- High Risk Activities. The Product is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance, including without limitation, in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Product could lead directly to death, personal injury, or severe physical or property damage (collectively, “High Risk Activities”). Red Pill expressly disclaims any express or implied warranty of fitness for High Risk Activities.
- Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of New York. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The United States District Court for the Southern District of Manhattan, and the Superior Court of New York County, New York shall have non-exclusive jurisdiction over all disputes relating to this Agreement.
- Miscellaneous. This Agreement sets forth all rights for the user of the Product and is the entire Agreement between the parties. This Agreement supersedes any other communications, representations or advertising relating to the Product and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of Red Pill. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Red Pill. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
Updated: June 1, 2017