This license supersedes any license which may be included either via downloaded package or shipped media
THIS IS A CONTRACT. BY USING THE FAILPOINTS MONITORING SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DECLINE WHERE INSTRUCTED, AND YOU WILL NOT BE ABLE TO USE THE SOFTWARE. IF APPLICABLE, RETURN THE SOFTWARE PACKAGE AND ALL COMPONENTS OF THIS PRODUCT FOR A REFUND.
DEFINITIONS. “Echo Networks LLC”, having its mailing address at Box 12454, Prescott, Arizona. 86304 USA, throughout this document is hereby known as Echo Networks. FailPoints, a service offered by Echo Networks LLC. The “Agent” or “Software” (Formerly known as the NutPile Networks service) means the code which monitors Internet connectivity, is a computer program, also known as the binary, that will be installed via an installer or manually, the media on which you received it (if any), a hardware device you have purchased from Echo Networks which contains this software, and updates and upgrades to the original Software. “Support Services” means technical support services for the Software as defined in Section 11, “SOFTWARE MAINTENANCE, SUPPORT SERVICES, AND UPDATES”. “Software Maintenance” means the provision of Support Services and Software upgrades or updates for the Software. “Maintenance Period” means the limited time period during which Echo Networks will provide Support Services and Software upgrades and updates to you.
LICENSE SCOPE. These license terms permit installation and use of one copy of the Software on one computer or device, along with other rights, as described below. Before you use the Software under a license, you must assign that license to one device. That device is the “licensed device.” A hardware partition or blade is considered to be a separate device. You may install and use one copy of the Software on the licensed device. The components of the Software are licensed as a single unit. You may not separate the components and install them on different devices.
The Software is licensed, not sold. This License Agreement only gives you some rights to use the Software. Echo Networks reserves all ownership, intellectual property, copyright, and 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. You may not, without prior consent from Echo Networks: 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; publish the Software for other parties to copy; network the Software or otherwise use it on more than one device at a time; use the Software in any way that is against the law; sell, rent, lend, lease, or distribute the Software to other parties; or use the Software for commercial software hosting services.
Closed network versions or custom versions of the Software get their licenses from a server computer within your organization. The Network license agreement is on that server.
BACKUP COPY. You may make copies of the Software solely for backup purposes. You must reproduce and include any and all copyright notices on the backup copy.
UPGRADE OR CONVERSION. To upgrade or convert the Software, you must first be licensed for the Software that is eligible for the upgrade or conversion. Upon upgrade or conversion, this License Agreement takes the place of the agreement for the Software you upgraded or converted from. After you upgrade or convert, you may no longer use the earlier version of the Software you upgraded or converted from.
REVERSE ENGINEERING. Licensee will not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the NutPile Networks Software Agent Technology (collectively, “Reverse Engineering”) or permit or induce the foregoing. If however, directly applicable law prohibits enforcement of the foregoing, Licensee may engage in Reverse Engineering solely for purposes of obtaining such information as is necessary to achieve interoperability of independently created software with one or more Echo Networks services requiring the NutPile Networks Agent Technology, or as otherwise and to the limited extent permitted by directly applicable law, but only if: (a) Reverse Engineering is strictly necessary to obtain such information; and (b) Licensee has first requested such information and permission from Echo Networks. Any information supplied to or obtained by Licensee under this section is confidential information of Echo Networks Agent subject to the obligations of Section [confidentiality], may only be used by Licensee for the purpose described in this section, and will not be disclosed to any third party or used to create any software which is substantially similar to the expression of the NutPile Networks Agent Technology.
SUBSCRIPTION SOFTWARE. If you enable certain features on a subscription basis, your rights to use the Software or certain features are limited to the subscription period. You may have the option to extend the subscription or convert to a perpetual license. If you extend the subscription, you may continue using the Software until the end of the extended subscription period. After expiration of the subscription period without extension or conversion, the Software or certain features will stop functioning and licensing rights will end.
DOCUMENTATION. The electronic documentation included with the Software may be copied and used for internal purposes only. You may not sell, rent, lend, provide or distribute the Software documentation, either electronic or physical, to third parties.
ACADEMIC EDITION SOFTWARE. Echo Networks may make some software or source code available for academic purposes. You must be a qualified academic user to purchase and/or use Student, Academic, and Course License editions of the Software. Contact Echo Networks to learn if you are a qualified academic user.
NOT FOR RESALE SOFTWARE. You may not sell software marked “NFR” or “NOT FOR RESALE.” Software provided by Echo Networks is to be used with our services only. Echo Networks is a SaaS (Software as a service) model where the agent (Software) functions only with an account which you have created on one or more Echo Networks services.
SOFTWARE MAINTENANCE, SUPPORT SERVICES, AND UPDATES. If the Software was provided with Software Maintenance, you are entitled to Software updates and upgrades and Support Services free of charge during the Maintenance Period only, provided the Software is used in compliance with this License Agreement. Software updates and upgrades and Support Services provided under your Maintenance plan are for your use only and not for distribution to or use by others. Without a current Software Maintenance plan, Support Services, Software upgrades and updates may not be available to you. If the Software is used in breach of this License Agreement, you will not be able to receive Software updates, upgrades, or Support Services, even if you have paid the Software Maintenance fee.
Support Services are available for commercial clients in the form of live support via telephone, e-mail, web portal, or web chat during technical support operating hours. Telephone and chat support is not available for student versions of Software. Support Services are not available at your physical site. Self-serve support in the form of searchable knowledge base articles, forums, and other resources is available 24 hours per day, 7 days per week. Support Services are limited to: assistance with Software installation, activation, transfers, error messages, bugs, or operational problems. Support Services are limited to the platforms and Software versions listed within any of the Echo Networks services. Support Services do not include: auditing and de-bugging of models; complete installation services; Software training; consulting or model building; automation or customization of models; hardware troubleshooting or diagnosis; any other services not specified above.
During the provision of Support Services, you agree to follow Echo Networks recommendations and provide all information reasonably requested to resolve a problem. Such information may include but is not limited to: your name and company; serial number or activation ID; Software name and version; host application and operating system information; error messages; screen captures; access to view your computer via TeamViewer(tm) or similar desktop-sharing software as much as is feasible; models or output data as much as is feasible. You also agree to install the latest updates, upgrades, or patches recommended to resolve a problem.
LIMITATION ON AND EXCLUSION OF DAMAGES FOR PAID EDITIONS OF THE SOFTWARE. YOU CAN ONLY RECOVER FROM Echo Networks AND ITS SUPPLIERS DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SOFTWARE. YOU CANNOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES. This limitation applies to anything related to the Software or Support Services (including your use of, the results of your use of, or your inability to use the Software or Support Services), and to claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by law. It also applies even if repair, replacement, or refund for the Software or Support Services does not fully compensate you for any losses, or if Echo Networks knew or should have known about the possibility of the damages. Some states or countries do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.
LIMITED WARRANTY. If you follow the User Guide documentation provided with the Software, Echo Networks warrants the Software will perform substantially as described in the documentation. Echo Networks does not warrant or guarantee nor make any representations regarding the use of the Software in terms of correctness, accuracy, reliability, currency or otherwise; and you rely on the Software and results solely at your own risk. This Limited Warranty covers paid Software for 90 days after first purchase and is indefinite when using our free software. If you receive updates, upgrades, or replacement paid software during the 90 day period, the Limited Warranty will apply for 30 days or the remainder of the warranty period, whichever is longer. This Limited Warranty does not cover problems caused by your acts (or failure to act), the acts of others, or events beyond Echo Networks reasonable control.
In the event the Software does not meet this Limited Warranty, Echo Networks will repair or replace the paid Software at no charge. If Echo Networks cannot repair or replace the Software, we will refund the amount shown on your receipt or paid invoice for the Software. You must uninstall the Software and return any media and other associated materials (such as printed documentation) to Echo Networks with proof of purchase to obtain a refund. These are your only remedies for breach of this Limited Warranty.
The above is the only warranty of any kind, either expressed or implied. Echo Networks excludes the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. This warranty gives you specific legal rights and you may have other rights that vary from state to state, or in other countries. NutPile Networks provides Support Services without warranty of any kind. The Limitation On and Exclusion of Damages clause above applies to breaches of this Limited Warranty.
TERM. This license is effective until terminated. This license will terminate if you fail to comply with any term or condition of this Agreement. You agree, upon such termination, to cease using and destroy all copies of the Software and documentation. You will not receive a refund if the license terminates from your breach of this Agreement.
EXPORT RESTRICTIONS. The Software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users, and end use.
ENTIRE AGREEMENT. This Agreement, together with any addendum or amendment included with the Software or Support Services, forms the entire Agreement for the Software and Support Services.
GOVERNING LAW. This License Agreement shall be governed by the laws of the State of Arizona, United States of America and shall inure to the benefit of Echo Networks, its successors, administrators, heirs, and assigns. If you acquired the Software outside the United States, the laws of that country may apply.
Copyright – Echo Networks LLC – 2014-2019