EULA

End-User License Agreement ("Agreement")

Last updated: June 19, 2023

Please read this End-User License Agreement carefully before clicking the "I Agree" button, downloading or using BASHR Toolkit.

1. Interpretation and Definitions

1.1 Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

1.2 Definitions

For the purposes of this End-User License Agreement:

"Agreement" means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.

"Application" means the software program provided by the Company downloaded by You to a Device, named BASHR Toolkit and its collective parts such as, but not limited to, Kitbox, Maya Tools.

"Company" (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Cubemesh MB, a Lithuanian limited liability company with corporate registration number 306336936, having its registered address at Svitrigailos g. 11K-109, LT-03228 Vilnius, Lithuania.

"Country" refers to: Lithuania

"Device" means any device that can access the Application such as a computer, a cellphone, a digital tablet, a hardware partition, or a virtual machine.

"Third-Party Services" means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.

"Publicly Available Software" means any software that requires as a condition of use, modification and/or distribution of such software that such software or other software incorporated into, derived from or distributed with such software (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge. Publicly Available Software includes, without limitation, software licensed or distributed under any of the following licenses or distribution models, or licenses or distribution models similar to any of the following: (i) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (ii) the Artistic License (e.g., PERL); (iii) the Mozilla Public License; (iv) the Netscape Public License; (v) the Sun Community Source License (SCSL); (vi) the Sun Industry Source License (SISL); and (vii) the Apache 2.0 Software license.

"You" ("the Customer", or "Your") means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.

"Consumer" means a Customer that is an individual physical person accessing the Application for purposes outside of that individual’s trade, business, craft or profession, provided that such individual is not making any commercial use of the Application (meaning for no direct or indirect income-generating purposes).

"User" means any end-user of the Application, regardless of it being an employee, consultant or other representative of You, or a Customer that is a Consumer.

The Company and the Customer are hereinafter individually also referred to as a "Party" and jointly the "Parties"

2. Acknowledgment

This Agreement shall be deemed executed and binding upon the Parties upon Your acceptance of this Agreement or installation or use (whichever is earlier) of the Application, as defined below, (the "Effective Date") which installation or use shall also constitute Your approval of this Agreement.

The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.

3. License

3.1 Scope of License

Subject to this Agreement and provided that You have duly paid any applicable fees, You are hereby granted by the Company a non-exclusive, non-transferable, non-licensable, non-assignable, revocable, personal and time-limited license to install and use the Application in compliance with this Agreement, for Your own use by a single User (the "License"). The license is effective under the subscription period as indicated under the purchasing terms or until terminated.

For each copy and User of the Application, You must hold one (1) valid License.

It is acknowledged that the Application may include Publicly Available Software, and it is agreed that for any parts of the Application to which such Publicly Available Software applies, the terms and conditions of such Publicly Available Software shall apply in lieu of this Agreement. A list of applicable Publicly Available Software and their governing licenses from time to time is available at request to info@bashr.io. It is acknowledged that the terms of such governing licenses may be changed by the relevant rights-owner at any time. It is explicitly acknowledged and agreed that any such change of terms shall be without liability for the Company towards the Customer.

3.2 License Restrictions

You agree not to, and You will not permit others to:

a. License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.

b. Copy or use the Application for any purpose other than as permitted under the above section 'License'.

c. Modify, disassemble, decrypt, reverse compile or reverse engineer any part of the Application, modify or create derivative work of this Application or otherwise change the whole or any part of the Application nor permit the whole or any part of the Application to be combined with or become incorporated in any other software.

d. Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.

e. Use the Application in any way which breaches any applicable local, national or international law.

4. Fees and Payment

This Section will apply to your payment of License fees unless payment conditions are set out in third party terms and conditions made available by our reseller(s) or payment service providers in connection with your purchase ("Reseller Terms"), in which case such Reseller Terms shall prevail. You shall pay applicable License fees for use of the Application, as specified in the Agreement, any defined price schedule provided by the Company or, where applicable, in the Reseller Terms. In case no compensation is established under the Agreement, separate price schedule or Reseller Terms, You shall pay Our prices as set forth, from time to time, in Our current price list, as made available on Our website or in the Application.

Applicable License fees are payable monthly in advance, commencing as of the date of the Agreement.

All Our fees and prices are set forth exclusive of VAT and other taxes, duties and charges.

We may change the applicable License fees from time to time. Any such changes shall be communicated to You with reasonable prior notice. Adjusted License fees will become effective at the earliest as of the second calendar month after the adjusted License fee was communicated to You. To the extent permitted by applicable law, You shall be deemed to have accepted any adjusted License Fee by continuing to use the Application after the adjusted License Fee has taken effect. Should You object to any adjusted License Fee, You shall be entitled to terminate the License hereunder, provided such termination notice is served before the adjusted License Fee comes into effect.

5. Intellectual Property

The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.

The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.

6. Your Suggestions

Any feedback, comments, ideas, improvements or suggestions provided by You to the Company with respect to the Application shall remain the sole and exclusive property of the Company.

The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.

7. Modifications to the Application

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.

7.1 Updates to the Application

The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.

Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.

You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.

7.2 Maintenance and Support

The Company does not provide any maintenance or support for the download and use of the Application. To the extent that any maintenance or support is required by applicable law, the Company shall be obligated to furnish any such maintenance or support.

8. Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You must comply with applicable Third parties' Terms of agreement when using the Application. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties' Terms and conditions.

9. Privacy Policy

The Company collects, stores, maintains, and shares information about You in accordance with Our Privacy Policy: https://www.bashr.io/legal/privacy-policy

By accepting this Agreement, You acknowledge that You hereby agree and consent to the terms and conditions of Our Privacy Policy.

10. Audit Rights

During the Term (as defined below) and for 6 months thereafter, the Company may audit (or have a third party audit on its behalf) the Customer’s use of the Application at 10 days’ prior written notice. The Customer shall cooperate with the auditor, including by providing access to any books, computers, records or other information that relate or may relate to the Customer’s use of the Application. Such an audit shall not unreasonably interfere with the Customer’s business activities. If the Company discovers unauthorized use of the Application, the Customer shall reimburse the Company for any reasonable costs and expenses incurred by the Company to perform the audit in addition to such other rights and remedies as the Company may have hereunder.

11. Term and Termination

This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer.

Upon termination of this Agreement, You shall cease all use of the Application and delete all copies of the Application from your Device.

If the Customer is in delay or in breach of any applicable payment terms, We are entitled to immediately terminate this Agreement, any License and any Users’ access to and right of use to the Application.

Termination of this Agreement will not limit any of the Company's rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.

12. Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

13. No Warranties

The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.

14. Limitation of Liability

The Company’s aggregate liability for damages hereunder shall without prejudice to any other limitations hereunder be limited to a maximum amount corresponding to the License fee (excluding VAT) paid by the Customer during the three (3) months immediately preceding the occurrence of the circumstances giving rise to the claim.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

15. Force Majeure

Performance by the Company of its obligations under this Agreement shall be excused for a period that is reasonable under the circumstances if failure or delay thereof is caused by any unforeseeable events or circumstances beyond the Company’s control and which could not have been reasonably foreseen or reasonably circumvented after occurrence, such as changes in laws and regulations or in the interpretation thereof, acts of authorities, war, acts of war, terrorism, labor disputes, blockades, pandemics, major accidents or currency restrictions.

16. Severability and Waiver

16.1 Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

16.2 Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

17. Product Claims

The Company does not make any warranties concerning the Application.

18. United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

19. Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.

By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.

20. Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.

21. Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.

You may be subject to additional terms and conditions that apply when You use or purchase other Company's services, which the Company will provide to You at the time of such use or purchase.

22. Contact Us

If you have any questions about this Agreement, You can contact us by email: info@cubemesh.xyz

Disclaimer

All third-party trademarks (including logos and icons) referenced by BASHR Toolkit (“BASHR”) remain the property of their respective owners. Unless specifically identified as such, BASHR’s use of third-party trademarks does not indicate any relationship, sponsorship, or endorsement between BASHR and the owners of these trademarks. Any references by BASHR to third-party trademarks are to identify the corresponding third-party goods and services and shall be considered nominative fair use under the trademark law.

Copyright © 2023 Cubemesh, MB
info@cubemesh.xyz

All Rights Reserved.