PLEASE READ CAREFULLY THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”), WHICH CONSTITUTES A BINDING AGREEMENT BETWEEN YOU (OR THE COMPANY YOU REPRESENT) (COLLECTIVELY “YOU” OR “YOUR”) AND UNRAVEL CONSULTING, LLC, DOING BUSINESS AS, IMPERIAL TERRAIN (“IMPERIAL TERRAIN”) OWNER OF TERRAINMACHINE.COM.
By clicking the "Download” links found on the Terrain Machine application and/or by purchasing, installing, or using the licensed design (Design), You acknowledge that you have fully read, understand, and agree to be bound by this Agreement, in addition to any other supplemental terms and policies that this Agreement expressly incorporates by reference, which are thereby made part of this Agreement;
You represent that you are 18 years of age or older and You have the authority to enter into this agreement personally, or if on behalf of a company entering into this Agreement, to bind that company to the terms of this Agreement; and
You acknowledge and agree that the language of this Agreement is hereby expressly agreed to be the English language. By entering into this Agreement, You hereby irrevocably and unconditionally waive any law applicable to You requiring that this Agreement be translated to meet Your language.
If You do not agree to this Agreement, You should not purchase, install, download or use the Design. There are No Refunds. Your license for Terrain Machine is nonreturnable and nonrefundable.
The Designs transacted through the Website and Terrain Machine application are licensed, not sold, to You for use only under the terms of this Agreement. Subject to the terms and conditions of this Agreement, Imperial Terrain grants to You a limited, non-transferable, non-assignable, non-exclusive, fully paid, revocable, non-sublicensable license, during the Term (defined below) to permit You and those individuals authorized by You or Your company (“End Users”) to:
Licensing options above and beyond the usage described in this Agreement may be available for some Designs. Please contact the Designer directly for more information at firstname.lastname@example.org to inquire into a commercial license agreement.
Except for the License, You are granted no other right in or to the Design, whether by implied license, estoppel, patent exhaustion, operation of law, or otherwise. You shall be primarily responsible and liable for the acts and omissions of any access to the Designs on Your behalf.
Without limitation, below are examples of uses that are NOT permitted under this Agreement and require purchase of a separate license from Imperial Terrain:
Any attempt to do so is a violation of the rights of the Designer and/or Imperial Terrain. If You breach this restriction, You may be subject to prosecution and damages. The above restrictions are limitations on the License where applicable, and Your full compliance with the above is a condition to the License.
The Design may include third party software components incorporated into or distributed with the Design and are subject to open source and/or pass-through commercial licenses and/or notices (“Open Source Licensed Software” and “Open Source Licensed Software Terms and Notices”, respectively). You acknowledge any such Open Source Licensed Software is not licensed under (and is not subject to the terms of) this Agreement, and instead is separately licensed to you pursuant to the Open Source Licensed Software Terms and Notices, and to the extent any conflict exists between this Agreement and any Open Source Licensed Software Terms and Notices, the latter shall control. Any covenants, representations, warranties, guarantees, conditions, indemnities or other commitments made by Imperial Terrain in this Agreement concerning the Licensed Software (if any), are made by Imperial Terrain and not by any authors, licensors, or suppliers of, or contributors to, such Open Source Licensed Software. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, Imperial Terrain does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification, with respect to any Open Source Licensed Software.
OWNERSHIP & INTELLECTUAL PROPERTY:
You hereby acknowledge the Design is or may be protected by intellectual property rights laws, including without limitation copyrighted material, patented technology, trademarks and tradenames, trade secrets and other proprietary material and information of Designers and/or Imperial Terrain and licensors. You will not remove, alter, or destroy any form of copyright notice, trademark, patent or other proprietary markings, or confidential legends placed upon or contained within the Designs, Documentation, or any component thereof.
You hereby acknowledge You acquire no ownership interest in the Designs by virtue of, purchasing, downloading, printing or otherwise using the Design. Imperial Terrain reserves all right, title, and interest not expressly granted to You.
And You further acknowledge the Designs contain information and materials that are or may be confidential and proprietary to Imperial Terrain, and therefore You agree that a breach or threatened breach of the License restrictions and Intellectual Property rights set forth above may cause Imperial Terrain to suffer irreparable harm for which monetary damages will be inadequate, and accordingly, if Imperial Terrain seeks an injunction, specific performance, or other equitable relief to enforce any provision under this Section, Imperial Terrain shall not be required to post a bond or to prove the likelihood of irreparable harm.
Imperial Terrain warrants the Design will perform as outlined in the user documentation in effect at the time of the commencement of the License for the limited warranty period following receipt of the Design. As used in this Section, “Limited Warranty Period” means One (1) Month.
Imperial Terrain will correct substantial malfunctions occurring during this warranty period provided that such malfunctions are reproducible, your product is properly registered, and you give immediate notice and sufficient detail of such malfunctions to Imperial Terrain. Non-substantial variation from the agreed upon functionalities shall not be considered and does not establish any warranty rights. Imperial Terrain will have no responsibility in the event you fail to provide proof you licensed Imperial Terrain models from Imperial Terrain.
This limited warranty does not apply to software provided to you free of charge, for example, updates, pre-release, tryout, product samplers, not for resale copies of software, or to any software that has been altered by user, to the extent such alterations caused a defect. You acknowledge this Limited Warranty section is an essential term of the Agreement between You and Imperial Terrain.
You expressly acknowledge and agree that use of the design is at Your sole risk and that the entire risk as to satisfactory quality, performance, accuracy, safety, and effort is with You. To the fullest extent permitted by law and not inconsistent with the Limited Warranty, the Design and any support services performed or provided by Imperial Terrain are provided “as is”, without warranty.
Imperial Terrain hereby disclaims all warranties and conditions with respect to the Design and any services provided, express, implied or statutory, including, but not limited to, the implied warranties and/or conditions of merchantability, of satisfactory quality, of fitness for a particular purpose, of accuracy, of quite enjoyment, and non-infringement of third-party rights, including intellectual property rights.
Imperial Terrain does not warrant against interference with Your enjoyment of the Design; the functions contained in, or services performed or provided by, the Design will meet Your requirements; the operation of the Design or services will be uninterrupted or error-free, or defects in the Design or services will be corrected. No oral or written information or advice given by Imperial Terrain or its authorized representative shall create a warranty.
****Some Jurisdictions do not allow for the exclusion of implied warranties or limitations on applicable statutory rights of a consumer, and the exclusions in this Section, without regard to the enforceability of the entire Agreement, may not apply to You*****
LIMITATION OF LIABILITY:
In no event will Imperial Terrain be liable under, or in connection with this Agreement, for: (a) any consequential, indirect, special, incidental, or punitive damages; (b) any loss of profits, loss of business, loss of revenue, or loss of anticipated savings; (c) any loss of or damage to data, reputation, or goodwill; and (d) the cost of procuring any substitute goods and services. The combined agreed liability of Imperial Terrain under this Agreement shall not exceed the cost of the Design paid by You.
The foregoing exclusions and limitations shall apply: (a) even if Imperial Terrain has been advised, or should have been aware of the possibility of losses, damages, or costs; (b) even if any remedy in this Agreement fails for lack of essential purpose; and (c) regardless of the theory or basis of liability (including without limitation breach of contract, tort, negligence and strict liability). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to You, such exclusions and limitations shall not apply. You acknowledge and agree that this section Limitation of Liability is an essential term of this Agreement.
In the event of any third party demand, claim, suit, action and/or proceeding against Imperial Terrain, and/or any of the foregoing entities’ respective directors, officers, employees, agents, representatives, customers, suppliers, or licensors (each, an “Indemnitee”), and it is based upon or arises from Your: (a) use of the Design, in printed form or in digital and/or software form (or part thereof; (b) breach of any provision of this Agreement; and/or (d) violation of any Law applicable to You, (each of the foregoing, a “Claim”) then, upon written request by Imperial Terrain (to be decided in its sole discretion), You agree to assume full control of the defense and settlement of the Claim; provided, however, that (a) Imperial Terrain reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Claim; and (ii) You shall not settle any Claim, or admit to any liability thereunder, without the prior express written consent of Imperial Terrain.
In addition, and regardless of whether (or the extent to which) You participated in the defense and/or settlement of a Claim, You agree to indemnify and hold harmless the Indemnitee for and against: (a) any costs and expenses (including without limitation reasonable attorneys’ fees) incurred by the Indemnitee in the defense of such Claim; and (b) any amounts awarded against, or imposed upon, the Indemnitee under such Claim, or otherwise paid in settlement of the Claim (including without limitation damages, losses, liabilities, and fines).
This Agreement commences on the Effective Date and will remain in full force and effect unless and until this Agreement is terminated in accordance with this Section (the “Term”).
This Agreement and the License are effective until terminated. Imperial Terrain reserves the right to: (a) immediately terminate this Agreement, or otherwise modify, suspend or discontinue Your access to and use of the Design (or any part thereof), without any notice to you, in the event You commit any breach under this Agreement; and/or (b) terminate this Agreement for convenience at any time upon e-mail notice to you, which will be deemed given upon transmission. Your sole remedy in the event You object to any provision of this Agreement or become dissatisfied with the Licensed Software, is to terminate this Agreement.
CONSEQUENCES OF TERMINATION; SURVIVAL:
Upon termination of this Agreement: (a) the License will automatically terminate; (b) You shall immediately cease all access to and use of the Design; and (c) You shall, unless directed otherwise by Imperial Terrain in writing, promptly uninstall and permanently delete any and all copies of the Design installed on Your Device, and, as directed in writing by Imperial Terrain, return, permanently delete, or destroy any other information or materials that are proprietary to Imperial Terrain.
Thereafter, You may be requested to certify to Imperial Terrain in writing that You have complied with Your obligations in this Section.
Termination of this Agreement shall not affect any right or liability accrued by either You or Imperial Terrain as of the date of termination. Any provision in this Agreement that is stated to survive termination, shall survive.
GOVERNING LAW AND JURISDICTION:
This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of the United States of America and the local laws of the State of Texas, without regard to the choice of laws. In the event of a dispute arising under or related to this Agreement, Customer agrees to submit to the sole and exclusive jurisdiction and venue for any such litigation to the U.S. District Court for the Western District of Texas, Austin Division, or a state court of competent jurisdiction in Travis County, Texas. Customer hereby irrevocably consent to the venue and personal jurisdiction of those courts.
Furthermore, You: (a) agree that any proceedings to resolve or litigate any claim, dispute or controversy will be conducted solely on an individual basis (and not in any class action or class-wide proceeding), and that You may initiate such proceedings only on its own behalf; and (b) agree not to participate in claims, disputes, or controversies brought in an attorney general or representative capacity, or in consolidated claims, disputes, or controversies involving another end user.
Notwithstanding anything in this Agreement to the contrary, Imperial Terrain may seek injunctive relief, specific performance, and/or other equitable relief in any court worldwide that has competent jurisdiction.
Unravel Consulting, LLC dba Imperial Terrain:
3903 S. Congress Ave #40951, Austin, TX 78704