Last updated [October 19, 2018]
MEMEOIS, INC. (“MEMEOIS”) LICENSES THIS SOFTWARE PRODUCT TO YOU SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT” or “EULA”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS COMPUTER SOFTWARE AND THE ACCOMPANYING DOCUMENTATION (THE “SOFTWARE”). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THIS EULA, NOT SOLD TO YOU. BY INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS EULA, DO NOT INSTALL, COPY OR USE THE SOFTWARE AND YOU SHOULD RETURN THE PACKAGE TO THE PLACE WHERE YOU GET IT WITHIN THIRTY (30) DAYS.
THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND MEMEOIS. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH MEMEOIS RELATING TO THE SOFTWARE.
Assent to Be Bound
By clicking the “I accept the terms…” checkbox on the beta tester page, by executing a written copy of this Agreement, or by installing, copying or otherwise using this Software, you agree to be bound by the terms of this Agreement. If you do not agree with any term or condition, do not download, order, open, install or use the Software or product package. Contact Memeois to arrange the return of the Software and accompanying materials to Memeois at no charge to you.
THE BETA SOFTWARE LICENSED HEREUNDER IS BELIEVED TO CONTAIN DEFECTS AND A PRIMARY PURPOSE OF THIS BETA TESTING LICENSE IS TO OBTAIN FEEDBACK ON SOFTWARE PERFORMANCE AND THE IDENTIFICATION OF DEFECTS. LICENSEE IS 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/OR ACCOMPANYING MATERIALS.
You agree that, unless otherwise specifically provided herein or agreed by the Memeois in writing, the Software and the Documentation, including the specific design and structure of individual programs and the Software, provided to you by Memeois constitute confidential proprietary information of Memeois. You shall permit only authorized users, who possess rightfully, obtained license keys, to use the Software or to view the Documentation. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Memeois. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by Memeois. You will use your best efforts to cooperate with and assist Memeois in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
It is expressly understood, acknowledged and agreed that you shall, regardless of whether or not formally requested to do, provide to Memeois reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, “Feedback”). If you provide such Feedback to Memeois, you shall grant Memeois the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Memeois product, technology, service, specification or other documentation (individually and collectively, “Memeois Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Memeois Product; (iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Memeois Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Memeois to comply with any additional obligations with respect to any Memeois Products that incorporate any Feedback.
Grant of License
Subject to the terms and conditions of this Agreement, Memeois hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to use the Software in accordance with the Documentation solely for purposes of internal testing and evaluation, and (ii) to copy Software for archival or backup purposes, provided that all titles and trademarks, copyright, and restricted rights notices are reproduced on such copies.
Restrictions on Grant
Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by Memeois; (c) separate Software, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent enforcement of the foregoing is prohibited by applicable law). If applicable law prohibits enforcement of this clause, you may engage in reverse engineering solely to obtain information necessary to achieve interoperability with the Software, but only if: (a) reverse engineering is strictly necessary to obtain such information; and (b) you have first requested such information from Memeois failed to make such information available under reasonable terms.