Alertus Technologies, LLC End User License Agreement
Updated: February 4, 2021
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS ARE ACCEPTED BY DOWNLOADING AND/OR CONFIGURING THIS PRODUCT AND GOVERNS YOUR USE OF THE PRODUCT.
THIS AGREEMENT CONSTITUTES A BINDING CONTRACT BETWEEN YOU AND ALERTUS TECHNOLOGIES, LLC. BY SIGNING A PURCHASE ORDER THAT INCORPORATES THIS AGREEMENT AND/OR DOWNLOADING THE SOFTWARE YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, AND “YOU” AND “YOUR” AS USED HEREIN SHALL REFER TO SUCH ENTITY.
Please read the following terms and conditions before using the Alertus software (the "Software") provided by Alertus Technologies LLC, ("Alertus") for use stand-alone or in conjunction with related services (the "Services"). If you do not agree with these terms, do not install or use the Software, or if already installed, then uninstall.
You understand and agree that for the Software and Services to be functional, the Software must communicate with central servers. To ensure the highest performance, the Software and servers may communicate technical data to Alertus. The Software does not monitor or report back to Alertus any information about your personal computer usage or websites you visit. The Software communicates only in connection with providing stated functionality. You hereby consent to such communications. If you wish to withdraw your consent to this communication, please uninstall the Software.
CONSENT TO INSTALLATION AND RIGHT TO UNINSTALL. You understand that you may uninstall any of the Software at any time yourself without assistance from Alertus. However, by uninstalling the Software, you will be unable to receive alerts and assess related Services.
You understand and agree that installation of the Software permits the downloading to your computer by your institution or Alertus of software which allows us to update the Software for the purpose of fixing product defects, enhancing the alerting or other functionality, or providing enhancements to improve your interaction with the Software and that such updates may occur without notice to you. You agree to accept all such updates and agree that they are and shall be governed by this Agreement unless superseded by a successor agreement.
1. LICENSE GRANT. Alertus grants to you a non-exclusive and non-transferable license to use the Software and related documentation for your internal use in accordance with and for the term (if any) specified in any applicable Order, Entitlement, and Supplemental terms. If your use of the Software exceeds your Entitlement, you will pay for your excess use as required. You may use the Software on any single computer for personal use unless otherwise agreed to in writing by Alertus.
2. OWNERSHIP. Title, ownership rights, and intellectual property rights in the Software, the data displayed by the Software, and the Services (including, without limitation, all text, graphics, music or sounds, all messages or items of information, themes, objects, effects, diagrams, concepts, videos, audio-visual effects, domain names and any other elements which are part of the Software, individually or in combination) and any and all copies thereof are owned by Alertus Technologies, LLC and/or its licensors. The Product is protected by national and international laws, copyright treaties and conventions, and other laws. This Product may contain certain licensed materials and, in that event, Alertus’ licensors may protect their rights in the event of any violation of this Agreement. Any reproduction or presentation of these licensed materials in any way and for any reason is prohibited without Alertus’ prior permission and if applicable, Alertus’ licensors’ and representatives’. Except as expressly set forth in this EULA, all rights not granted hereunder to You are expressly reserved by Alertus. This License confers no title or ownership of the Product and should not be construed as a sale of any rights in the Product. You authorize Alertus to use any feedback and ideas you provide in connection with your use of the Software for any purpose.
3. LIMITATIONS AND RESTRICTIONS. Unless expressly authorized by Alertus in writing or otherwise permitted under applicable law, you will not: (i) rent, lease, sell, resell, transfer, sublicense, or assign your rights under this license (except as expressly provided herein), or permit other individuals to use the Software (except under the terms listed herein) (ii) modify, adapt, or create derivative works; (iii) reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive the source code, (iv) remove, modify, or conceal any product identification, copyright, proprietary, intellectual proprietary notices or other marks; (v) compile and/or re-distribute the content, historical or current, for any purpose; (vi) permit use of the Software on digital signage systems; (vii) copy the Software other than as specified above.
4. YOUR USE (INCLUDING AUTHORIZED USERS) OF THE SOFTWARE. You may allow Authorized Users to use the Software solely on your behalf for your internal operations. You are responsible for ensuring that Authorized Users comply with the terms of this EULA, and you are liable for any breach of the same by such Authorized Users. If you have purchased the Software under a particular Alertus buying program, further restrictions may apply. To the extent permitted by applicable law, you must ensure that third parties using the Software on your behalf bring all claims related to the Software to through you and waive all claims directly against Alertus related to those claims.
4.1. You acknowledge and agree that all notification content is Your sole responsibility, including and not limited to the use of Alertus provided templates and pre-configured messages. You are solely responsible for the content and integrity of Your use and notification content.
4.2. You will comply with all applicable laws and regulations when sending notifications to end-points such as but not limited to phone numbers and e-mail addresses. You will not knowingly send any content which infringes the intellectual property rights of any party, is invasive of another’s right to privacy or violates any privacy laws, including Your own policies. You will not use or permit the use of the Software to engage in any illegal, unethical, deceptive, or misleading practices, nor conduct unsolicited or spamming messages.
4.3. You agree to maintain all security regarding Your software account ID, password(s), and connectivity with the software and the activation endpoints. You are responsible for the network security that allows access to the software. You are responsible for all of the notifications transmitted through the Software. If Your network security is compromised and/or your Software account ID or password is stolen or otherwise compromised, and used for malicious or accidental purposes, You are responsible for all notifications sent using the stolen account information.
4.4. You acknowledge and agree that the Software is merely a passive conduit for the distribution and transmission of notification content by You and Your users. You agree that Alertus has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of any notification content or other data input into the Software. Under no circumstances will Alertus or any of its service providers or licensors be responsible for any loss or access to the notification content or other data input into the Software, including any mistakes or errors contained in any notification content or other data input into the Software or the use or transmission of the notification content or other data input into the Software, any infringing notification content or other data input into the Software, or the failure of a notification to reach its intended recipient(s).
5. "AS IS" WARRANTY.
5.1. THE SOFTWARE AND THE SERVICES ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
5.2. More specifically, Alertus does not warrant that the functions included in the Software or the Services will meet your requirements or that the operation of the Software or the Services will be uninterrupted or error-free. Alertus does not warrant that files or data sent by or to you will be transmitted in uncorrupted form or within a reasonable period of time. Alertus does not warrant the accuracy of the data and bears no liability for missing or unavailable data. You bear the entire risk as to the use, quality, and performance of the Software and the Services.
5.3. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to you.
6. TERMINATION. The license will terminate automatically if you fail to comply with the limitations described herein or if the Services are terminated or expire. On termination of this license, you must destroy all copies of the Software in your possession or control.
7. EXPORT CONTROLS. THE SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES IN A MANNER THAT IS PROHIBITED BY APPLICABLE EXPORT LAWS AND REGULATIONS. BY DOWNLOADING OR USING THE SOFTWARE OUTSIDE THE UNITED STATES, YOU ASSUME RESPONSIBILITY FOR COMPLIANCE WITH THE FOREGOING.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL ALERTUS OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ALERTUS SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT, BUT ONLY TO THE EXTENT, 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 YOU.
8.1. Under no circumstances will Alertus or any of its licensors or suppliers be responsible for any loss, damage or liability arising out of any notification content, including any mistakes or other errors contained in the notification content, the use or transmission of any notification or its content, or the failure of any notification or its content to reach its intended recipients.
9. INDEMNITY. You are solely responsible for any damage caused to Alertus, its licensors, channel partners and associated service provider and other subcontractors, other users of the software or any other individual or legal entity as a result of Your violation of this EULA. YOU HEREBY AGREE TO DEFEND, INDEMNIFY AND KEEP INDEMNIFIED ALERRTUS AND ITS AFFILIATES, THEIR LICENSORS, CHANNEL PARTNERS AND ASSOCIATED SERVICE PROVIDERS AND THEIR SUBCONTRACTORS AGAINST ANY CLAIM OR ALLEGED CLAIMS, LIABILITIES, LOSSES DAMAGES AND ALL COSTS (INCLUDING LAWYERS’ FEES), DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO YOUR FAULT AND/OR RESULTING FROM (A) A VIOLATION OF ANY PROVISION OF THIS EULA OR (B) YOUR USE OR MISUSE OF THE SOFTWARE. Alertus reserves the right to take sole responsibility, at its own expense, for conducting the defense of any claim for which You agreed to indemnify Alertus. The provisions of this Section 6 shall remain in force after termination of this EULA.
10. HIGH-RISK ACTIVITIES. This specific Software is not fault-tolerant and is not designed, manufactured, nor intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software could lead directly to death, personal injury, or severe physical or environmental damage ("High-Risk Activities"). Alertus and its licensors specifically disclaim any express or implied warranty of fitness for High-Risk Activities.
11. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR51.227-19 when applicable, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or at 252.211-7015, as applicable, and in similar clauses in the NASA FAR Supplement. Contractor/Manufacturer is Alertus Technologies, LLC, 11720 Beltsville Drive, 9th Floor, Beltsville, Maryland 20705.
12. THIRD-PARTY SOFTWARE. Installation and use of any plug-ins or other third-party software are subject to the terms and conditions of any licenses distributed with or relating to such plug-ins or third-party software. Alertus does not provide support or guarantee ongoing integration support for products that are not a native part of the Software.\
13. AMENDMENT. Alertus may, in its sole discretion, change, modify, add or remove portions of this license at any time. Alertus may notify you of any such changes by posting notice of such changes on the Alertus website(s) or sending notice via email, postal mail, or other means. Your continued use of the Software and Services following notice of such change shall be deemed to be your acceptance of any such modification. If you do not agree to any such modification, you must immediately stop using the Software and the Services.
14. ALERTUS PARTNER TRANSACTIONS. If you purchase Alertus Software and/or services from an Alertus Partner: (i) the terms of this EULA apply to your use of the Software and/or Services; and (ii) the terms of this EULA prevail over any inconsistent provisions in your purchase order with the Alertus Partner.
15. MISCELLANEOUS. This Agreement represents the complete agreement concerning the subject matter hereto. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by Maryland law (except for conflict of law provisions). The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
15.1. Governing Law. The Agreement shall be enforced and interpreted under the laws of the State of Maryland (without regard to its choice of law or conflict of law provisions), and You consent to the exclusive jurisdiction and venue of any state or federal court located in the State of Maryland, and agree that any and all disputes that may arise from the Agreement or to recover for its breach shall be litigated in a state or federal court located in Maryland.
CONTACT
Alertus Customer Support: (202) ALERTUS, Option 2