END USER LICENSE AGREEMENT
This End User License Agreement (this “EULA”) is part of an agreement (the “Client Agreement”) between Steelcase Inc., a Michigan corporation (“Steelcase”, “we”, “our”, or “us”), and the client (“Client”) that has purchased a subscription and license to use certain proprietary software of Steelcase and its licensors. This EULA governs use by Client and all natural persons to whom Client provides access to the Software (each, an “Authorized User”). In this EULA, unless the context clearly indicates otherwise, all references to “you” or “your” mean both the Client and the individual Authorized User.
BY CHECKING THE “I ACCEPT” BOX WHEN YOU LOG IN TO USE THE SOFTWARE, YOU: (i) REPRESENT THAT YOU ARE DULY AUTHORIZED BY CLIENT TO ACCESS AND USE THE SOFTWARE; AND (ii) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS EULA, YOU WILL HAVE NO LICENSE TO, AND MUST NOT ACCESS OR USE, THE SOFTWARE.
For purposes of this EULA, the following terms have the following meanings:
(a) “Authorized User” means individual persons that Client has authorized to use the Software pursuant to the license granted under the Client Agreement.
(b) “Documentation” means user manuals, technical manuals and any other materials provided by Steelcase, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Software.
(c) “Hosted Applications” means any software applications to which Steelcase provides Client access through a web-based interface provided by Steelcase, a compatible Internet browser, and/or a compatible mobile device application.
(d) “Installed Applications” means software that is installed or pre-installed on devices owned or controlled by Client, including without limitation personal computers, mobile phones, tablets, and/or Steelcase-branded devices.
(e) “Report” means any report, file, or other output generated using the Software that the Software provides you with the option of printing or downloading.
(f) “Software” means Steelcase’s proprietary software program that Client has purchased a subscription and license to, which may include Hosted Applications, Installed Applications, or both.
(g) “Third Party” means any individual or entity other than Client, Steelcase or an Authorized User.
2. License Grant.
Subject to your strict compliance with this EULA, Steelcase hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license to use the Software solely in accordance with the Documentation and this EULA, for Client’s internal business purposes only. The foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Client Agreement; or
(b) your ceasing to be authorized by Client to use the Software for any or no reason.
3. Scope of License.
The license granted herein includes the limited right and license to:
(a) Install any Installed Applications on compatible devices owned and controlled by you in accordance with any instructions set forth in the Documentation.
(b) Use and access the Software in accordance with this EULA and the Documentation, solely for Client’s internal business purposes.
(c) Use the Software to generate, download, print, copy, and save Reports, solely for Client’s internal business purposes.
(d) Download, print, or otherwise view and display any Documentation and use such Documentation, solely in support of your licensed use of the Software in accordance with this EULA.
All copies of the Documentation and Software:
(a) will be the exclusive property of Steelcase and its licensors;
(b) will be subject to the terms and conditions of this EULA and the Client Agreement; and
(c) must include all trademark, copyright, patent and other intellectual property rights notices contained in the original.
5. Use Restrictions.
Unless expressly authorized by Steelcase in writing or otherwise permitted under applicable law, you shall not, directly or indirectly:
(a) use (including make any copies of) the Software or Documentation beyond the scope of the license granted hereunder;
(b) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Software or Documentation or any part thereof;
(c) combine the Software or any part thereof with, or incorporate the Software or any part thereof, in any other programs;
(d) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
(e) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Software, Reports, or Documentation, including any copy thereof;
(f) except as expressly allowed in this EULA, copy the Software or Documentation, in whole or in part;
(g) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Software or any features or functionality of the Software, to any Third Party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the Internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology or service;
(h) use the Software in violation of any federal, state or local law, regulation or rule; or
(i) use the Software for the purpose of the development of a competing software product or service.
6. Log-in Credentials.
You, the Authorized User, shall not share or disclose your log-in credentials with or to any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that your log-in credentials have been accessed or used by anyone other than you, you will promptly change or reset your password.
7. Compliance Measures.
The Software may contain technological copy protection or other security features designed to prevent unauthorized use of the Software, including features to protect against use of the Software that is beyond the scope of the license granted in this EULA or that is prohibited by the terms of this EULA. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to any such copy protection or security features.
8. Collection and Use of Information.
9. Intellectual Property Rights.
You acknowledge that the is provided under license, and not sold, to you. You do not acquire any ownership interest in the Software under this EULA, or any other rights to the Software other than to use the Software in accordance with the license granted under this EULA, subject to all terms, conditions and restrictions contained therein and herein. Steelcase and its licensors reserve and shall retain their entire right, title and interest in and to the Software and all intellectual property rights arising out of or relating to the Software, subject to the licenses expressly granted in the Client Agreement and this EULA. You shall use commercially reasonable efforts to safeguard all Software (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.
10. Export Regulation.
The Software may be subject to U.S .export control laws, including the U.S. Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Software available outside the U.S.
11. Disclaimer of Liability.
IN NO EVENT WILL STEELCASE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE. YOU ARE PROVIDED THE SOFTWARE PURSUANT TO THE CLIENT AGREEMENT, SOLELY FOR THE BENEFIT OF CLIENT AND AT CLIENT’S DISCRETION. YOU ACKNOWLEDGE THAT YOU HAVE NO RIGHTS UNDER THAT AGREEMENT INCLUDING ANY RIGHTS TO ENFORCE ANY OF ITS TERMS. ANY OBLIGATION OR LIABILITY THAT STEELCASE OR ITS AFFILIATES, OR ANY OF ITS OR THEIR LICENSORS OR SERVICE PROVIDERS, MAY HAVE WITH RESPECT TO YOUR USE OR INABILITY TO USE THE SOFTWARE SHALL BE SOLELY TO CLIENT PURSUANT TO THAT AGREEMENT AND SUBJECT TO ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN. NOTHING IN THIS EULA LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.