End user license agreement

BY INSTALLING THE ARKIO SOFTWARE, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS END USER LICENSE AGREEMENT (“AGREEMENT”) WITH ARKIO EHF. (“ARKIO”). IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT PROCEED WITH INSTALLING THE SOFTWARE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS. IF LICENSEE IS EXECUTING THIS AGREEMENT ON BEHALF OF LICENSEE’S EMPLOYER OR A COMPANY OR OTHER ENTITY, LICENSEE REPRESENTS THAT LICENSEE HAS AUTHORITY TO DO SO.

1. License grant

Subject to the terms and conditions of this Agreement, Arkio ehf. (“Arkio”) hereby grants Licensee a limited, non-sublicensable, non-transferable, royalty-free, nonexclusive license to download, install and use (in executable form only) the software that Licensee is about to download (collectively, “Software”) only for Licensee’s personal or internal business use and only in accordance with any documentation that accompanies it. This Agreement does not give Licensee any rights not expressly granted herein.

2. License restrictions; ownership rights

Except as expressly and unambiguously permitted by this Agreement, Licensee shall not, nor permit anyone else to, directly or indirectly: (a) use the Software, any documentation or other information provided by Arkio hereunder to create any similar software or documentation; (b) copy (except for a reasonable number of copies for personal or internal business use), modify, or distribute the Software; (c) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software; or (d) rent, lease, or use the Software for timesharing or service bureau purposes. As between the parties, title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof, shall remain in Arkio and its suppliers or licensors. Licensee understands that Arkio may modify or discontinue offering the Software at any time. The Software is protected by the copyright laws of the United States and international copyright treaties.

3. Connections to other sites and services

The Software contains APIs, extensions, etc. that allow the Software to interface with and link to services provided by third parties. Licensee is licensed to use the Software to do any of the foregoing only on the following conditions (and Licensee hereby covenants to abide by all such conditions): (a) Licensee acknowledges that Arkio is not responsible for any such third party service; and (b) Licensee acknowledges that such interaction may cause information to be shared among Licensee’s systems and/or various third party services in a manner not governed by Arkio’s privacy policies.

4. Third party software

Licensee acknowledges that Software may be distributed alongside or contain or use certain third party software (“Third-Party Software”), and that Third-Party Software is (in addition to the terms and conditions of this agreement), subject to and governed by (and Licensee agrees to) the respective licenses for such Third-Party Software.

5. Intellectual property; content

As a condition to Licensee’s use of the Software, Licensee represents, warrants and covenants that Licensee will not use the Software: (a) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (b) to violate any law, statute, ordinance or regulation; or (c) to disseminate information or materials in any form or format (“Content”) that is infringing, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable. Licensee, not Arkio, remains solely responsible for all Content that Licensee uploads, posts, e-mails, transmits, or otherwise disseminates using, or in connection with, the Software. Licensee acknowledges that all Content that Licensee accesses using the Software is at Licensee’s own risk and Licensee will be solely responsible for any damage to any party resulting therefrom. Arkio is not obligated to back up any Content.

6. Support and upgrades

This Agreement does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, “Support”). Any such Support for the Software that may be made available by Arkio shall become part of the Software and subject to this Agreement.

7. Indemnity

Licensee agrees that Arkio shall have no liability whatsoever for any use Licensee makes of the Software, including if Licensee uses the Software in a commercial context. Licensee shall indemnify and hold harmless Arkio from any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from Licensee’s use of the Software as well as from Licensee’s failure to comply with any term of this Agreement.

8. Warranty disclaimer

LICENSEE RECOGNIZES THAT THE SOFTWARE IS A BETA VERSION AND SHOULD NOT BE RELIED UPON. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARKIO PROVIDES THE SOFTWARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

9. Limitation of liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ARKIO OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE. ARKIO’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $100. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ARKIO SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

10. Terms of service and privacy policy

Licensee agrees to Arkio’s Terms of Service and Privacy Policy, made available online at https://arkio.is, as those policies may be changed from time to time. When Arkio changes either such policy in a material way a notice will be posted on the website at https://arkio.is, and when any change is made in either such policy, the updated policy will be posted at the applicable link above or a successor link. It is Licensee’s responsibility to ensure that Licensee understands the terms of each such policy, so Licensee should periodically check the current version of the policy for changes.

11. Term and termination

This Agreement shall continue until terminated as set forth in this section. Arkio or Licensee may terminate this Agreement at any time. Arkio may also terminate this Agreement immediately if Licensee violates any provision of this Agreement or if Arkio determines that the Software or use thereof may result in infringement or violation of third party rights or claims thereof. Any termination of this Agreement shall also terminate the rights and licenses granted to Licensee hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software. Arkio’s rights and Licensee’s obligations shall survive termination of this Agreement.

12. Export controls

Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By downloading or using the Software, Licensee: (a) agrees to the foregoing; (b) certifies that the Software will only be used for beta testing purposes and will not be rented, leased, sold, sublicensed, assigned, or otherwise transferred; and (c) represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country or on any such list.

13. Miscellaneous

This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. This Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Arkio to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Arkio’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Arkio’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Arkio expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement shall be governed by and construed under New York law as such law applies to agreements between New York residents entered into and to be performed within New York. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in New York County, New York; Licensee hereby agrees to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.