End-User License Agreement

Trichilia Consultants Limited, ("MSP360 (CloudBerry Lab)") Software License Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. YOU MUST REVIEW AND EITHER ACCEPT OR REJECT THE TERMS OF THIS EULA BEFORE INSTALLING OR USING THE SOFTWARE. BY CLICKING THE "I ACCEPT" BUTTON, INSTALLING OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS EULA, UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
This software license agreement (the "Agreement") is made between MSPBytes, Corp., ("MSP360 (CloudBerry Lab)") and you ("Licensee"). If you are installing or using this Software on behalf of a company, you are representing that you have authority to download the Software, and to bind the company to these terms, and the company is the "Licensee".

SECTION 1. GENERAL PROVISIONS.
The provisions of this Section 1 shall apply to any and all Software, as defined below.
1.1 Software. For the purpose of this Agreement, the MSP360 (CloudBerry Lab) proprietary licensed computer software program(s) downloaded and/or installed pursuant to this Agreement and the supporting documentation for such will be referred to as the "Software". The term "Software" includes software being licensed on a trial basis, and software for which Licensee has agreed to a full license, as applicable. If you download the Software as an upgrade to an existing software product from MSP360 (CloudBerry Lab), you agree that the terms of this Agreement will apply to such software product, as upgraded and that these shall be the only terms and conditions applicable to such upgraded Software. The Software is provided in binary code only. Nothing in this Agreement entitles Licensee to receive source code for the Software.
1.2 Restrictions. MSP360 (CloudBerry Lab) reserves all rights, implied or otherwise, which are not expressly granted to Licensee hereunder. This is a license only, and MSP360 (CloudBerry Lab) retains all ownership of and all rights, title and interest in and to the Software, including, without limitation, all intellectual property rights, excluding only any third party components incorporated therein. Licensee may not modify the Software or any portion thereof in any manner. Licensee may not reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan or create derivative works based upon the Software or any part thereof. Except for managed service providers approved by MSP360 (CloudBerry Lab) and expressly granted license rights by MSP360 (CloudBerry Lab) pursuant to a separate agreement (an "Authorized MSP"), Licensee may not use the Software as a managed service provider, application service provider, software as a service basis, or in any commercial time share arrangement, or in any other activity intended to directly produce revenue without the prior written consent of MSP360 (CloudBerry Lab). Licensee may not resell the Software licensed hereunder nor use the Software to provide consulting or training services to third parties. Licensee shall not assign the Software to a third party for use in managing Licensee's environment without the prior written consent of MSP360 (CloudBerry Lab). Licensee agrees not to install, use, or run the Software in any third party facility, or to enable others to do so. Licensee represents and warrants to MSP360 (CloudBerry Lab) that Licensee shall not, and shall not permit any other person to: (a) use the Software for purposes of (i) benchmarking or competitive analysis of the Software, (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to MSP360 (CloudBerry Lab) as detriment or commercial disadvantage; (b) copy the Software in whole or in part; and (c) use the Software in violation of any law, regulation or rule.
1.3 Export Law Assurances. Licensee shall not export or re-export, or allow the export or re-export of the Software or any copy, portion or direct product of the foregoing, in violation of any export laws, restrictions, national security controls or regulations of the United States or other applicable foreign agency or authority.
1.4 Limitation of Remedies and Damages. IN NO EVENT WILL MSP360 (CLOUDBERRY LAB), ITS LICENSORS, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE TO LICENSEE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND DATA AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF MSP360 (CLOUDBERRY LAB) OR A MSP360 (CLOUDBERRY LAB) REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. MSP360 (CLOUDBERRY LAB)'S CUMULATIVE LIABILITY FOR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO NO GREATER THAN THE FEES PAID BY LICENSEE TO MSP360 (CLOUDBERRY LAB) DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR THE SOFTWARE OR ANY SERVICES (EXCLUDING APPLICABLE TAXES AND PAYMENT FEES) THAT CAUSED THE DAMAGES. TO THE EXTENT THAT APPLICABLE LAW DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN MSP360 (CLOUDBERRY LAB)'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW. LICENSEE AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SOFTWARE OR ANY SERVICES BROUGHT BY LICENSEE MUST BE FILED WITHIN NO LATER THAN SIX (6) MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM WILL BE FOREVER BARRED.
1.5 Nondisclosure. "Confidential Information" means the Software, source code, object code, trade secrets, know-how and any proprietary tools, proprietary knowledge or proprietary methodologies of MSP360 (CloudBerry Lab) not generally available to the public, to which the Licensee may gain access or knowledge as a result of this Agreement. The Licensee shall keep such Confidential Information confidential, and shall use commercially reasonable efforts and take all reasonable steps to protect the Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. The Licensee shall promptly notify MSP360 (CloudBerry Lab) of any known unauthorized use or disclosure of the Confidential Information and will cooperate with MSP360 (CloudBerry Lab) in any litigation brought by MSP360 (CloudBerry Lab) against third parties to protect its proprietary rights. If Licensee becomes a paying customer of MSP360 (CloudBerry Lab), Licensee agrees that MSP360 (CloudBerry Lab) can disclose the fact that Licensee is a paying customer of MSP360 (CloudBerry Lab), including information identifying which MSP360 (CloudBerry Lab) Software product Licensee licensed (as provided in Section 4.6 below).
1.6 Assignment. Licensee may not assign or transfer its rights or obligations under this Agreement without prior written approval by MSP360 (CloudBerry Lab) and any purported assignment or transfer without MSP360 (CloudBerry Lab)'s written consent shall be null and void.
1.7 Injunctive Relief. Licensee hereby expressly agrees that a remedy at law for any breach or attempted breach of the provisions of this Agreement may be inadequate, and MSP360 (CloudBerry Lab), in addition to any other rights or remedies, shall be entitled to seek injunctive and other equitable relief in the event of any such breach or attempted breach without (i) having to post bond or other security to prevent a breach or continuing breach of this Agreement, or (ii) having to prove actual damages.
1.8 GOVERNMENT USERS. The Software is a "commercial item", as that term is defined at 48 C.F.R. 2.101), consisting of "commercial computer software" and "commercial computer software documentation", as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (or an equivalent provision, e.g., in supplements of various U.S. government agencies, as applicable), all U.S. Government users acquire the Software with only those rights set forth herein. Manufacturer is MSP360 (CloudBerry Lab), Lampousas, 1, 1095, Nicosia, Cyprus.
1.9 Survival. Sections 1.2, 1.4, 1.5, 1.10, 1.12 - 1.14, 1.16 and 4.4 shall survive termination of this Agreement for any reason whatsoever.
1.10 Warranties. THE LIMITED WARRANTIES AS DESCRIBED IN SECTION 4.3, AND SECTION 5.2 WHEN APPLICABLE, OF THIS AGREEMENT ARE THE ONLY WARRANTIES PROVIDED TO LICENSEES WHO HAVE PURCHASED A FULL LICENSE MADE BY MSP360 (CLOUDBERRY LAB) AND ITS LICENSORS. OTHERWISE, MSP360 (CLOUDBERRY LAB) AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE, ANY ACCOMPANYING WRITTEN MATERIALS, AND ANY MAINTENANCE OR OTHER SERVICES.
1.11 Termination. This Agreement, the license granted hereunder, and any obligation to provide Maintenance Services may be terminated (a) by mutual agreement of MSP360 (CloudBerry Lab) and Licensee, (b) by Licensee, upon thirty (30) days prior written notice to MSP360 (CloudBerry Lab) and return or destruction of all copies of the Software in Licensee's possession and control, and (c) by MSP360 (CloudBerry Lab), if Licensee breaches this Agreement and fails to cure such breach to MSP360 (CloudBerry Lab)'s reasonable satisfaction within thirty (30) days following receipt of MSP360 (CloudBerry Lab)'s notice thereof. Upon any termination of this Agreement, Licensee shall immediately cease all use of the applicable Software and certify in writing to MSP360 (CloudBerry Lab) within thirty (30) days after termination that Licensee has destroyed or returned to MSP360 (CloudBerry Lab) such Software and all copies thereof. Termination of this Agreement shall not limit MSP360 (CloudBerry Lab) from pursuing any remedies available to it, including injunctive relief, or relieve Licensee of its obligation to pay all fees that have accrued or have become payable by Licensee hereunder.
1.12 WAIVER OF JURY TRIAL. LICENSEE HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE SOFTWARE, THE SERVICES OR THIS AGREEMENT.
1.13 General. This Agreement is governed by the laws of the State of Ohio without regard to its conflicts of laws. Licensee irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by it will be brought and determined in the federal courts for the District of Ohio, or if there is no federal jurisdiction, by the state courts of Ohio, and Licensee hereby irrevocably agrees to submit to the exclusive jurisdiction of the aforesaid courts, with regard to any such action or proceeding arising out of or relating to this Agreement or the Software. The U.N. Convention of Contracts for the Sale of International Goods will not apply. Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect. MSP360 (CloudBerry Lab) will not be liable for any delay or failure of performance, and no delay or failure of performance will constitute a default or give rise to any liability for damages if such delay or failure is caused by causes beyond MSP360 (CloudBerry Lab)'s control, including, without limitation, acts of God, war, terrorism, and civil disturbance.
1.14 Indemnification. Licensee agrees to indemnify and hold harmless MSP360 (CloudBerry Lab), its licensors and their respective officers, directors, affiliates, employees, principals, shareholders and agents from and against any and all claims, causes of action, demands, losses, damages, costs and expenses of any type (including attorneyÆs fees) arising out of or in connection with any breach of this Agreement by Licensee, or any wrongful or negligent act or omission by Licensee or its officers, employees or agents.
1.15 Third Party Components. The Software is distributed with certain third party components licensed to MSP360 (CloudBerry Lab) pursuant to "open source" licenses. Certain provisions of such licenses are required to be included in any distribution of such third party components. Licensee is agreeing to those terms set out in the text files accompanying the Software when Licensee uses the Software (such licenses are incorporated by reference). A copy of such terms is available from MSP360 (CloudBerry Lab) prior to downloading the Software at the following URL:
https://www.cloudberrylab.com/eula-third-party
Any such third party software is provided with the rights set forth in the applicable license terms, and is provided "AS IS" with no warranties. Such third party license terms do not apply to the Software as a whole, and do not apply to the proprietary portions of the Software owned by MSP360 (CloudBerry Lab).
1.16 This AGREEMENT constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties, whether written or oral, relating to the same subject matter. Prior course of dealings, usages of the trade, and verbal agreements not reduced to writing and signed by MSP360 (CloudBerry Lab), to the extent that they alter or supplement these terms, shall not be binding on MSP360 (CloudBerry Lab). Any purchase order or other document issued by Licensee is for administrative convenience only and shall not be binding upon MSP360 (CloudBerry Lab). Performance will not constitute acceptance by MSP360 (CloudBerry Lab) of contrary or supplemental terms and conditions. Any amendment to this AGREEMENT shall be binding upon MSP360 (CloudBerry Lab) only if executed by MSP360 (CloudBerry Lab).

SECTION 2. TRIAL EVALUATION TERMS AND CONDITIONS.
The provisions of this Section 2 together with the provisions of Sections 1 shall apply to Software downloaded for temporary and/or trial use.
2.1 License. Subject to the terms and conditions of this Agreement, the Software is licensed, not sold to Licensee by MSP360 (CloudBerry Lab), for an evaluation period of fifteen (15) days from the Software installation date ("Evaluation Period").
- Licensee may use the Software for its own internal evaluation of the Software within its own facilities and according to the terms of this Agreement and for no other purpose than to evaluate whether to purchase a full license to the Software.
- Licensee's opportunity for a free evaluation of the Software is limited to one Evaluation Period per release of the Software.
- There is no fee for Licensee's use of the Software in accordance with this Agreement during the Evaluation Period, however, Licensee is responsible for any applicable shipping charges or taxes which may be incurred under this Agreement, and any fees which may be associated with usage beyond the scope permitted herein.
- Licensee acknowledges that it is downloading the Software with the intent to purchase a perpetual license to use the Software upon completion of a successful evaluation. MSP360 (CloudBerry Lab) sales representative may contact Licensee after the download to discuss Licensee's purchase of a full license.
- Software downloaded for a trial license includes a locking mechanism that automatically will prevent Licensee's use of the Software following the expiration of the Evaluation Period. Licensee may not disrupt, disable or interfere with the locking mechanism, and may not use the Software following the expiration of the Evaluation Period unless Licensee purchases a full license from MSP360 (CloudBerry Lab).
2.2 "AS-IS" EVALUATION Warranty. LICENSEE AND MSP360 (CLOUDBERRY LAB) AGREE THAT THE SOFTWARE PROVIDED UNDER THIS SECTION 2 IS PROVIDED "AS IS" AND UNSUPPORTED, AND THAT MSP360 (CLOUDBERRY LAB) MAKES NO WARRANTY AS TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

SECTION 3. BETA SOFTWARE LICENSE TERMS AND CONDITIONS
The provisions of this Section 3 together with the provisions of Section 1 shall apply to Software downloaded for beta testing.
3.1 Beta License. Subject to the terms and conditions of this Agreement, MSP360 (CloudBerry Lab) hereby grants to Licensee, and Licensee accepts from MSP360 (CloudBerry Lab), a limited, nontransferable, non-exclusive license to use the Software solely for the purpose of testing the Software internally and evaluating the Software for the purpose of providing Feedback to MSP360 (CloudBerry Lab). The Software is licensed, not sold to Licensee by MSP360 (CloudBerry Lab), for a maximum beta testing period of ninety (90) days from the Software installation date ("Beta Test Period").
3.2 Feedback. Licensee agrees to provide to MSP360 (CloudBerry Lab) reasonable suggestions, comments and feedback regarding beta Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, "Feedback"). Licensee grants to MSP360 (CloudBerry Lab), under LicenseeÆs intellectual property and proprietary rights, the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: to make, use, copy, modify, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, sublicense, offer to sell, and sell, rent, lease or lend copies of the Feedback as part of any MSP360 (CloudBerry Lab) product, technology, service, specification or other documentation. Further, you warrant that your Feedback is not subject to license terms that will require, or claim to require, that any MSP360 (CloudBerry Lab) product, technology, or service that incorporates any Feedback (or any intellectual property therein) be licensed to or from any third party on specified terms. Due to the nature of the development work, MSP360 (CloudBerry Lab) provides no assurance that any specific errors or discrepancies in the Software will be corrected.
3.3 Acknowledgements and Additional Liability Limitation and Warranty Disclaimer. Licensee acknowledges that all Software designated as beta Software may contain bugs, may not operate properly or perform all intended functions, may interfere with the functioning of other software applications, and may cause errors, data loss or other problems, and may not be upgraded to a production version. Accordingly, Licensee acknowledges and agrees that Software designated as beta Software is not production ready and should not be used in a live production environment. Licensee acknowledges that use of beta Software is voluntary. LICENSEE AND MSP360 (CLOUDBERRY LAB) AGREE THAT THE BETA SOFTWARE PROVIDED UNDER THIS SECTION 3 IS PROVIDED "AS IS" AND UNSUPPORTED, AND THAT MSP360 (CLOUDBERRY LAB) MAKES NO WARRANTY AS TO THE BETA SOFTWARE, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

SECTION 4. "FULL" LICENSE TERMS AND CONDITIONS.
The provisions of this Section 4 together with the provisions of Sections 1 shall apply to Software licensed with no time limits.
4.1 LICENSE. Subject to the terms and conditions of this Agreement, and in consideration for Licensee's payment of the applicable license fees, MSP360 (CloudBerry Lab) hereby grants to Licensee, and Licensee accepts from MSP360 (CloudBerry Lab), a non-exclusive, non-transferable and non-sublicensable right to use one copy of the Software; provided that (i) Authorized MSPs shall be entitled to sublicense the Software solely in the provision of their services in accordance with their separate license agreement with MSP360 (CloudBerry Lab), and (ii) this Agreement shall in no way limit or amend the terms of such separate license between MSP360 (CloudBerry Lab) and the Authorized MSP even if such Authorized MSP must click through this Agreement in the course of making the Software available to its end users. This license consists of the right for Licensee to install, use, access, run, or otherwise interact with the Software for Licensee's own internal business operations, and in accordance with the documentation provided with the Software or otherwise made available to Licensee (the "Documentation"). Licensee may also make a reasonable number of additional copies of the Software solely for non-productive archival purposes, provided neither the original and a copy nor two copies of the same license are in use at the same time, and so long as each copy contains all titles, trademarks, and copyrights and restricted rights notices as in the original, and is not provided to any third party. The term of the license shall be perpetual or for the term of the applicable subscription period, based upon the selection of Licensee at the time of purchase and the fees paid by Licensee. The term of other than perpetual licenses begin on the date of the purchase order.
Software licensed for less than a perpetual license includes a locking mechanism that automatically will prevent Licensee's use of the Software following the expiration of the applicable license term. Licensee may not disrupt, disable or interfere with the locking mechanism, and may not use the Software following the expiration of the applicable license term unless Licensee purchases a renewal or new full license from MSP360 (CloudBerry Lab).
4.2 Maintenance Services. During any Maintenance Period and contingent upon Licensee having paid all applicable fees, MSP360 (CloudBerry Lab) shall provide Licensee the Maintenance Services listed in this Section 4.2. The "Maintenance Period" is a twelve (12) month period, commencing on the date of payment of the applicable fees and ending twelve (12) months thereafter. Each Maintenance Period may be auto-renewed in twelve (12) month periods unless renewal has been cancelled by either party giving written cancellation notice. MSP360 (CloudBerry Lab) reserves the right to increase the fees each renewal Maintenance Period. MSP360 (CloudBerry Lab) may deny maintenance services if it has not received the applicable fees.
Maintenance Services consist of the following during any Maintenance Period:
- MSP360 (CloudBerry Lab) shall make available to Licensee via web download new versions and releases of the Software, including Software corrections, enhancements and upgrades, if and when MSP360 (CloudBerry Lab) makes them generally available without charge to licensees of the Software.
- MSP360 (CloudBerry Lab) shall respond to communications from Licensee that report failures of the Software to operate substantially in accordance with its specifications ("Errors").
- MSP360 (CloudBerry Lab) shall respond to a reasonable number of communications from Licensee that request consultation on the operational/technical aspects of the Software, provided that such requests are made by individuals generally skilled in the use of computers.
- Licensee shall have access to MSP360 (CloudBerry Lab) Technical Support Web site.
- MSP360 (CloudBerry Lab)'s Maintenance Services shall be available via the Web, telephone, or email. MSP360 (CloudBerry Lab) will respond to inquiries within two (2) business days from receipt of the inquiry.
4.3 Limited Software Warranty for Full License. MSP360 (CloudBerry Lab) warrants that for a period of thirty (30) days from the date of initial delivery or download, (i) the media provided by MSP360 (CloudBerry Lab), if any, on which the Software is recorded will be free from material defects in materials and workmanship under normal use, and (ii) the Software, as provided by MSP360 (CloudBerry Lab), will substantially conform to the specifications in the Documentation applicable to the Software (collectively, the "Software Warranties").
THE SOFTWARE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND MSP360 (CLOUDBERRY LAB) HEREBY DISCLAIMS, ALL OTHER WARRANTIES RELATED TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
Licensee must report in writing any breach of the Software Warranties to MSP360 (CloudBerry Lab) during the warranty period, and Licensee's exclusive remedy, and MSP360 (CloudBerry Lab)'s sole obligation, for any such breach of warranty shall be for MSP360 (CloudBerry Lab) to replace defective media and to correct or provide a workaround for reproducible errors that cause a breach of the warranty within a reasonable time considering the severity of the error and its effect on Licensee, or, at MSP360 (CloudBerry Lab)'s option, refund the license fees paid for the nonconforming Software upon return of such Software to MSP360 (CloudBerry Lab) and termination of the related license hereunder.
4.4. Usage Verification.
A. At MSP360 (CloudBerry Lab)'s request, but not more frequently than annually, Licensee shall furnish MSP360 (CloudBerry Lab) with a document signed by Licensee's authorized representative verifying Licensee's usage of the Software. Licensee will permit MSP360 (CloudBerry Lab) to review Licensee's deployment and use of the Software for compliance with the terms of this Agreement. Any reviews shall be scheduled at least 15 days in advance, shall be conducted during normal business hours at Licensee's facilities, and shall not unreasonably interfere with Licensee's business activities. If Licensee's use of the Software is found to be greater than contracted for, Licensee will be invoiced for the additional licenses or license upgrades (based on the applicable units of measure, e.g., servers, server tiers or users) and the unpaid license fees shall be payable in accordance with this Agreement. Additionally, if the unpaid fees exceed 5% of the license fees paid for the subject Software, then Licensee shall also pay MSP360 (CloudBerry Lab)'s reasonable costs of conducting the audit.
B. Licensee acknowledges that the Software includes a self-audit and phone home capability that will periodically connect to the Internet and transmit back to MSP360 (CloudBerry Lab) information related to usage of the Software for purposes of license validation, auditing, and verifying compliance with licensing terms. The information collected by MSP360 (CloudBerry Lab) may include your license key, the application(s) being audited with the Software, and the number of users/objects being audited with the Software (the "Phone Home Data"). To the extent any personal information is collected in this process, we will only use such personal information in accordance with our Privacy Policy, available at https://www.cloudberrylab.com/company/legal/privacy-policy.aspx.
4.6. Licensee agrees that MSP360 (CloudBerry Lab) can publicly advertise the fact that Licensee is a paying customer of the product that Licensee is using. Advertising may include, without limitation, (i) use of Licensee's name, logo, number of employees and other non-confidential information related to Licensee's use of MSP360 (CloudBerry Lab)'s products in connection with (ii) advertising via Internet, magazines, newspapers, TV, case studies, success stories, press releases, marketing materials, exhibits and other electronic and physical media.

SECTION 5. OTHER SERVICES TERMS AND CONDITIONS.
The provisions of this Section 5 apply to any and all Implementation Services, as defined below.
5.1. Implementation Services. "Implementation Services" means any implementation assistance services provided to Licensee including, without limitation, installation and configuration. The term "Implementation Services" does not include Maintenance Services. Prior to commencing Implementation Services, MSP360 (CloudBerry Lab) and Licensee will mutually agree to the scope of the Implementation Services in a Statement of Work signed by the Licensee.
5.2. Limited Implementation Services Warranty. MSP360 (CloudBerry Lab) warrants that it will perform the Implementation Services: (i) in a professional, diligent, and technically correct manner; and (ii) in substantial conformance with the applicable services description stated within the Statement of Work (collectively, the "Implementation Services Warranties"). Licensee must report in writing any breach of the Implementation Services Warranties to MSP360 (CloudBerry Lab) within thirty (30) days following the performance of the nonconforming Implementation Services, and LicenseeÆs exclusive remedy, and MSP360 (CloudBerry Lab)Æs sole obligation, for any breach of the Implementation Services Warranties, shall be for MSP360 (CloudBerry Lab) to re-perform the nonconforming portion of the Implementation Services or, at MSP360 (CloudBerry Lab)Æs option, refund the fees paid for the nonconforming portion of the Implementation Services.
5.3. Implementation Services Term. MSP360 (CloudBerry Lab) will commence and complete the Implementation Services within a reasonable time considering the complexity and circumstances of the Implementation Services ("Implementation Services Term"). During the Implementation Services Term, Licensee will make diligent efforts to schedule and complete the Implementation Services, including, without limitation, having the proper personnel, equipment, and environment available in a timely manner.
5.4. Completion. The Implementation Services will be considered fully delivered and completed upon the earlier of: (i) signature by Licensee acknowledging completion of the Implementation Services, (ii) five (5) attempts by MSP360 (CloudBerry Lab) via email to contact Licensee, to which Licensee has been unresponsive, following completion of the Implementation Services in MSP360 (CloudBerry Lab)Æs reasonable discretion, or (iii) ten (10) business days following completion of the Implementation Services in MSP360 (CloudBerry Lab)Æs reasonable discretion.
5.5. Intellectual Property. Licensee acknowledges that all right, titile and interest in any intellectual property rights created as a part of the Implementation Services shall be owned by MSP360 (CloudBerry Lab). Notwithstanding the foregoing, Licensee retains any right, title, and interest in any Licensee confidential information shared with MSP360 (CloudBerry Lab) as part of the Implementation Services.


THIRD PARTY PRODUCT LICENSES                                                    

The SOFTWARE PRODUCT has a components based on Microsoft dot.net libraries: https://dot.net
These libraries have next license agreement:                                  

MIT License

Copyright (c) .NET Foundation and Contributors

All rights reserved.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.



The SOFTWARE PRODUCT has a component based on LZ4 for .NET library: https://github.com/MiloszKrajewski/K4os.Compression.LZ4
The LZ4 for .NET library has next license agreement:

MIT License

Copyright (c) 2017 Milosz Krajewski

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE


The SOFTWARE PRODUCT has a component based on Newtonsoft.Json library: https://www.newtonsoft.com/json
The Newtonsoft.Json library has next license agreement:

MIT License

Copyright (c) 2007 James Newton-King

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: 

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


The SOFTWARE PRODUCT has a component based on SharpZipLib library: https://github.com/icsharpcode/SharpZipLib
The SharpZipLib library has next license agreement:

MIT License

Copyright © 2000-2018 SharpZipLib Contributors

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE


The SOFTWARE PRODUCT has a component based on NAudio library: https://github.com/naudio/NAudio
The NAudio library has next license agreement:

MIT License

Copyright 2020 Mark Heath

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


The SOFTWARE PRODUCT has a component based on AudioProcessingModuleCs library: http://startrinity.com/OpenSource/Aec/AecVadNoiseSuppressionLibrary.aspx


The SOFTWARE PRODUCT has a component based on WebRtc library: https://webrtc.org
The WebRtc library has next license agreement:

Copyright (c) 2011, The WebRTC project authors. All rights reserved.

Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
- Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
- Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
- Neither the name of Google nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.

THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.


The SOFTWARE PRODUCT has a component based on WebSocket4Net library: https://www.nuget.org/packages/WebSocket4Net/
The WebSocket4Net library has next license agreement:

Apache License Version 2.0, January 2004

http://www.apache.org/licenses/

TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION

1. Definitions.

"License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 9 of this document.

"Licensor" shall mean the copyright owner or entity authorized by the copyright owner that is granting the License.

"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.

"You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License.

"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.

"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.

"Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work (an example is provided in the Appendix below).

"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.

"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Licensor for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to the Licensor or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, the Licensor for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."

"Contributor" shall mean Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

2. Grant of Copyright License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.

3. Grant of Patent License. Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.

4. Redistribution. You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:

You must give any other recipients of the Work or Derivative Works a copy of this License; and
You must cause any modified files to carry prominent notices stating that You changed the files; and
You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License. 

You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
5. Submission of Contributions. Unless You explicitly state otherwise, any Contribution intentionally submitted for inclusion in the Work by You to the Licensor shall be under the terms and conditions of this License, without any additional terms or conditions. Notwithstanding the above, nothing herein shall supersede or modify the terms of any separate license agreement you may have executed with Licensor regarding such Contributions.

6. Trademarks. This License does not grant permission to use the trade names, trademarks, service marks, or product names of the Licensor, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.

7. Disclaimer of Warranty. Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.

8. Limitation of Liability. In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.

9. Accepting Warranty or Additional Liability. While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.


The SOFTWARE PRODUCT uses Obfuscar: https://www.obfuscar.com/
Obfuscar has next license agreement:

MIT License

Copyright (c) 2007 Ryan Williams
Copyright (c) 2009-2024 Calvin Rien, Lex Li, RemObjects and other contributors

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.


The SOFTWARE PRODUCT uses Simpleson: https://github.com/gregjesl/simpleson
Simpleson has next license agreement:

MIT License

Copyright (c) 2018 Gregory Eslinger

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: 

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 
IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

END OF TERMS AND CONDITIONS