Nalpeiron Electronic License Terms and Conditions (“ELTC”)


THESE SERVICE TERMS APPLY FOR THE NALPEIRON LICENSING SERVICE, ZENTITLE, UP TO AND INCLUDING v10.

IMPORTANT-READ CAREFULLY. THIS ACCESS AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU ("YOU") AND NALPEIRON (AS DESIGNATED BELOW) FOR THE NALPEIRON LICENSING SERVICE / ZENTITLE (THE "SERVICE"). IF YOU EITHER TRIAL OR PURCHASE OUR SERVICES, THIS AGREEMENT WILL GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES.

BY ACCESSING OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND YOU REPRESENT THAT YOU ARE AUTHORIZED TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR CORPORATE ENTITY (IF APPLICABLE).

If you do not agree to the terms of this Agreement, you are not granted any rights in the Services, and you will not be able to access or use the Services.

Your access to or use of any Services may also be subject to your acceptance of separate agreements with Nalpeiron and/or third parties. This Agreement incorporates by reference applicable program, subscription, activation, ordering and pricing terms provided to you Online or offline for the Services selected by you and for other Nalpeiron services made available to you through these Services, which may be subject to change from time to time.

These terms will also govern your continued purchase and use of the Services, including such additional Nalpeiron Internet based services made available to you through the Services you have selected. As used herein, "Nalpeiron" means Nalpeiron Inc.

Thank you for selecting the services offered to you by Nalpeiron Inc. and/or its subsidiaries (”Nalpeiron,” “we,” “our,” or “us”), on this website.

These General Terms of Service, together with Nalpeiron's Privacy Statement, provided to you on the website or documentation for the Nalpeiron services you have selected and any Additional Terms and Conditions for the Services (collectively, the “Agreement”) govern your use of this website and the Nalpeiron Online services to which you are granted access under this Agreement (including but not limited to programs, components, Internet-based services, content, technology, tools, updates, help content, and new releases, collectively, the “Services”).

Version / Last updated.

V6.6.8 / Updated 11/10/2022. See the change log here

Use of the Service.

Upon payment of the applicable fee, you will be provided with access to Nalpeiron servers. You will be entitled to create an unlimited number of user accounts (based on your subscription level) on the Customer Center. Your users will be entitled to access and use the Service solely on your behalf for the purposes of providing the capabilities of the Service in regard to those of your software products to which the Nalpeiron software has been properly licensed and incorporated (the "Enabled Products").

Those capabilities include activating and/or deactivating an Enabled Product, managing license codes (numbers) and licenses associated with an Enabled Product, and running related reports on an Enabled Products.

Excluding maintenance periods and downtime, you may electronically access and use the Service 24-hours a day, 7-days a week.

If your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Nalpeiron) of other Nalpeiron customers, we reserve the right to immediately disable your account or throttle your bandwidth until you can reduce your bandwidth consumption subject to our fair use terms. NOTE: This is a general clause to protect Nalpeiron and its users should the service be attacked or otherwise have its servers and related services abused by extraordinary loads and not designed as a general limit on customer usage.

Nalpeiron may change, suspend or discontinue any aspect of the Service at any time, without prior notice or liability provided; however, that such change, suspension or discontinuation is, in Nalpeiron’s reasonable estimation, necessary for improvement or protection of the Service and/or its Customers with any such decision to change, suspend or discontinue any aspect of the Service being at the sole discretion of Nalpeiron management.

Performance of the Service.

Nalpeiron's goal is to ensure timely activation and data collection services. Nalpeiron does not guarantee that activations or data will be processed within specified time-frames. Unless otherwise covered by a separate written Service Level Agreement (SLA) where those terms shall apply Nalpeiron will not be liable, and you will not be entitled to a refund, for service outages, including, but not limited to those caused by or related to maintenance issues, servers, the technology that underlies the Service, failures of Nalpeiron direct or indirect service (including, but not limited to, telecommunications, hosting and power), computer viruses, natural disasters or other destruction or damage to Nalpeiron facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, third party interference or other causes beyond Nalpeiron's reasonable control.

License Grant & Restrictions.

Nalpeiron hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Nalpeiron and its licensors.

You may not access the Service if you are a direct competitor of Nalpeiron, except with Nalpeiron's prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You shall not (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the content provided by Nalpeiron (“Content”) in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. For the avoidance of doubt these restrictions do not apply to the freely downloadable source code, license managers and other utilities from the Nalpeiron Customer Center which you may distribute, compile and modify subject to the download agreement in the Nalpeiron Customer Center. You may also distribute the DLL/Dylib and Windows Service/Mac and Linux Daemon that are part of the service operational requirements but may not otherwise use them outside the limits of this clause.

All license transfers are subject to written approval by Nalpeiron and will be subject to a transfer fee determined by Nalpeiron in its sole discretion. If your company is, or substantially all of its assets are, acquired by or merged into another company or sole proprietorship, please contact Nalpeiron regarding the transfer of your license to a new company.

You may use the Service only for internal business purposes and shall not. (i) send Spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) intentionally send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) intentionally interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

API and Web Services.

Certain editions of the Service offer integration capabilities via an application programming interface, or API. The number of API calls you can make per account is limited based on the your subscription level and will be outlined in any contract agreement.

Abuse or excessively frequent requests to the API may result in the temporary or permanent suspension of your account's access to the API. Nalpeiron, in its sole discretion, will determine abuse or excessive usage of the API. Nalpeiron will make a reasonable attempt to warn the account owner via email prior to any extended suspension period. Nalpeiron reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. NOTE: This is a general clause to protect Nalpeiron and its users should the service be attacked or otherwise have its servers and related services abused by extraordinary loads and not designed as a general limit on customer usage, see our Fair Use terms.

Fair use.

Nalpeiron does not include any specific limits for Enterprise "Unlimited" Customers on their use of disk storage and bandwidth as part of the Service. However, this commitment is subject to your fair use of the Service. Fair use means that: (a) your use is in compliance with all applicable laws and does not infringe any third party intellectual property rights; (b) your use is for your own enterprise and does not include an outsourcing, service bureau or general file sharing function; and (c) your use is otherwise in compliance with the Nalpeiron Terms and does not affect Nalpeiron’s ability to provide the Service to other users. Currently, storage of over 1 GB of data stored or transferred per month is considered an unfair usage of our Service. Your use of the Service that exceeds this amount or that otherwise constitutes unfair usage maybe subject to additional fees, in Nalpeiron’s discretion. Nalpeiron reserves the right to modify this limit from time to time.

Nalpeiron Uptime SLA.

Nalpeiron shall use all reasonable commercial efforts to ensure that the Nalpeiron Licensing Service is available to you 99.9% ("three nines" is the equivalent of 43.2 minutes of downtime in any calendar month) of the time, outside scheduled maintenance periods. If it is not, you may be eligible to receive the Service Credits described below. This SLA states the Customer's sole and exclusive remedy for any failure by Nalpeiron to meet this Service SLA.

This Agreement will commence on the date you register for the Nalpeiron Licensing Service editions covered by the SLA and will continue through either the end of the period elected by you for the provision of the Service or as earlier terminated by Nalpeiron (the "Term"). This SLA may be terminated by Nalpeiron without any “Service Credit” if (a) you fail to make a payment and/or (b) you fail to comply with Nalpeiron's Terms of Service. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.

Definitions.

The following definitions shall apply to the Nalpeiron Uptime SLA.

 



Customer Must Request Service Credit.

In order to receive any of the Service Credits described above, Customer must notify Nalpeiron within thirty days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer's right to receive a Service Credit.

Maximum Service Credit.

The aggregate maximum number of Service Credits to be issued by Nalpeiron to a Customer for all Downtime that occurs in a single calendar month shall not exceed 14 days of Service added to the end of Customer's term for the Service. Service Credits may not be exchanged for, or converted to, monetary amounts.

Nalpeiron SLA Exclusions.

The Nalpeiron SLA does not apply to any services that expressly exclude this Nalpeiron SLA (as stated in the documentation for such services) including Nalpeiron Web Services or API access or any performance issues: (i) caused by factors described in the "Force Majeure" section of the Agreement or outside Nalpeiron’s direct control; or (ii) that resulted from Customer's equipment or third party equipment, or both (not within the primary control of Nalpeiron). 

Nalpeiron’s services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Nalpeiron is not responsible for any delays, delivery failures, or other damage resulting from such problems. Under the right to terminate, the service credit excludes all other Nalpeiron products, services or license codes purchased.

*This Nalpeiron Uptime Service Level Agreement is only applicable to Nalpeiron higher plans (see pricing) or where your contract specifically includes this provision.*

Support.

Nalpeiron will provide reasonable customer support service via email ("Support Services") Monday through Friday, from 9.00 a.m. until 5.00 p.m. local Nalpeiron support facility time from the support center closest to you (except on those days designated as Nalpeiron's holidays). Nalpeiron currently provides support from the United States and United Kingdom. All Support Services will be limited to issues surrounding the service only and Nalpeiron do not guarantee a response time unless otherwise stated in your agreement or you have a "priority support" agreement that is available for purchase as a PRO+ or Enterprise Unlimited edition.

Services not included in Technical Support Services.

We do not provide free technical support for the following, you must have a support contract or pay for consulting services if you need help with:



Services related to training, customization of the Licensed Software, modifications and consultation are not included in technical support services, and Nalpeiron is not obligated to perform such services; however, Nalpeiron shall undertake reasonable efforts to accommodate any request by the Licensee for training, customization and/or on-site consultation services, and Nalpeiron shall charge its then-current rates for time and materials for such services. Nalpeiron will not provide support to your end users and you are responsible for all such support.

Priority Support.

Priority support builds on our existing support service but gives licensees with the associated contractual options access to the following benefits. Priority support users also have access to standard support, with the priority level being set for very urgent cases.



Priority Support Terms and conditions.

Priority Support guarantees an initial response within 12 hours of an issue being raised. We cannot guarantee a complete resolution in this timescale but you will get an assessment of the issue. Where we can, we provide simple fixes and workarounds immediately. Issues that demand a fix can take longer. Hot fixes can be provided in consultation with the customer. Large fixes are prioritized and fed into normal product development cycle. No guarantee can be made to the delivery date of the fix. Access to the Priority Support forum is limited to the account that the subscription was purchased under. At this time no other accounts can be associated with a Priority Support purchase. Priority Support is subject to a fair usage policy of 12 issues being raised in any 365 day period. (By issue we mean a new Priority Support incident opened in the Nalpeiron Online support system and set as a priority, all other "normal" logged incidents are not limited by this clause).

Hot fixes and feature requests, if supplied, are only built on the latest version of the product in question. Versions other than the latest version of the software are not supported in this way.  This Nalpeiron Priority Support Agreement is only applicable to Nalpeiron Professional Plus and Enterprise Edition clients or where your contract specifically includes this provision.

Working with Integrations (to third parties)

Nalpeiron may offer plug-ins and connectivity to third parties such as Salesforce.com and others, these integrations are offered as part of our service and require user setup and configuration via Nalpeiron dashboards and APIs. These integrations do not include professional services or any additional assistance in working with the third party providers nor do we offer any form of cross guarantee about the third parties in question. Nalpeiron charges an additional fee for assistance in setting up or working with these bundled integrations, pricing available on request. Nalpeiron also reserves the right to unbundle or sell any and all third party integrations separately. No interoperability warranty is offered or implied by these integrations.

Purchase and Payment Agreement.

Your purchase and payment agreement is the Nalpeiron-approved form created following your purchase of one of our products or services through our payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees.

Fees and Taxes.

As consideration for the services you purchased, you agree to pay Nalpeiron the applicable service(s) fees set forth on our Web site at the time of your selection, or, if applicable, upon receipt of your invoice from Nalpeiron. All fees are due immediately and are non-refundable (unless as otherwise stated in any additional written agreements with Nalpeiron or unless otherwise covered by a separate written Service Level Agreement (SLA) where those terms shall apply. The fees for the Service are based on the number of license codes you purchase or user nodes you are tracking  and the subscription fee per product in a given Term or on a fixed payment agreement for the Unlimited Plans.

All fees are in US Dollars and all payment obligations are non-cancelable and all amounts paid are nonrefundable unless otherwise covered by a separate written Service Level Agreement (SLA) where those terms shall apply. All fees exclude taxes where applicable. If Nalpeiron is required to pay any sales, use, GST, VAT, or other taxes in connection with the Service, other than taxes based on Nalpeiron's income, such taxes will be billed to and paid by you. When purchasing through the store the service will not be activated until full cleared payment has been received.

License Code Terms (in versions 5-7 only).

Where applicable, the Nalpeiron License Codes you have purchased may be rolled over to a new Term if you purchased them as separate items from our price guide. If you switch your service to "end of life" and continue your subscriptions under this process your license codes will continue to be active during the subscription period. If you let your subscription to Nalpeiron Service lapse entirely then unused license codes will be forfeit and used codes will not be able to use the server-side functionality but should still be active at the user depending on your use of the Service. You are solely responsible for monitoring the number of license codes used by you or remaining at the end of the Term.

Payment options

Payment options may be made available to clients to enable the purchase of subscriptions over a period of time defined at purchase, the usual minimum contract period is twelve (12) months. Changes to your account payments may only take place within one month of the end of the period or after the final month of your current subscription period.

Where payment is made in regular payments for the service, if any of the payments is not made on time during the agreed payment period the service will be suspended until payment has been received. You will have fourteen (14) days to make any payment, after which time the monthly payment plan may be revoked and full payment will immediately become due. You will still be liable for the full amount of any contract plus any fees to re-instate the service and any interest owing due to late payment. Nalpeiron may also terminate the service at its discretion due to late payment after giving you notice and thirty (30) days to cure the non-payment.

Where you are paying based on a percentage (%) of your reported Company revenues your contract will allow you to use an "unlimited" plan where you will have access to the maximum available ProductIDs and License Codes the system can operate. These plans rely on a separate signed and executed agreement between the parties that outlines the associated costs and fees. An unlimited or enterprise plan will only be valid if a fee is being paid even if the licensee has zero (0) reported revenues. In the event the licensee wishes to move to an "end of life" agreement where the reported revenues are lower than the previous year, or zero, there will still be a fee associated with use of the Service and written agreement will be negotiated between the parties to enable ongoing access by the licensees' end users. Under no circumstances will a percentage (%) based agreement enable services where no fee is payable nor will access to the service be available to the licensees users without a fee being paid to the Licensor even in an "end of life" state.

Startup, free, NFR or low costs plans.

Where special "startup" type plans are offered at low or no cost, these will have restrictions in their usage and will not be applicable for Customers with revenues in excess of $2.5M or existing Nalpeiron Customers using our previous versions.

Upgrade, Downgrade and Switching Plans.

There will be no refunds or credits for partial months of service, upgrade refunds, or refunds for months unused with an open account.

If you switch to an "unlimited plan" your outstanding subscriptions (ProductIDs) and license codes will be absorbed into the new account, no credit will be issued for the outstanding license codes or activate subscriptions as that will be factored into the agreed initial transfer payment price when you move from the "price list" based agreement to an unlimited plan. In order to treat everyone equally, no exceptions will be made.

Please note that you cannot "downgrade" between editions after an upgrade nor can you go back to the older “price list” subscription plan if you moved to the "unlimited plan". Downgrades are not permitted for technical reasons i.e. the number of codes issued to users is not reducable as they will have consumed these and reducing them may affect your users software activation status and the operation of your Software in the field.

Billing, Renewal and Term of Agreement.

This Agreement commences on the Effective Date. For all editions, the Initial Term will be as you elect during the Online subscription process or as otherwise mutually agreed upon in an Order Form, commencing on the date you agree to pay for the Service by completing the Online subscription form, or on the start date of the Order Form. On or before the end of the Term, you must either renew for another Term, or cease all use of the Service. If you fail to renew by the end of the Term, your access to and/or use of the Service will be denied. This Agreement may be terminated by Nalpeiron if (a) you fail to make payment and/or (b) you fail to comply with the terms of this Agreement. Upon the effective date of any termination, you relinquish all rights granted under this Agreement.

Nalpeiron charges and collects in advance for use of the Service. Nalpeiron will automatically renew and bill your credit card or issue an invoice to you each year on the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total Product licenses (ProductIDs) or the agreed "unlimited plan" fee, unless Nalpeiron has given you sixty (60) days prior written notice of a fee increase (communication by email to your registered account email address), which shall be effective upon renewal and thereafter. Fees for other products, codes and services will be charged on an as-quoted or current price list basis. Nalpeiron shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of all or part of the Service.

You agree to provide Nalpeiron with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator.

You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Nalpeiron reserves the right to terminate your access to the Service in addition to any other legal remedies. If you believe your bill is incorrect, you must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

Any renewal of your services with us is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal. Cancellation and renewal terms may be supplemented by program terms provided to you in writing or on the website for the Services you have selected.

Termination.

This Agreement shall commence on the Effective Date and shall continue forever unless earlier terminated as provided herein. We do not provide refunds if you decide to stop using the service during your Subscription Term. Upon renewal, we may increase the fees to reflect future changes to our list prices. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal.

This Agreement shall automatically be renewed upon the expiration of the then current term for the same term as previously contracted, based on the appropriate revenue tier per Licensee’s forecasted Annual Protected Revenue and then renew again automatically each subsequent Renewal Term and shall continue to do so unless or until You provide Termination Notice 60 days prior to the end of the current term or You fail to pay Fees in accordance with this Agreement.

Consequences of Termination.


If you do not keep up your subscription to the service you will be operating outside the agreed license terms and be subject to legal action if you continue to use our technology with your end users.

In summary, if you do not continue your service contract with Nalpeiron your effective use of the service and that of your end users will terminate and your software will no longer be protected, licensed or controlled by Nalpeiron technology.

Nalpeiron reserves the right to impose a reconnection fee in the event you do not renew your service contract and thereafter request access to the Service.

Termination for Cause.

Any unauthorized use of the Nalpeiron Technology or Service will be deemed a material breach of this Agreement. Any breach of your payment obligations will be deemed a material breach of this Agreement where such breach has not been cured within thirty (30) days of notice of such breach. Nalpeiron, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Nalpeiron may terminate a free account at any time in its sole discretion. You agree and acknowledge that Nalpeiron has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Any termination for cause or bankruptcy will mean the forfeit of any unused license codes, closing of the service for you and your end users and the loss of any outstanding license term on any Enabled Products.

Trial period.

If you registered for a trial use of the Services ("Trial Period"), you will have the entire Trial Period within which to purchase the Services you are using in order to retain any content that you have posted, uploaded or entered into websites made available through the Services during the Trial Period. If you have not purchased the Services by the end of the Trial Period, all of the content will be deleted. Nalpeiron is not responsible for any damages to you in the event you decide not to purchase the Services and Nalpeiron deletes the content after the Trial Period expires.

BY YOUR USE OF THE TRIAL VERSION OF THE SERVICES YOU UNDERSTAND AND AGREE THAT AFTER THE AMOUNT OF TIME SPECIFIED IN THE WEBSITE OR DISCLOSED DURING THE ORDERING PROCESS FOR THE SERVICES YOU HAVE PURCHASED, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SERVICES OR ANY DATA YOU HAVE ENTERED INTO SUCH SERVICES UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SERVICES.

Non-Payment and Suspension.

In addition to any other rights granted to Nalpeiron herein, Nalpeiron reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month over the prevailing bank base rate on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for licenses during any period of suspension. If you or Nalpeiron initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Fees section above. You agree that Nalpeiron may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Nalpeiron reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Nalpeiron has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

Representations & Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Nalpeiron represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the Online Nalpeiron help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

Account access.

To access or use the Nalpeiron services or to modify your account, you will be required to establish an account and obtain a login name, account number, password and/or pass phrase. You must be a human. Accounts registered by “bots” or other automated methods are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign-up process.

Your login may only be used by one person – a single login shared by multiple people is not permitted. Your Admin (Manager) account may create separate logins for as many people as you'd like. You authorize us to process any and all account transactions initiated through the use of your login name, account number, password and/or pass phrase.

You are solely responsible for maintaining the confidentiality and security of your login name, account number, password and pass phrase. You must immediately notify us of any unauthorized use of your login name account number, password or pass phrase, and you are responsible for any unauthorized activities, charges and/or liabilities made on or through your login name account number, password or pass phrase. In no event will Nalpeiron be liable for the unauthorized use or misuse of your login name, account number, password or pass phrase or security authentication option.

Versions, Interoperability and Service Switching

Nalpeiron offers various technologies and Service versions, these have been developed over time and include different code bases, operational capabilities and offer differing features and functions. It is imperative that our Customers test and try each version of our Service and choose to purchase the correct service version and payment plan that best meets their needs. Nalpeiron does not warrant interoperability between service versions nor does it warrant feature compatibility between versions as they can be very different technologically and therefore how they work in the field may vary. In summary, please test and choose the Service you wish to use without assuming that a feature in one is the same as another, they may appear so but may operate very differently. This is especially the case between the Service version V5-7 vs. V10 onwards - they are different technology, use differing code bases, V10 includes Open Source, they operate differently, offer differing capabilities, options and limitations that must be fully understood by the Licensee through testing and investigation before making any changes.

Account Information and Data.

Nalpeiron does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Nalpeiron, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Nalpeiron shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Nalpeiron will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Nalpeiron reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Nalpeiron shall have no obligation to maintain or forward any Customer Data. Nalpeiron agrees to use a reasonable degree of care to protect confidential information and “Customer Data”.

License to Client Data

You hereby grant to Nalpeiron, and you agree to grant to Nalpeiron, a royalty-free, nonexclusive, irrevocable, limited right and license to access your web page(s) and/or software products on the Nalpeiron Service and to access and log (i) any information concerning users' actions, entries, or activities on your web page(s) and/or software products, (ii) any information sent to you by users' web browsers or applications concerning users' web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or (iii) any data or other information you provide to Nalpeiron (collectively "Customer Data") for the purposes of (a) providing you with reports and other functions related to the Analytics Service; (b) analyzing and improving the Analytics Service; and/or (c) compiling aggregate data derived from your use of the Analytics Service to compile statistics, metrics, insights and general trend data about the Analytics Service for, among other things, Nalpeiron marketing and promotional purposes. This information will be presented only in aggregate form, and in no event will we compile specific site data that identifies clients or clients' visitors without client permission. You represent and warrant that you have all rights, licenses, and consents required to license Customer Data to Nalpeiron on these terms, and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.

Communication, conduct & content.

The Services may include a feature that allows you to exchange helpful information with other users of the Services and the public. Internet access is required to use these communication facilities. Please respect and interact with other users as you would in any public arena when using such features. You are responsible for exercising your judgment in evaluating and acting on (or ignoring) other users' communication sessions.

Nalpeiron does not endorse and is not responsible for the accuracy of the content in these facilities, and will not be liable for any damages incurred as a result of the submission, viewing or use of any such content. Users may post hypertext links to content hosted and maintained by third parties. Nalpeiron has no obligation to monitor these linked sites, and is not responsible for them. Your access to any linked sites is at your own risk. Do not reveal information that you do not want to make public. You also agree to comply with applicable Nalpeiron discussion board policies made available to you for the Services you have selected.

You agree that Nalpeiron has the right but not the obligation to monitor the Services and Content from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect itself or its users. Nalpeiron will not intentionally disclose any private email message unless required by law. Nalpeiron reserves the right to edit, refuse to post, remove or refuse to remove any information or materials, in whole or in part, that, in its sole discretion, is alleged to be unacceptable, undesirable, inappropriate or in violation of this Agreement.

Agents.

You agree that, if your agent, (e.g., your administrative contact, reseller, distributor, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our services ratifies any unauthorized actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent.

Right of refusal.

Nalpeiron, in our sole discretion, reserve the right to refuse to open an account or register you for other Nalpeiron service(s), or to delete your registered product account within the first thirty (30) calendar days from receipt of your payment for such services. In the event we do not open an account or register you for other Nalpeiron service(s), or we delete your account or other Nalpeiron service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) you have paid unless such refusal is for material breach of this agreement as per the clause “Termination for Cause” in which case no refund will be payable. You agree that we shall not be liable to you for loss or damages that may result from our refusal to open your account, refusal to issue a digital certificate, the deletion of your account or refusal to register you for other Nalpeiron service(s).

Certification.

You certify that you own, or otherwise have sufficient rights to, all intellectual property and/or other rights in the Enabled Products and that the operation or distribution of such Enabled Products does not to the best of your knowledge violate any law or third party rights. Nalpeiron certifies that it owns, or otherwise has sufficient rights to, all intellectual property and/or other third-party rights in the software used in the Service, and that the use of such software in the Service to the best of Nalpeiron’s knowledge will not violate any law or third-party rights. This clause excludes all forms of GPL and 3rd party code offered as additional options outside the core components of the Service offering (defined as the core Server-side code and the client-side libraries) specifically built by Nalpeiron staff.

Indemnification.

You shall indemnify and hold Nalpeiron, its licensors and its parent organization, subsidiaries, affiliates, officers, directors, employees, attorneys, shareholders and agents (collectively, the "Nalpeiron Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any Nalpeiron Party in connection with any claim by a third party arising out of (1) any claim that if proven true would constitute a material breach of this Agreement by you, (2) any use or alleged use of your or your user accounts by any person, whether or not authorized by you, which you know of or reasonably should have known of, or (3) any claim arising out of the material provided by you for which we provide Service, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement or misappropriation, trademark infringement or misappropriation, other intellectual property right infringement or misappropriation and any claim or liability relating to the content, quality, or performance of materials that you submit to or use with the Service. You may not enter into a settlement affecting or obligating Nalpeiron without its prior written consent. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.

We will indemnify and hold you, your officers, directors, employees, attorneys, shareholders and agents harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by you in connection with the sole gross negligence or willful misconduct by Nalpeiron Parties.

Accurate information.

You agree to. (1) provide certain true, current, complete and accurate information about you as required by the application process; and (2) maintain and update according to our modification procedures the information you provided to us when purchasing our services as needed to keep it current, complete and accurate. We rely on this information to send you important information and notices regarding your account and our services.

Disclaimer of Warranty.

NALPEIRON PROVIDES THE SERVICE "AS IS" AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT OR TITLE (EXCEPT FOR THAT COVERED UNDER THE NALPEIRON CERTIFICATION). YOU ACKNOWLEDGE THAT NALPEIRON HAS NOT REPRESENTED OR WARRANTED THAT THE USE OF THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY. YOU ACKNOWLEDGE THAT NALPEIRON HAS NOT REPRESENTED THAT THE SERVICE WILL PREVENT ALL UNAUTHORIZED USE OF YOUR SOFTWARE PRODUCTS. YOU MAY NOT RELY UPON ANY REPRESENTATION OR WARRANTY RESPECTING THE SERVICE BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES BY ANY OTHER NALPEIRON CUSTOMER OR USER OF THE SERVICE.

Limitation of Liability.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Nalpeiron and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to. (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your web site or your Nalpeiron web site; (8) loss or liability from your inability to use our e-mail service, web site manager service or any component of the subscription service (for websites from Nalpeiron); (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your account record or your agent's failure to pay any fees, including the initial registration fee or re-registration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in SSL, HTTPS, or any other standard not under Nalpeiron's sole control, or relating to customer-requested generation and transmission of a subscriber's private key.

Some states do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not fully apply to you. In such states, our liability and that of our third party providers and their respective agents shall be limited to the greatest extent permitted by law. No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999.

Internet Delays and Service Maintenance.

NALPEIRON’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.NALPEIRON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. You understand that Nalpeiron uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

Security and Copy Protection.

Nalpeiron shall have reasonable protection in place to minimize the risk of the Enabled Products becoming lost or accessed in an unauthorized manner using the Service. Nalpeiron does not guarantee the security of the Service and Nalpeiron will not be responsible in the event of any infiltration of its security systems. Nalpeiron does not guarantee that your Enabled Products cannot be used in an unlicensed installation by an end user without first being activated by the Service. You acknowledge that all security and copy protection systems are inherently fallible.

Information.

You acknowledge that, in providing the Service, Nalpeiron could rely upon information, instructions and services from you, your employees and agents and other third parties. You fully assume the risk associated with errors in such information, instructions and services provided that Nalpeiron has accurately transmitted data and/or complied with your instructions.

Privacy and Data Protection.

Our privacy statement is located on our Web site at https://www.nalpeiron.com/privacy/ and is not incorporated herein. The privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. You agree that by using our services you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. We will not refund any fees paid by you if you terminate your Agreement with us. We will not process the personal data that we collect from you in a way incompatible with the purposes and other limitations described in our privacy statement.

While using the Nalpeiron Service you will be deemed to have the role of the Data Controller (as defined by many jurisdictions in the World) and as a result you undertake to obtain any and all data protection consents required to permit Nalpeiron to hold, use, disclose or otherwise process any Personal Data generated (where "Data Controller" and "Personal Data" has the meaning defined by the end users local laws) for the purposes of providing the Nalpeiron Services.

 

Nalpeiron shall process the Personal Data only on and subject to your instructions from time to time and shall not process the Data for any other purpose.

 

Nalpeiron shall implement and maintain appropriate technical and organisational security measures against unauthorised access to, or unauthorised alteration, disclosure or destruction of, the Personal Data. You agree that you shall remain solely responsible for determining the contents and use of the Personal Data.

 

You acknowledge that you are the Data Controller in relation to the Personal Data and Nalpeiron is a Data Processor in relation to the Personal Data. Whilst Nalpeiron undertakes to carry out all communications with your end users in a lawful manner, You shall at all times be responsible for respecting and protecting end user privacy, confidentiality and similar rights. You will have and abide by an appropriate and lawful privacy policy and will comply with all applicable laws relating to the collection and processing of information from end users. You will not encourage or permit any third party, to use the Nalpeiron Services to unlawfully track or collect personally identifiable information of any end users without their consent. It is your obligation to ensure that the use of Nalpeiron Services is lawful and does not infringe any laws or any right of third-parties in any Country, including but not limited to complying with the European Union General Data Protection Regulation (“GDPR”), Regulation (EU) 2016/679. Nalpeiron retains the right to utilize servers located both within and outside the United States, European Union and the European Economic Area and therefore you must ensure that any of your end users (data subjects) gives consent to such transfer of data.

 

In addition, you represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to. (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.

 

The Nalpeiron Service requires the collection and processing of your end user’s IP address which is used only for purposes of collating the country-of-origin of that end user. Each device attached to the Nalpeiron Service is identified with a unique DeviceID to permit the continued and seamless recognition of the unique end user anonymously by Nalpeiron. Therefore whilst you undertake to carry out all communications with your clients in a lawful manner you shall at all times be responsible for respecting and protecting their privacy, confidentiality and similar rights. These rights may change based on their location and the legal jurisdiction in which they reside.

 

YOU SHALL NOTIFY YOUR USERS WITH A CLEAR, EASILY ACCESSIBLE, CORRECT AND UP-TO-DATE PRIVACY POLICY PROVIDING NOTICE OF YOUR USE OF THE NALPEIRON SERVICE USED TO LAWFULLY COLLECT DATA ABOUT THEIR USE OF YOUR SOFTWARE OR HARDWARE. YOU SHALL INFORM YOUR CLIENTS THAT YOUR SOFTWARE (OR HARDWARE) IMPLEMENTS A CALL-HOME SYSTEM WHICH COLLECTS AND PROCESSES CERTAIN STATISTICAL DATA AND TRANSMITS THIS DATA TO A CLOUD SERVER FOR STORAGE AND FURTHER PROCESSING BY YOURSELF AND NALPEIRON AND OR NALPEIRON'S PARTNERS, SUBSIDIARIES OR AFFILIATES.


Nalpeiron Services.

You may be made aware of or offered services, features, products, applications, online communities, or promotions provided by Nalpeiron (“Nalpeiron Services”). If you decide to use Nalpeiron Services, you may be subject to additional terms and conditions governing these Nalpeiron Services and separate fees may apply. You acknowledge that in accessing certain Nalpeiron Services through the Services you may upload or enter certain data from your account(s) such as names, addresses and phone numbers, purchases, and sales among others, to the Internet

You hereby grant Nalpeiron permission to use information about your business and usage experience to enable us to provide the Nalpeiron Services to you, including updating and maintaining your data, addressing errors or service interruptions, and to enhance the types of data and services Nalpeiron may provide to you in the future. You also grant Nalpeiron permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally to improve services and to compare business practices with other company standards. We may use your data to create, market or promote new Nalpeiron offerings to you and others.

Email and the CAN-SPAM act.

Please ensure that you conform to any laws relating to communications with End Users, such as the CAN-SPAM act. Check that your emails have the correct contact details and format to comply fully with the law. The law may vary depending on your Country of operation so check your local laws carefully. Any non-conformance to this act and any other applicable laws is a breach of this agreement.

U. S. Export Restrictions.

You will fully comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software or Service, any portion thereof or any materials, items or technology relating to Nalpeiron's business or related technical data or any direct product thereof to any Restricted Person.

Force Majeure.

Neither party will be liable for any failure or delay in performing any obligation under this Agreement that is due to causes beyond its reasonable control, such as natural catastrophes, governmental acts, omissions laws or regulations, labor strikes or difficulties, communications systems breakdowns or failure of the Internet, hardware or software failures (other than those attributable to the party hereto that has failed to perform hereunder), transportation stoppages or slowdowns or the inability to procure supplies or materials. If any of these causes continue to prevent or delay performance for more than 14 days, the affected party may terminate this Agreement, effective immediately upon written notice to the other party. Notwithstanding the foregoing, this Section shall not apply to requirements to make payments.

Dispute Resolution Policy and Waiver of Jury Trial.

The Parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each Party shall nominate one senior officer of the rank of Vice President, Division General Manager or higher as its representative.  These representatives shall, within thirty (30) days of a written request by either Party to call such a meeting, meet and shall attempt in good faith to resolve the dispute. If the disputes cannot be resolved by such senior officers in such meeting, the Parties agree that they shall, if requested in writing by either Party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation.  If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day mediation, either Party must go into Arbitration proceedings per the clause below. This procedure shall be a required prerequisite before taking any additional action hereunder. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

Arbitration Agreement.

The Parties agree that any dispute, claim or controversy arising out of or relating in any way to the Nalpeiron service, including our website, user interfaces, these Terms of Use and this Arbitration Agreement, shall be determined by binding arbitration instead of in courts of general jurisdiction. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and Nalpeiron are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your Nalpeiron subscription.

If you elect to seek arbitration, you must first send to Nalpeiron, by certified mail, a written Notice of your claim ("Notice"). The Notice to Nalpeiron should be addressed to: General Counsel, Nalpeiron, Inc., 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 ("Notice Address"). If Nalpeiron elects to seek arbitration, it will send, by certified mail, a written Notice to the address used for your account. A Notice, whether sent by you or by Nalpeiron, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If Nalpeiron and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Nalpeiron may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Nalpeiron or you shall not be disclosed to the arbitrator. You may download or copy a form Notice and a form to initiate arbitration at www.adr.org. If you are required to pay a filing fee, after Nalpeiron receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement.

All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Nalpeiron and you agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If you reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to you, but will remain subject to the AAA Rules including the AAA rules regarding the selection of an arbitrator). If your claim is for US$10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of Nalpeiron’s last written settlement offer made before an arbitrator was selected (or if Nalpeiron did not make a settlement offer before an arbitrator was selected), then Nalpeiron will pay you the amount of the award or the total of the last year’s subscription fees, whichever is the lower amount. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

YOU AND NALPEIRON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Nalpeiron agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.

Relationship of Parties.

You and Nalpeiron are independent parties. Nothing in this Agreement shall be construed as making you an employee, agent or legal representative of Nalpeiron.

Controlling Law.

This Agreement will be governed by the laws of Colorado, US and you submit to the jurisdiction of the courts of Colorado. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.

Company Name.

Nalpeiron may include your company name and logo in a list of Licensor customers and reference you as a customer.

Aggregate Reports.

Nalpeiron reserves the right to aggregate certain categories of Client Data (such as Internet browser usage, environment data, and platform type etc) across some or all of the websites or Software products using the Analysis Service for the purposes set forth in Section ("License to Client Data").

Feedback.

Nalpeiron may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its services (“Feedback”). You agree that Nalpeiron may, in its sole discretion, use the Feedback you provide to Nalpeiron in any way, including in future modifications of the Services, multimedia works and/or advertising, marketing and promotional materials relating thereto. You hereby grant Nalpeiron a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty free license to use, modify, create derivative works from, distribute, display and otherwise exploit any information you provide to Nalpeiron in the Feedback.

Notice.

Nalpeiron may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Nalpeiron's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Nalpeiron's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Nalpeiron (such notice shall be deemed given when received by Nalpeiron) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Nalpeiron at the company’s address, addressed to the attention of: Chief Financial Officer.

Modification to Terms.

Nalpeiron may change this Agreement from time to time effective upon posting of the modified Agreement on its website. Please review the Agreement periodically on this website for changes. Nalpeiron has the right to change or add to the terms of this Agreement, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to, Internet based services, pricing, technical support options, and other product-related policies, upon reasonable notice, including but not limited to posting information concerning such change in the Services selected by you or on an Nalpeiron sponsored website. Your continued use of the Services after Nalpeiron's publication of any such changes shall constitute your acceptance of this Agreement as modified.

Intellectual Property Ownership.

Nalpeiron alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Nalpeiron Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Nalpeiron Technology or the Intellectual Property Rights owned by Nalpeiron. The Nalpeiron name, the Nalpeiron logo, and the product names associated with the Service are trademarks of Nalpeiron or third parties, and no right or license is granted to use them. The look and feel of the Service is copyright Nalpeiron. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Nalpeiron.

Additional Software SDK, Components, Open Source and 3rd party Software.

Nalpeiron may from time to time use within its own products or offer as additional optional components Software code and utilities from 3rd parties. In all these cases the terms of these licenses will apply to your use of this 3rd party code and these licenses will be listed hereunder or within the components themselves, you hereby agree to re-publish or include in your own Software any such license details and to comply with any such restrictions, pay any required license fees or comply with any 3rd party terms these components contain.

All open source software used by Nalpeiron is licensed under Apache 2.0, MIT, openBSD or similarly liberal licensing. For a complete list and license details click here.

This Agreement supplements the End User License Agreement ("EULA") which may be contained within versions of additional Nalpeiron downloadable software SDKs or components (the "Software") offered within the Service Support System. The Software-based EULA Terms are to be found with the Software itself as part of the installation and execution of this Software. In the event of a conflict between the terms of this Agreement and the terms of the EULA, the terms of this Agreement will control. Terms not defined herein shall have the meanings ascribed to them in the EULA.

Acquisition of Third-Party Products, Services and Integrations.

In connection with your use of the Services, you may be made aware of services, products, offers and promotions provided by third parties who are not affiliated with Nalpeiron (“Third Party Products”). If you decide to use any Third Party Products, you do so at your own risk and are responsible for reviewing the terms governing such Third Party Products. You authorize Nalpeiron to use and disclose your contact information, including name and address, for the purpose of making the Third Party Products you choose available to you. You agree that the third party, and not Nalpeiron, is responsible for the performance of the Third Party Products. The Services may contain or reference links to websites operated by third parties (“Third Party Websites”). Nalpeiron is not responsible for the content of, nor any link contained in such Third Party Websites. The inclusion of any Third Party Website link in the Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Nalpeiron of any data contained in, or services made available through any Third Party Website. You acknowledge that linked Third Party Websites may contain terms and privacy policies that are different from those of Nalpeiron. Nalpeiron expressly disclaims any liability for use of such Third Party Products and Third Party Websites.

The Service may contain features that enable various Other Services (such as Salesforce.com) to be directly integrated into your Nalpeiron experience. To take advantage of these features, You will be required to register for or log into such Other Services on their respective websites. By enabling third party services within the Service, You are allowing Nalpeiron to pass Your log-in information to these Other Services for this purpose.

Bankruptcy.

If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, or enters chapter 11 protection the other party may cancel any unfulfilled obligations. Entering into bankruptcy shall entitle Nalpeiron to terminate this Agreement for "cause" immediately upon written notice.

Assignment and Change in Control.

This Agreement may not be assigned by either of us without the prior written approval of the other except that either of us may assign this Agreement without prior permission to (i) a parent or subsidiary, (ii) an acquirer of assets (unless such an acquisition was a result of Bankruptcy), or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any assignment by you will require the assignee to sign a new license agreement and agree to these terms for any Enabled Products and purchase additional license codes from the date of assignment in the name of the newly entity. Previously owned Enabled Products (Product IDs) will be transferred once payment has been made but unused License Codes will be void. Any costs related to the transfer will be borne by the new entity and charged at minimum $1500 per man/day. Any actual or proposed change in control of you that results or would result in a direct competitor of Nalpeiron directly or indirectly owning or controlling 50% or more of you shall entitle Nalpeiron to terminate this Agreement for "cause" immediately upon written notice.

Survival.

Any provisions in these Terms which by their nature extend beyond the termination or expiration of any sale or license of the service will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns.

Severability and Waiver.

If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Nalpeirons' acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Nalpeirons' right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Nalpeirons to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.

Excuse

Nalpeiron shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.

Federal government end use provisions.

If you are a U.S. federal government end user, this Service 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 those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, this Service is licensed to you with only those rights as provided under the terms and conditions of these Terms.

Consent to conduct business electronically (“consent”).

Nalpeiron may be required by law to send “Communications” to you that pertain to the Services, the use of information you may submit to Nalpeiron, and the services you choose. Certain third party services you choose may require Communications with the third parties who administer these programs (Third Party Services”). You agree that Nalpeiron, on behalf of itself, and others who administer such Third Party Services (as applicable), may send Communications to you by email and/or may make Communications available to you by posting them at one or more of our sponsored websites. You consent to receive these Communications electronically. The term “Communications” means any notice, record, agreement, or other type of information that is made available to you or received from you in connection with the Services and Third Party Services.

The decision whether to do business electronically is yours. Your consent to do business electronically and our agreement to do so covers all transactions you conduct through the Services for as long as you remain a subscriber to or use the Services. If you later decide that you do not want to receive future Communications electronically, write to us. If you withdraw your consent to receive Communications electronically, we may terminate your use of the Services. We do not provide ISP services. You are responsible at your expense for access to the Internet and this website and any necessary hardware and software and obtaining your own Internet service provider (which may be a wireless carrier). You agree to notify us promptly of any change in your email address or other Registration Data. You can do so by logging into your service and updating your customer profile.

Special Admonitions for International Use.

Recognizing the global nature of the Internet and the rapid changes around /online privacy, you agree to comply with all local rules regarding /online conduct and acceptable content. Without limiting the foregoing, you agree to comply with all applicable laws regarding the transmission of technical data exported to or from the United States or the country in which you operate or reside and to comply with any other local laws affecting the Services.

Customer promotions and giveaways.

From time to time Nalpeiron may offers clients and prospects special offers, giveaways and discounts. All such offers are subject to our normal terms and conditions, they are always at the sole discretion of Nalpeiron management and can be canceled or terminated at any time. Free books, gifts and other "giveaways" are provided "as is" and cannot be exchanged for a cash equivalent. Open to legal residents of the fifty (50) United States and Canada who are 18 years of age or older at time of entry. If for any reason the promotions are not capable of running as planned for any reason Nalpeiron reserves the right in its sole discretion, to cancel, terminate, modify or suspend the Giveaway and select the winners by random drawing from among all eligible entries received from all methods combined up to the point of the action taken by Nalpeiron. All giveaways must be claimed within 180 days, the "recipient of the giveaway" forgoes any prizes after 180 days without follow up.

Service Upgrades, Enhancements, and Branding.

You understand that Nalpeiron makes regular and sometimes substantial changes and improvements to the Services and that direct communication with Your staff about planned changes may be necessary to ensure Your efficient use of the Services. You understand and agree that from time to time, and solely at its discretion, Nalpeiron may communicate directly with users (Your staff) of your Nalpeiron Dashboard account using electronic and other means. Such communication shall be restricted to content relating to planned and actual product changes and enhancements, product education, product feedback and suggestions, system availability, and other content relevant important to the productive use of the Services. Under no circumstances will user information, including emails, be shared with third parties.

Zentitle Changes and Updates.

Product features and functions are constantly optimized for the needs of the market and their competitive advantage. That means that some of our products and services can gain new capabilities or some capabilities will no longer be available.

To keep product performance at the highest level, to add new capabilities and to increase the features available Nalpeiron may release new versions or a new generation of the service. These new capabilities may be added to the current version you have purchased or they may be offered as add-ons or an entirely new service option with additional charges. Information about new product generation will be discussed in our normal channels in advance and a migration plan will be scheduled where appropriate. In some cases there will be a need to start fresh with the new service option vs migrating from the existing service you have subscribed to.

To keep your SLA and support agreement you may need to upgrade to the newest version of the product version. Failing to do so could result in Nalpeiron not to be able to continue in delivering the service and that won’t be seen as a breach of contract.

Entire Agreement.

This Agreement is the complete agreement between you and Nalpeiron and sets forth the entire liability of Nalpeiron, its corporate affiliates and its Suppliers and your exclusive remedy with respect to the Services and its use. Any modification or waiver of the terms herein by Nalpeiron must be in a writing signed by an authorized representative of Nalpeiron and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be interpreted to accomplish the objectives of such provision to the fullest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

This Agreement may not be assigned by you without the prior written approval of Nalpeiron, but may be assigned without your consent by Nalpeiron to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets including the Services, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. Failure to prosecute a party's rights will not constitute a waiver of any breach. This Agreement has been written in the English language and you waive any rights you may have under the law of your country or province to have this Agreement written in any other language.

Nalpeiron contact details

Nalpeiron Inc
4450 Arapahoe Ave.
Suite 100
Boulder
CO 80303
U.S.


Disclaimer Notice.

THE INFORMATION PROVIDED IN THE NALPEIRON KNOWLEDGE BASE & DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NALPEIRON DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL NALPEIRON CORPORATION OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS OR SPECIAL DAMAGES, EVEN IF NALPEIRON CORPORATION OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE FOREGOING LIMITATION MAY NOT APPLY.

NALPEIRON DOES NOT WARRANT THAT THE FUNCTIONS FOR THE LICENSED SOFTWARE OR CODE CONTAINED IN THE KNOWLEDGE BASE & DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE LICENSED SOFTWARE OR CODE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE OR CODE CAN BE CORRECTED. FURTHERMORE, NALPEIRON DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED SOFTWARE, CODE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NALPEIRON OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE LICENSED SOFTWARE OR CODE PROVE DEFECTIVE AFTER NALPEIRON HAS DELIVERED THE SAME, YOU, AND YOU ALONE, SHALL ASSUME THE ENTIRE COST ASSOCIATED WITH ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Copyright Notice.

Copyright Nalpeiron, Inc. All rights reserved. Nalpeiron Licensing Service™, Zentitle™, Zengain™, NSL™, NSL™, NSA™, PRO-Tector™, Total License Agility™, PnF™, PRO-Tector Flash™, OverdraftTracker™, TrialMaximizer™, ActiveMarketing Suite™ and the Nalpeiron logos, Nalpeiron, and the Nalpeiron company logo are trademarks of Nalpeiron, Inc. Other products or company names are or may be trademarks or registered trademarks and are the property of their respective companies.

The information in this document is subject to change without notice and should not be construed as a commitment by Nalpeiron, Inc.

While every effort has been made to assure the accuracy of the information contained herein, Nalpeiron, Inc. assumes no responsibility for errors or omissions. Nalpeiron, Inc. assumes no liability for damages resulting from the use of the information contained in this document.

The software described in this document is furnished under a license and may be used or copied only in accordance with the terms of that license. No part of this publication may be reproduced, photocopied, stored on a retrieval system, or transferred without the expressed prior written consent of Nalpeiron, Inc.


Solutions

Sell the way that wins business Automate licensing and entitlements Control, track, analyze entitlements Go to market faster at lower cost

Platform

What is Zentitle? Platform Tour On-Premise, Desktop, Server, SaaS Hardware Licensing (IoT) Why Software Monetization? Software Licensing Models

Connectivity

Zentitle API Integrations Account Based Licensing Identity

More Capabilities

Dynamic Entitlements Online and Offline Network Licensing Integrated Analytics Reseller Ready

About Us

About Us Why Nalpeiron? Our Customers The Team Partners Careers

Materials

Whitepapers Videos Blog

Developers

Documentation API Trust & Status Log a Support Request About Support

Services

Professional Services Training Consulting

Support

Log a Support Request About Support

Contact

Talk to Us Pricing Book a Meeting
Zentitle on LinkedIn Zentitle on Twitter Zentitle on YouTube
Contact Us The Software Licensing & Analytics Blog

© 2023 Copyright - Nalpeiron, all rights reserved

Website use subject to Terms and Conditions. See our Privacy Policy

Use of Zentitle is subject to our Service Terms and Conditions