This document is an End-User Licence Agreement (“EULA”) between the person (“You”) who has downloaded and installed the Materia - Designer (Packaged App) (“Product”) and Webshell S.A.S (“Materia”) for your use of the Materia Packaged App (“Product”).
By downloading and installing the Product on any computer system, You agree to be bound by this EULA. Materia reserves the right to modify terms of this EULA at its discretion. If Materia makes any material changes to the EULA terms, it may notify you by email or posting a notice on its website https://getmateria.com.
You must be legally capable of entering in to a binding contract under the laws of the country and/or state to which You are subject to. If You are a non-individual such a company, the person entering in to this EULA must be duly authorized (by such non-individual entity) to enter in to it. If You are not legally capable of entering into a contract under the laws of country and/or state to which you are subject to, you cannot use the Product and you must uninstall the Product and cease its use immediately.
You must be a human being to enter into this EULA even if you intend to Use to the Product on an automated platform or other form of non-human Use. Any use of the Product by ‘bots’ or other automated tools or methods is not permitted under this EULA unless the EULA has been entered into by a human being.
In consideration of You agreeing to be bound by and abide by this EULA, Materia grants You a revocable, royalty free, non-exclusive, non-transferable, global, limited license to Use* the Product in executable code form only on the computer on which you first install the Product. Except for the limited license set out in this EULA, Materia grants you no other license or right in the Product.
Use, Using or Used means to directly or indirectly activate the processing capabilities of the Product, load, execute, access, utilize, store, employ the Product, or display information resulting from such capabilities including uploading any Content* or generating any Content by utilizing its capabilities. User means anyone Using the Product.
**Content means any information including any code, written text, data files, messages or metadata that are either uploaded or entered into the Product or that is generated by the Use of the Product.
The Product may contain third party materials that are subject to separate licensing terms. By Using the Product, You agree to be bound by those separate license terms. It is Your responsibility to familiarize Yourself with terms governing such third party material.
You are permitted to Use the Product by installing it on as many computer system as you desire subject to the following conditions. You must not Use or install the Product on a shared network, platform or resources where more than one computer system is capable of accessing the Product simultaneously. If You want to use the Product on multiple computer systems, You must download and install it separately in each such computer system. The Product has additional features and components that may be subject to different license terms than those set out in this EULA and such specific terms shall override the EULA to the extent necessary.
You acknowledge and agree that Materia owns all legal right, title and interest in the Product including but not limited to any ideas, concepts, inventions, systems, platforms, interfaces, tools, utilities, user interface, algorithms, logic, formulae, scripts, workflows, processes, software, methodologies, databases know-how, trade secrets and other technology and information including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist.
This EULA is a non-exclusive arrangement. There is no prohibition or restriction on Materia to provide same or similar rights as set out in this EULA to any other person.
You own all of the rights and title in the Content you upload into, or generate by Using, the Product. Therefore, You are solely responsible for any Content uploaded by You in or generate by Using the Product. Your Content must not violate terms of law or any right (including intellectual property right) of any person.
Materia provides you the ability to store all or part of Your Content on the Server*. This storage functionality is provided to you on an “as-is where-is basis” and Materia does not take any responsibility for the security of such Content. If you use the storage functionality to store Your Content, You will be deemed to have accepted all the conditions in this EULA relating to such functionality.
*Server means the storage server and such other hardware and software resources of Materia that are used to store amongst other things, the Content.
Materia maintains a record of usage of the Product by the Users to collect, store, analyze and use any data relating to their Use of the Product. To this end, Materia shall record the number, type, frequency or other patterns regarding type and manner of Use of the Product by its Users. You acknowledge and agree to this right of Materia. You agree that Materia retains all legal rights, title and interest in any such record, report or analysis generated by Materia under this Section 5(d). You further agree that Materia may use the aggregated data relating to Use of the Product by all its Users for improving the efficiency of the Product or for any other purpose that it deems fit. For the avoidance of doubt, Materia will not access your Content as part of its monitoring of the use and functioning of the Product.
You acknowledge and agree that your Use of the Product does not require any personally identifiable information to be uploaded into or included in the Product and that the Content shall not include any personally identifiable information.
Materia has only licensed the Product to You. As between Materia and you, Materia owns all right, title and interest in and to the Product, and any intellectual property rights associated with it and with Materia. Materia reserves all rights in and to the Product that it does not expressly grant You in this Agreement. You agree not to:
Use the Product for any illegal purpose or in a manner that it violates any law or rights of any other person;
Permit Use of the same Product in a manner not authorised by this EULA;
Disassemble, decompile, unlock, reverse engineer, or decode the Product in any manner or create any derivative works based of the Product;
Re-sell, grant any rights under this EULA to any third party or lease, time-share, lend or rent Products;
Copy any features, functions or user interfaces of the Products;
Upload, include or insert in any manner any personally identifiable information in the Product;
Introduce any malicious code, virus, malware, or any other material that disrupts, slows down or causes the Product to malfunction;
Upload or generate any Content that is is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable.
Materia shall from time to time release additional features of the Product. Use of these features may be subject to payment of fees and other terms as prescribed by Materia. To use such additional features in the Product, You are required to abide by such additional terms and pay fees, as applicable.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE PRODUCT IS AT YOUR SOLE RISK AND THAT THE PRODUCT IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTY FOR MERCHANTABILITY OR FITNESS FOR PURPOSE. Materia DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE SECURE, ERROR FREE OR UNINTERRUPTED.
YOU HAVE CHOSEN TO USE THE PRODUCT ON YOUR OWN VOLITION AND Materia BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT. Materia WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR COMPUTER OR THE SERVER, DUE TO USE OF THE PRODUCT.
Materia HAS NO CONTROL OVER THE CONTENT UPLOADED OR GENERATED BY YOU IN YOUR USE OF THE PRODUCT. Materia UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT UPLOADED OR GENERATED BY YOUR USE OF THE PRODUCT. Materia HAS NO CONTROL OVER THE USE THAT ANY THIRD PARTY MAY PUT TO ANY CONTENT THAT IS SHARED BY YOU ON THE PRODUCT. Materia ASSUMES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY THIRD PARTY MAY SUFFER DUE TO ANY CONTENT SHARED BY YOU ON THE PRODUCT.
To the maximum extent permitted by law, You agree to defend, indemnify and hold harmless Materia and its directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from (i) Your use of the Product in violation of this EULA or any applicable laws or regulations, and (ii) any third party claims arising out of or relating to Your Use of the Product.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Materia, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU BY USE OF THE PRODUCT, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT Materia OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
Materia will not terminate the EULA except as set out in Clause 10(b) below. Should You wish to terminate the EULA, You are required to provide 14 days’ notice to Materia by sending an email with subject line “EULA Termination” to firstname.lastname@example.org.
Materia has the right to terminate the EULA, if (i) You have breached any term in the EULA, (ii) it is required to do so under law, or (iii) Materia decides to discontinue the Product.
If Materia receives a take-down notice for any Content shared by You, it shall take reasonable steps to determine the basis for such notice. If Materia concludes that it is legally obligated to comply with such request or that it is appropriate for Materia to comply with such request, it may, in its sole and absolute discretion, remove such Content and provide written intimation to you of it. You will not be entitled to challenge Materia’s determination in this regard and Materia will not have any liability to You as result of taking down Content in accordance with this Clause 10(c).
This EULA constitutes the whole legal agreement between You and Materia and governs your Use of the Product, and completely replaces any prior agreements between You and Materia in relation to the Product.
You must keep all information received by You from Materia in relation to the Product or otherwise, strictly confidential. You are not permitted to share those information with any third party without prior written permission of Materia.
You agree that if Materia does not exercise or enforce any legal right or remedy which is contained in this EULA (or which Materia has the benefit of under any applicable law), this will not be taken to be a formal waiver of Materia’s rights and that those rights or remedies will still be available to Materia.
If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this EULA is invalid, then that provision shall be deemed removed from this EULA without affecting rest of this Agreement. The remaining provisions of this EULA will continue to be valid and enforceable.
The rights granted in this EULA may not be assigned or transferred by You without the prior written approval of Materia. You are not permitted to delegate Your responsibilities or obligations under this EULA without the prior written approval of Materia. Materia is entitled to assign, transfer or delegate any right, responsibility, duty or obligation under this EULA.
You may be required to create a user account (“User Account”) on the Website to use and avail of certain of the features of the Product as also to receive certain services provided by Materia. In order to create a User Account, You will have to provide your name, email id, employer name (if applicable) and such other relevant data fields as may be needed by Materia to create and activate the User Account. You acknowledge that the User Account can be accessed solely by You and You agree to keep credentials of the User Account confidential. Any information provided by You for creation of a User Account shall not be used by Materia for any purpose other than (i) to enable Your Use of the Product, or (ii) to render any service to You through Your Use of the Product, or (iii) in any manner as permitted by You. Upon termination of this EULA, any information provided by You for creation of the User Account will be deleted by us from our records within 21 days of such termination.
Please send any feedback and suggestions that You have for the Product to email@example.com. You agree that Materia is at liberty to use and incorporate those feedback and suggestions in the Product without affecting its rights and title in the Product.
This EULA shall be governed by the laws of India, without regard to any conflict of law provisions. You and Materia agree to submit to the exclusive jurisdiction of the courts at Bangalore, India to resolve any dispute arising out of this EULA.
The obligations in Sections 4, 5, 6, 7, 8 and 9 will survive any expiration or termination of this Agreement.