Terms and conditions

Last modified: April 20th, 2017

END USER LICENSE AGREEMENT (EULA)

IMPORTANT – PLEASE READ THESE TERMS AND ANY OTHER TERMS INCORPORATED HEREIN BY REFERENCE (INCLUDING WITHOUT LIMITATION OUR PRIVACY POLICY) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING GITWARDEN OR OTHER PRODUCTS FROM SUMMONRY LABS, LLC (“PRODUCTS”). BY DOWNLOADING, INSTALLING, OR USING THE PRODUCTS, OR BY CLICKING ON “I ACCEPT” OR “CONTINUE” IN REFERENCE TO ACCEPTING THESE TERMS AND CONDITIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT (INCLUDING OUR PRIVACY POLICY), THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS HEREIN, PLEASE DO NOT DOWNLOAD OR USE THE SOFTWARE OR USE THE SERVICES, OR CLICK ON “I ACCEPT” OR “CONTINUE”.

This end user license agreement is between you (“you”), as either an individual or as a business entity, and SUMMONRY Labs, LLC. (SUMMONRY, “we”, and “us”). This Agreement incorporates the terms of our Privacy Policy.

You affirm that you are at least 13 years old. If you are under 13 years of age you may not use the Products.

In exchange for your use of the Products, you agree as follows:

1. License

1.1 Subject to the terms of this Agreement, SUMMONRY grants you a revocable, non-exclusive and limited right to use the object code version of the Products on non-commercial purposes within the validity period of the agreement. Upon termination of this Agreement for any reason, the license set forth in this Section 1.1 will terminate. You may make a single copy of the Products in object code form for archival or backup purposes. You must include all Notices on all copies of the Products. You may not reverse engineer, decompile or disassemble the Products or attempt to gain access to the source code for the Products, except and only to the extent that it is expressly permitted by applicable law, and, to the extent applicable law permits contractual waiver of such right,you hereby waive your rights to do so.

1.2 You will not transfer or assign the Products or this EULA and/or any rights or obligations hereunder without the prior written consent of Summonry Labs.

1.3 Your rights under this EULA will automatically terminate if you breach any of your material obligations under this EULA. Upon any termination of this EULA, you will destroy all copies of the Products promptly after such termination.

1.4 All rights not expressly granted are reserved.

2. Indemnification

You will indemnify, defend and hold harmless SUMMONRY and its subsidiaries, affiliates, and each of their, officers, directors, employees, attorneys and agents, from and against any and all damages, claims and actions brought by you or any third party resulting from your use of the Products in violation of these Terms, your violation of applicable laws or regulations, or the infringement by you of any intellectual property rights of any person or entity.

To the full extent permitted by law, neither SUMMONRY., nor its affiliates, subsidiaries nor the Licensors will have any liability for any claim based upon or arising out of (1) Intentional or negligent acts of anyone other than the provider of Product; or (2) the combination, operation or use of the Products with any equipment,devices or software not supplied by SUMMONRY,or (3) the alteration or modification of Product.

3. Disclaimer and Limitation of Liability

THE CONTENT, SERVICES, PRODUCTS, INFORMATION AND ACCESS TO THE PRODUCTS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, AND NON-INFRINGEMENT. SUMMONRY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS IN TERMS OF ITS QUALITY, CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SUMMONRY DOES NOT WARRANT THAT ANY PART OF THE PRODUCTS WILL OPERATE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PRODUCTS, OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT TRANSMISSION TO OR FROM THE SITE AND ACCESS TO THE SITE WILL BE UNINTERRUPTED, CONTINUOUS, OR ERROR-FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

IN NO EVENT SHALL SUMMONRY OR ANY OF ITS AFFILIATES, SUBSIDIARIES, THIRD PARTY SERVICES PROVIDERS, LICENSORS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES, EVEN IF SUCH PARTIES HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE PRODUCTS, OR THE INFORMATION AND MATERIALS AVAILABLE FROM THE PRODUCTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

BY ACCESSING OR RECEIVING INFORMATION OR USING THE PRODUCTS, YOU AGREE THAT OUR LIABILITY AND THE LIABILITY OF THE AFFILIATES, SUBSIDIARIES, LICENSORS, AND THIRD PARTY SERVICE PROVIDERS, OR ANY OTHER PERSONS INVOLVED IN TRANSMITTING INFORMATION OR PROVIDING THE PRODUCTS ARISING OUT OF ANY CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE PRODUCTS WILL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE PRODUCTS RELATED TO YOUR CLAIM. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

From time to time there may be information presented through the Products that contains typographical errors, inaccuracies, or omissions, including those that may relate to products or services. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. SUMMONRY will use commercially reasonable efforts to provide accurate and updated information. However, SUMMONRY cannot and does not guarantee the accuracy or completeness of such information. WE DISCLAIM ALL LIABILITY AND RESPONSIBILITY ARISING FROM ANY RELIANCE PLACED ON SUCH MATERIALS BY YOU OR ANY OTHER USER OF THE PRODUCTS, OR BY ANYONE WHO MAY BE INFORMED OF ANY OF ITS CONTENTS. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

We reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice.

4. Privacy

By using the Products, you indicate that you understand and consent to the collection, use and disclosure of your information as described in our Privacy Policy.

5. Acceptable Use

You agree to use the Products only for lawful purposes and only for your own personal, non-commercial use. You may download a single copy of the Products for your personal, non-commercial use, provided you do not remove any trademark, copyright, patent, or other notice contained in such material. No other use is permitted unless otherwise expressly permitted by SUMMONRY. You may not, for example, use the Products to transmit, post, download, distribute, copy, display publicly, store or destroy material (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, patent, trademark, trade secret or other intellectual property rights of others or violate the privacy or publicity or other personal rights of others, or (c) that is libelous, obscene, offensive, threatening, defamatory, abusive or hateful.

You are prohibited from violating or attempting to violate the security measures of the Products, including, without limitation:
  • Attempting to probe, scan or test the vulnerability of the system or network or to breach security or authentication measures without proper authorization;
  • Attempting to interfere with service to any user, host or network;
  • Sending unsolicited e-mail, including promotions and/or advertising of products or services;
  • Hijacking all or any part of the Products;
  • Reverse engineering, decompiling or disassembling the Products or attempt to gain access to the source code for the Products, except and only to the extent that it is expressly permitted by applicable law, and, to the extent applicable law permits contractual waiver of such right, you hereby waive your rights to do so; Violating SUMMONRY’s intellectual property rights in the Products;
  • Using a false password or one belonging to another user or accessing data not intended for the user or logging into a server or account which such user is not authorized to access; and
  • Disclosing a password or permitting a third party to use a password or failing to notify us if a password is compromised.
We have absolute discretion to determine if any use violates these rules and to act as we deem appropriate in the event of any violation. Violations of system or network security or intellectual property rights may result in civil or criminal liability. We will investigate occurrences which may involve such violations and may involve, cooperate with, and make disclosures to, law enforcement authorities in identifying and prosecuting users who are involved in such violations.

We understand that some content providers are including contractual obligations in their terms and conditions that may prevent users from blocking ads from their content. SUMMONRY does not intend its Products to be used to block ads from providers that contractually prevent you from doing so. It is the user’s responsibility not to use the Products in a prohibited manner.

6. Copyright Policy

End users should not use Products for infringement on the intellectual property rights of others, (including without limitation to patent, trademark, trade secret, copyright, and other proprietary rights), and if you, the copyright owner or an authorized representative, believe that any content infringes on your copyrights, you may submit a notification to SUMMONRY as set forth below.

In the event that a third party provides SUMMONRY with a notification of any alleged intellectual property infringement, SUMMONRY may immediately remove such content and may block access to and cancel such user’s registration. In addition, in the event of an alleged copyright infringement, SUMMONRY shall act expeditiously in accordance with the Digital Millennium Copyright Act (“DMCA”) and will take steps to have the allegedly infringing material removed or access to such blocked.
Procedure for Submitting Notification of Alleged Copyright Infringement:
It is our policy to respond to notices of alleged copyright infringement that comply with the DMCA.. For any content in SUMMONRYS’s possession or control that you believe infringes your copyright, please send a written notice of alleged copyright infringement to SUMMONRY’s designated agent at the following address:

If by first class mail:

Copyright Agent for Notification of Claimed Infringement
Summonry Labs LLC
PO Box 941299
Houston, TX 77094


If by email:

copyright@summonrylabs.com

Your written notification of alleged copyright infringement should include all of the following information:
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are to be covered by a single notification, a representative list of such works;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access which is to be disabled, and information reasonably sufficient to permit SUMMONRY to locate the material on its server;
  • Information reasonably sufficient to permit SUMMONRY to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
  • A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by you, your agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Procedure for Submitting Notification of Alleged Intellectual Property Infringement (other than copyright infringement):
If you believe that any content posted using the Products infringes the intellectual property that you own or are licensed to enforce (other than your copyright), please send a written notification of such to SUMMONRY at the following email address: contact@summonrylabs.com. Include in the email the following information:
  • Identification of the allegedly infringing material with particularity to permit SUMMONRY to locate the material on SUMMONRY’s server;
  • Information reasonably sufficient to permit SUMMONRY to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
  • A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by you, your agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
We respect the intellectual property rights of others and will respond to clear notices of alleged infringement. You acknowledge that if you fail to comply with all of the requirements of this section, your notice may not be valid.

7. Application Contents

Unless otherwise noted, the Products and the software therein are property owned, controlled, licensed or used with permission by SUMMONRY, and/or its parents, subsidiaries, and affiliates, or other parties that have licensed to or otherwise permitted their material to be used by SUMMONRY. The Products as a whole and the software therein are protected by copyright, trademark, trade dress and other laws and all worldwide right, title and interest in and to the Products and the Product software are owned by SUMMONRY or used with permission. SUMMONRYLABS.com, SUMMONRY, SUMMONRY LABS, The SUMMONRY logo, GitWarden, and the GitWarden logo and all other trademarks and service marks appearing on the Products are property of SUMMONRY or are used with permission of the owner. You agree not to display or use such marks without SUMMONRY’s prior written permission. SUMMONRY disclaims any proprietary interest in trademarks, service marks, logos, slogans, domain names and trade names other than its own.

The Products are intended solely for personal, non-commercial use by the users of the Products and may not be used except as permitted in these Terms of Use. No right, title or interest in any downloaded materials or software is transferred to you as a result of any downloading or copying. Except as expressly permitted herein, you may not reproduce, republish, reverse engineer, publish, upload, post, transmit, distribute (including by email or other electronic means), publicly display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the Contents or the Services without the prior written consent of SUMMONRY or the owner of such material (or to the extent required by applicable law). Nothing contained on the Products grants or should be construed as granting, any license or right to use, implied or otherwise, any trademarks, trade names, service marks, trade dress, patents, copyrighted or other proprietary material displayed through the Products, without the prior written consent of SUMMONRY or the owner of such material. All rights not expressly granted herein by SUMMONRY to you are reserved by SUMMONRY and/or its licensors. Third-party trade names, product names and logos, contained in this website may be the trademarks or registered trademarks of their respective owners. Requests to use the Products for any purpose other than as permitted in this agreement should be submitted to contact@summonrylabs.com.

8. Third Party Websites and Materials

SUMMONRY is not responsible for the websites or the contents of any website that may be visited by the users of our Products. The ability to access third party websites while using the Products does not imply endorsement by SUMMONRY.

9. General Terms and Conditions

9.1 This EULA constitutes the entire agreement between you and SUMMONRY with respect to the subject matter hereof and supersedes all previous and contemporaneous written and oral representations, proposals, negotiations and communications, including, without limitation, the terms and conditions of any purchase order.

9.2 SUMMONRY may assign this EULA or any of the rights or obligations hereunder, and any causes of action arising hereunder, to any third party without necessity or obligation of notice to you. The waiver or failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder. The invalidity or unenforceability of any provision of this EULA will not affect the validity or enforceability of any other provision, the remaining provisions being deemed to continue in full force and effect.

9.3 SUMMONRY will not be responsible for any failure to perform its obligations under this EULA due to circumstances beyond its reasonable control, including without limitation acts of God, war, riot, terrorism, embargoes, acts of civil or military authorities unavailability of utilities or raw materials, Internet delays or failures, telecommunication failures, unavailability of components, labor difficulties, export control regulation, laws, judgments, governmental instructions, fire, flood or accidents. You agree that SUMMONRY will be entitled to all legal and equitable remedies otherwise available to it to protect the intellectual property, proprietary rights and Confidential Information of itself and its Licensors, including, without limitation, the right to seek and obtain injunctive relief and enforce the same against you without the necessity of having to post bond or other such guarantee.

9.4 This EULA will in all respects, be governed by and construed and enforced in accordance with the laws of Texas (without giving effect to any choice or conflict of laws). The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. You consent to the jurisdiction of competent courts in California for the resolution of any dispute arising under or related to this EULA or the Products.

9.5 This Agreement will become effective upon your acceptance of the Agreement as set forth herein and will remain in effect in perpetuity unless and until terminated as provided herein. You may terminate this Agreement by removing and deleting the Products in your possession and refraining from further use of the Products. SUMMONRY may terminate this Agreement at any time and may do so immediately without notice, and accordingly may deny you access to the Products, if, in SUMMONRY’s sole discretion, you fail to comply with any term or provision of this Agreement. Upon any termination of this Agreement by either you or SUMMONRY, you agree to promptly destroy or delete all copies of the Products in your possession and all materials downloaded or otherwise obtained from the Products, as well as all copies of such materials, whether made under the terms of this Agreement or otherwise, and to refrain from further accessing the Products. Any provision of this Agreement, which by its nature extends beyond termination of this Agreement shall survive termination of this agreement.

9.6 The parties agree that they shall perform the duties under this Agreement as independent contractors. Nothing contained herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Personnel employed or retained by us who perform duties related to this Agreement shall remain under our supervision, management, and control.

10. CONTACT US

If you have any questions or comments about SUMMONRY or our Products, please contact us at contact@summonrylabs.com.

©2017 Summonry Labs, LLC