This is a legal agreement between the individual that downloads, accesses, installs or uses the Software on his or her end point (and where relevant, the Licensor who purchased it) (“you” or “your”) and Salamander Technologies, LLC (“Salamander,” “we,” “us” or “our”).

PLEASE READ THIS LEGALLY BINDING END USER LICENSE AGREEMENT CAREFULLY, INCLUDING ANY LINKED TERMS.

The following terms (including any terms incorporated by reference) form the Agreement between you and Salamander (the “Agreement”). If your subscription is renewed or you have accepted multiple versions of the agreement, then the most current version that you accepted supersedes and replaces all prior versions.

The Agreement includes and/or incorporates by reference the following:

1. license rights to the Software;
2. restrictions on use of the Software;
3. support terms;
4. Privacy Notice available at https://www.salamanderlive.com/index.php/site-terms
5. provisions regarding data processing and system monitoring, including a description of analytics collected by Salamander and disclosures, authorizations, and acknowledgements regarding the same;
6. termination rights;
7. confidentiality obligations, warranty and warranty disclaimers;
8. liability limitations; and
9. governing law and dispute resolution provisions, including binding arbitration terms relating to disputes with Salamander (as permitted), waiver of jury trial and class actions (as permitted) which affect how disputes may be resolved.

BY CLICKING THE RELEVANT BUTTON OR CHECKING THE RELEVANT BOX, OR REGISTERING FOR, DOWNLOADING, ACCESSING, INSTALLING OR USING THE SOFTWARE, OR TAKING ACTIONS REQUIRED OF YOU TO ACKNOWLEDGE YOUR ASSENT TO THESE TERMS, YOU (AND WHERE APPLICABLE, THE LICENSOR THAT YOU REPRESENT AND THAT IS PURCHASING THE LICENSE) CONFIRM THAT:

• YOU HAVE READ THIS AGREEMENT AND YOU ACCEPT THE TERMS OF THIS AGREEMENT, INCLUDING FOR CLARITY, THE PRIVACY NOTICE AVAILABLE AT: https://www.salamanderlive.com/index.php/site-terms
• YOU ARE AT LEAST 18 YEARS OLD AND HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; AND
• IF YOU ARE ACCEPTING ON BEHALF OF A BUSINESS, YOU HAVE THE AUTHORITY TO BIND THE BUSINESS TO THE TERMS OF THIS AGREEMENT.

IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO DOWNLOAD, ACCESS OR INSTALL OR OTHERWISE USE THE SOFTWARE FOR ANY PURPOSE WHATSOEVER, AND YOU SHOULD NOT CONTINUE THE INSTALLATION PROCESS OR USE THE SOFTWARE (AS DEFINED BELOW) AND MUST DELETE OR DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION OR CONTROL.

This Agreement affects your rights and the conditions on which you may download, access and use our proprietary software solution(s) identified as part of the Purchase Agreement (as defined in Section I.2.c below), including any endpoint or hosted component(s), proprietary analytical engines, web interfaces, applications, programs or any components or modules thereof, license keys, installer software, end user documentation (“Documentation”), content made available to you as part of the offering, and any upgrades and/or modifications to any of the foregoing made available to you (collectively, the “Software”).

Users who have properly obtained licenses from or on behalf of their employer or another purchaser (“Users”) may download endpoint components of the Software on electronic devices owned or controlled by the employer or the party purchasing the license ("Licensor"). In either case, the number of electronic devices that the Software may be downloaded to will depend on the number of endpoint licenses purchased as identified in the relevant Purchase Agreement. Licensors will designate administrative user(s) on behalf of the group to manage and monitor the Software on behalf of the group and have access to System Data (defined below) on behalf of the Licensor (“Administrative User”). For clarity, these terms and conditions apply to each and every User of the Software (whether you are a User and/or an Administrative User of the Software); and if you are using on behalf of your employer who has purchased a license to use the Software (a "Licensor" as defined below), these terms also apply and are binding on your employer.

1. License Grant; Restrictions on Use.
1. License Rights. During the relevant subscription term for which a license to the Software has been purchased (“Subscription Term”) and subject to the terms of the Purchase Agreement and this Agreement, Salamander grants to you a non-exclusive, non-transferable, non-sublicensable license to install the endpoint components of the Software and access and use the hosted components of the Software solely for the use for which the Software license was purchased (each as relevant).
2. Restrictions Except as otherwise expressly permitted under this Agreement, you shall not (and shall not authorize or permit any other user to):
   1. use the Software or any separate component or module thereof beyond the restrictions/limitations permitted hereunder or the relevant Purchase Agreement, as defined in Section I.2.c below;
   2. use the Software by persons or in territories prohibited under the “Export” provision hereunder;
   3. provide licenses or download or use the Software beyond the endpoint count identified in the relevant order, purchase order, quote, services or subscription agreement or documentation of a like nature ("Purchase Agreement") or download or use the Software on endpoints which are not owned or controlled by the Licensor or to endpoints which are not owned or controlled by the Licensor, unless expressly permitted by Licensor for proper purposes permitted by the term of this License and only when associated with activities of Licensor;
   4. use any authorization code, license number, username/password combination or other activation code or number supplied by Salamander in connection with the Software (“Activation Code”) on, or for, more than the number of users, licenses or devices as specified by the Purchase Agreement;
   5. disclose any Activation Code to any party other than Salamander or Salamander’s designated representatives;
   6. modify the Software or create derivative works based upon the Software or reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except and only to the extent any foregoing restriction is prohibited by applicable law;
   7. use or attempt to use any Software to: (i) upload, download, stream, transmit, copy or store any information, data, or materials, or engage or assist in any activity that may: (A) infringe the intellectual property rights or other rights of any third party; (B) contain any unlawful, harmful, threatening, abusive, defamatory or otherwise objectionable material of any kind, (C) harm or attempt to harm others; (D) have the potential to incite or produce conduct that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, religiously or sexually discriminatory or otherwise objectionable; (E) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; (F) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; or (G) assist any fraud, deception or theft; or (H) damage, disable or impair the operation of, or gain or attempt to gain unauthorized access, receipt, use, copying, alteration or destruction of or to, any property, devices, software, services, networks or data by any means, including by hacking, phishing, spoofing or seeking to circumvent or defeat any firewalls, password protection or other information security protections or controls of whatever nature; (ii) in any way violate any applicable local, national or international law or regulation; (iii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the use of the Solution; (iv) upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; or (v) collect or store personal data without the knowledge and express consent of the data subject;
   8. use or permit the Software to be used to perform services for third parties, whether on a service bureau, software as a service, time sharing basis or otherwise;
   9. release, publish, and/or otherwise make available to any third party the results of any performance or functional evaluation of the Software without the prior written approval of Salamander;
   10. disable, defeat or circumvent, attempt to disable, defeat or circumvent, or authorize or assist any third party in disabling, defeating or circumventing any access or other control or related device, process or procedure with respect to the use of Software;
   11. alter or remove any proprietary notices or legends contained on or in the Software.
   12. access or use (or attempt to access or use) another user’s account without permission, or solicit another user’s login information, or make any attempts to do so;
   13. “frame” or “mirror” any portion of the online components of the Software;
   14. use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Software;
   15. probe, scan or test the vulnerability of the online components of the Software, nor breach the security or authentication measures of the Software or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the online components of the Software, such as a denial of service attack;
   16. Use or permit use of SalamanderLive, unless written permission is granted by Salamander, for database creation and/or credentialing and/or tagging, of any resource type belonging to organizations of a different vertical/organization type from the SalamanderLive account/customer, as detailed in the Purchase Agreement and/or as defined below:
       • Government Administration and Government First Response (excluding all educational organizations, agencies, and entities, or belonging to educational organizations, agencies, and entities)
       • Education
       • NGO and Private Sector
       • Military
   17. Distribution of any of the Software solutions to organizations of a different vertical/organization type from the Salamander account/customer to whom the solutions belong, as detailed in the Purchase Agreement and/or as defined below, for use outside of a context of a single emergency event:
       • Government Administration and Government First Response (excluding all educational organizations, agencies, and entities, or belonging to educational organizations, agencies, and entities)
       • Education
       • NGO and Private Sector
       • Military

For the avoidance of doubt, all restrictions specified above with respect to the Software apply to all components of the Software and to all Users of the Software.

For further avoidance of doubt, the restrictions specified above include restriction on the use, implementation and access to Users as specified in the Purchase Agreement, whether such restriction is expressed or defined by vertical market (by way of example only, a specific public or governmental agency, education organization or private company), organization or resource type or a specific department, division or other operating unit of any of the foregoing, and may be deployed for use to or used only by those Users who fit within the definition and numbers specified in the Purchase Agreement.

Any violation of the terms of this Agreement by a Licensor User shall be deemed a violation of this Agreement by the User or Employer who purchased the licenses and distributed such licenses to its covered Users.

SALAMANDER WILL HAVE THE ABSOLUTE AND UNILATERAL RIGHT IN ITS SOLE DISCRETION TO DENY USE OF AND ACCESS TO ALL OR ANY PORTION OF THE SOFTWARE TO YOU OR TO OTHER USERS WHO ARE DEEMED OR SUSPECTED BY SALAMANDER TO BE USING THE SOFTWARE IN VIOLATION OF LAW, THIS AGREEMENT OR ANY AGREEMENT SIGNED BY THE EMPLOYER OR ANY GOVERNING AGENCY.

 
2. Support; Automatic Updates to Software, Service Information / Operations.
1. Support. Information regarding any available access to Salamander support for Salamander Software can be found at https://salamanderlive.com/contact-us. Any technical support ("Support") is provided in our sole discretion by email only without any guarantee or warranty of any kind and Salamander reserves the right to refuse, suspend or terminate any technical support, in its sole discretion. It is your sole responsibility to back up all your existing data, software and programs before receiving any technical support from Salamander.
2. 24 Hour Support. 24 hour support, by default, is provided by Salamander (Tier 1) for backend & frontend technical issues as well as for account holder support. By default, users of the system and credentialed resource support is supported by the account holder.
3. Automatic Software Updates. You agree that Salamander may (at its sole option) make automatic updates to the Software during the Subscription Term. Each Update will be deemed to form a part of the Software for all purposes under this Agreement. You understand and agree that these automatic updates may result in a loss of functionality on your computer system or system instability. You also agree that an automatic update to the Software may disable the Software at the end of the Subscription Term. All communication concerning updates or service information shall be by email from Salamander.
4. Service Information / Operations. Salamander systematically queries events without activity for 90 days and automatically ends the found events as a database cleanup routine. Events can be resumed by the user at anytime by clicking Resume.
3. Privacy.
1. Privacy Notice. Please review our Privacy Notice available at https://salamanderlive.com/site-terms. Our Privacy Notice outlines the manner in which we, or others acting on our behalf, may collect, use, and share information about you and the systems onto which the Software is downloaded. It is your responsibility to review our Privacy Notice prior to agreeing to this Agreement or using our Software. By clicking accept or otherwise assenting to these terms, or by registering, downloading, accessing, installing or using the Software, you are confirming that you have reviewed our Privacy Notice.
2. Updates to Privacy Notice. Each time you use Salamander website, products or services, the current version of our Privacy Notice found at https://salamanderlive.com/site-terms will apply. We reserve the right to update the Privacy Notice at any time to reflect changes in the law, the Salamander products and services we provide, our business and technology, and our data collection and use practices. If we make any material changes to our Privacy Notice, we will notify you using your email address on record and/or by placing a notice on the site prior to the change becoming effective. Your continued use of Salamander products, services or our website following the posting of changes to our Privacy Notice, will deem your acceptance to those changes.
4. Access to System Data. The Software will gather, reproduce, adapt, display, transmit, and otherwise process certain data or information gathered from the endpoints on which the Software is loaded and from the applications, machines, systems or networks in communication with such endpoints (“System Data”). Examples of such System Data include usernames, filepaths, MAC Addresses, network MS information, hardware type, model number, hard disk size, CPU type, disk type, RAM size, systems architecture, operating system, versions, locale, BIOS version, BIOS model, system telemetry, device ID, IP address, location, information about third party products, and other configurations, settings and artifacts including metadata. For clarity, System Data specifically excludes Anonymous Analytics and nothing herein shall be construed to mean otherwise. Endpoint components of the Software will communicate this information to the hosted management console components of the Software hosted by Salamander which are accessible by the Administrative User(s) of the Software. You hereby agree that you consent to your Administrative User’s access to System Data on your behalf and you agree that Administrative Users can manage and monitor the Software on behalf of you as contemplated herein.
5. Authorizations, Acknowledgements, and Disclosures for Processing of System Data and for Monitoring Endpoint Systems. You acknowledge and agree to the following: that your Administrative User(s) and Salamander have a lawful basis for monitoring the endpoints on which the Software is downloaded; that you have consented to and authorized the monitoring of the endpoints as contemplated; and that uploading and/or otherwise Processing System Data as contemplated in this Agreement by Salamander and access to System Data by your Administrative User has been approved by you; you have taken all other actions required under applicable laws to ensure that: (i) any such Processing of System Data by Salamander for the purposes of performing under this Agreement (including delivery of the features or functionality of the Software or services contemplated herein) and (ii) monitoring of your groups endpoints by and accessing System Data by the Administrative User is legal under all applicable laws of the jurisdiction where such data originated and where such endpoints are being monitored. You acknowledge and agree that our access, analysis and associated transmission of data, including personal data, will be deemed authorized by you for purposes of all applicable international, federal, state and local laws, rules and regulations that relate to, regulate, or impact the subject matter of the Software.
6. Payment, Renewal, Cancellation. If you have purchased or subscribed to the license to the Software from our Reseller/Merchant of record, the payment, renewal and cancellation terms agreed to with such Reseller/Merchant of Record (including any automatic renewal terms) shall apply to your purchase of the Software. If the Licensor has purchased or subscribed to licenses from Salamander, then the payment, renewal and cancellation terms agreed in Salamander’s agreement with the Licensor will govern. You are responsible for any charges incurred with your data or mobile service provider in connection with your use of the Software, including any overage and penalties assessed for exceeding your data or minute allowance, or use of domestic or international short message service.
7. Term and Termination. This Agreement is effective upon execution of the Purchase Agreement or when the Software is first downloaded, accessed, installed or used as described in the first paragraph of this Agreement, whichever occurs first, and will remain in effect until the earlier of: (i) the expiration of the relevant Subscription Term identified in the Purchase Agreement (including any renewal term to which this Agreement applies, if any) or (ii) the termination of this Agreement in accordance with its terms. This Agreement will immediately terminate if you breach any of your obligations contained in this Agreement. Termination or expiration of this Agreement will immediately terminate the license granted to you. Immediately upon the termination of this Agreement, you must delete the Software, as well as any back-up copies from any computer on which the Software was installed. Any terms of this Agreement which by their nature extend beyond termination, as well as any rights or obligations that have accrued prior to termination or expiration, will survive such termination.
8. Confidentiality. By using the Software (including Documentation), you may receive or have access to Salamander trade secrets, proprietary information, and/or confidential information. More specifically, you understand that any nonpublic information that you receive regarding the Software (and any performance data, benchmark results, and technical information relating thereto), including the Documentation you obtain shall be deemed the confidential information of Salamander. You agree that you are not entitled to use or disclose any Salamander confidential information other than strictly in accordance with the terms and conditions of this Agreement solely for the purposes of exercising your license rights to the Software as expressly permitted herein.
9. Limited Warranty; Warranty Disclaimer.
1. Limited Warranty. For thirty (30) days after the purchase date of the subscription to the Software (“Warranty Period”), we warrant that the Software licensed will perform substantially in accordance with the Documentation provided by us in connection with that Software at the time of purchase. Your sole remedy, and our and our suppliers’ entire liability, in case of any breach of this limited warranty is that we will, at our option, refund the price you paid for the license after you remove all instances of the Software licensed to you, replace the Software, or provide an alternative remedy as required, if at all, by local law in your jurisdiction. These remedies will not be available in countries that are prohibited under export laws, in which case will require refund and removal of all copies of the Software sold pursuant to the Purchase Agreement.
2. DISCLAIMERS.
1. GENERAL. EXCEPT AS EXPRESSLY PROVIDED HEREIN, (A) THE SOFTWARE, DOCUMENTATION, INFORMATION, SERVICES AND ANY UPDATES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE; (B) SALAMANDER AND ITS LICENSORS, SUPPLIERS, AND AGENTS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE; (C) SALAMANDER DOES NOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION, THAT THE SOFTWARE WILL BE ERROR-FREE, COMPLETELY SECURE, OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION; AND (D) SALAMANDER MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING ACCURACY OF INFORMATIONAL CONTENT, OR THE APPROPRIATENESS OF THE SOFTWARE FOR ANY PARTICULAR SYSTEM NOT IDENTIFIED IN THE DOCUMENTATION.
2. HIGH RISK ACTIVITIES. THE SOFTWARE IS NOT FAULT-TOLERANT, AND PERFORMANCE IN HIGH-RISK ACTIVITIES SUCH AS USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAILSAFE PERFORMANCE, INCLUDING NUCLEAR-FACILITIES OPERATIONS, AIR TRAFFIC COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF THE SOFTWARE OR SERVICES COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE MAY VARY. WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH-RISK ACTIVITIES.
3. DATA, SYSTEMS, POTENTIALLY MALICIOUS CODE. YOU UNDERSTAND AND AGREE THAT THE SOFTWARE AND RECOMMENDATIONS OR SUGGESTIONS MADE BY SALAMANDER PERSONNEL, IF ANY, DO NOT REPLACE YOUR OR YOUR ADMINISTRATIVE USER’S OBLIGATION TO EXERCISE INDEPENDENT JUDGMENT WITH RESPECT TO POTENTIALLY MALICIOUS CODE, OR THE SELECTION, CONFIGUARTION OR USE OF THE SOFTWARE (WITHIN THE PARAMETERS FOR ALLOWED USE AND DEPLOYMENT SPECIFIED IN THE PURCHASE AGREEMENT), ANY RECOMMENDATIONS OR SUGGESTIONS PROVIDED, AND/OR ANY RESULTS OBTAINED FROM USE OF THE SOFTWARE. YOU AGREE THAT SALAMANDER IS NOT RESPONSIBLE FOR YOUR SYSTEM DATA OR APPLICATION, YOUR ENDPOINT OR NETWORK SECURITY OR POTENTIALLY MALICIOUS CODE THAT MAY OR MAY NOT BE DETECTED, CLASSIFIED OR MISCLASSIFIED UNDER ANY CIRCUMSTANCES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO WAIVE ANY AND ALL CAUSES OF ACTION OR CLAIMS AGAINST SALAMANDER ARISING FROM OR RELATING TO ANY OF THE FOREGOING.
4. THE PROVISIONS OF THIS SECTION WILL APPLY TO THE MAXIMUM EXTENT POSSIBLE UNDER APPLICABLE LAWS THAT MIGHT BE APPLICABLE TO YOU.
10. Liability Limitations.
1. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL SALAMANDER OR ANY COMPANY THAT CONTROLS, IS CONTROLLED BY OR IS UNDER COMMON CONTROL WITH SALAMANDER (COLLECTIVELY, THE “VENDOR GROUP”) OR THEIR RESPECTIVE AGENTS, LICENSORS, REPRESENTATIVES, SUPPLIERS, DISTRIBUTORS, RESELLERS, WIRELESS CARRIERS OVER WHOSE NETWORK OR SYSTEMS ANY SOLUTION IS PROVIDED, OR ANY OTHER BUSINESS PARTNER OF ANY MEMBER OF THE VENDOR GROUP (COLLECTIVELY, THE “VENDOR PARTNERS”) BE LIABLE TO YOU OR ANY THIRD PARTY FOR:
   1. ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES OR LOSSES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY;
   2. ANY DAMAGES FOR ANY LOSS OF BUSINESS, PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY DEVICE OR SOLUTION (INCLUDING THE SOLUTION), WASTED EXPENDITURE, COSTS OF PROCURING SUBSTITUTE OR REPLACEMENT GOODS, SERVICES OR DIGITAL PRODUCTS, BUSINESS INTERRUPTION, ANY UNAUTHORIZED DISCLOSURE OR LOSS (INCLUDING ANY CORRUPTION, DEGRADATION OR UNAVAILABILITY) OF ANY DATA OR INFORMATION OF ANY NATURE (WHETHER OR NOT ANY OF THE FOREGOING LOSSES, DAMAGES, COSTS OR EXPENDITURE ARE DIRECT OR INDIRECT LOSSES OR DAMAGES); OR
   3. ANY OTHER PECUNIARY OR NONPECUNIARY LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR ANY SOLUTION PROVIDED HEREUNDER; EVEN IF SUCH MEMBER OF THE VENDOR GROUP OR VENDOR PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, NO MEMBER OF THE VENDOR GROUP OR ANY VENDOR PARTNER WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE (WHETHER DIRECT OR INDIRECT) FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, DEGRADATION, UNAVAILABILITY, ERASURE, THEFT, DESTRUCTION, ALTERATION, DISCLOSURE OR LOSS OF ANY DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED BY OR IN CONNECTION WITH ANY SOLUTION REGARDLESS OF THE CAUSE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PROVISIONS OF THIS SECTION WILL APPLY ONLY TO THE MAXIMUM EXTENT POSSIBLE UNDER LAWS APPLICABLE TO YOU (INCLUDING WHERE RELEVANT APPLICABLE CONSUMER PROTECTION LAWS, IF ANY). TO THE FULL EXTENT PERMITTED BY LAW, IN NO CIRCUMSTANCES WILL ANY MEMBER OF VENDOR GROUP OR ANY VENDOR PARTNER’S TOTAL AGGREGATE LIABILITY FOR ALL LOSS OR DAMAGE TO YOU OR ANY THIRD PARTY ARISING FROM OR RELATING TO ANY SOLUTION, THE SUBSCRIPTION OR THIS AGREEMENT EXCEED THE GREATER OF: (1) ONE HUNDRED U.S. DOLLARS (US$100.00); AND (2) THE AMOUNT OF THE SUBSCRIPTION FEES YOU HAVE PAID FOR THE IMMEDIATELY PRECEDING 12 MONTHS OF THE SUBSCRIPTION PERIOD.
11. Ownership. The Software is licensed and not sold. Salamander and its licensors shall own and retain all right, title, and (except as expressly licensed hereunder) interest in and to any intellectual property right in the Software and all updates, copies or portions thereof, including all copyrights, patents, trade secret rights, trademarks and other intellectual property rights and any derivative works thereof (by whomever created). All suggestions or feedback provided by you to Salamander or its agents or contractors with respect to the Software shall be Salamander property and you hereby assign the same to Salamander (and its successors) and you understand that Salamander and its successors can fully exploit the same as needed for its business without conveyance of any rights or provision of remuneration to you. You do not receive any rights to the Software other than those specifically granted in this Agreement and no implied licenses with respect to the Software are granted herein.
12. Export. We make no representation that the Software is appropriate for use in any given country of use. You agree that the Software may be subject to United States government laws, regulations, orders or other restrictions regarding export from the United States and re-export from other jurisdictions of software, technical data and information or derivatives of such software, or technical data and information. You must comply with all applicable U.S. and international laws governing export and re-export of the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments. Without derogating from the generality of the foregoing, you represent, warrant and undertake that: (i) you are not a member of any of the denied persons list, unverified list, entity list, specially designated nationals list, debarred list or any other lists published by the U.S. Government; and (ii) you will not use, export or re-export any Software in, or to, territories, destinations, companies or individuals in violation of U.S. and E.U. embargoes or trade sanctions. You will indemnify, defend and hold each member of the Vendor Group harmless from and against any claim, demand, suit or proceeding, and all damages, liabilities, costs and expenses arising from your failure to comply with this Section 12. Nothing in this Agreement will preclude us from cooperating in any legal proceeding or government inquiry.
13. Evaluation or Beta Copies of Other Salamander Software. For any evaluation or beta copies of Salamander software provided to you under this Agreement, the evaluation or beta copy shall be deemed “Software” hereunder and subject to the terms herein, provided that, the following shall apply to such Software (notwithstanding any contrary term specified in any other sections of this Agreement): (a) the license for evaluation or beta copies of the Software is limited to the evaluation term permitted by Salamander (or its Authorized Reseller) and only for the limited purpose of evaluating the Software and establishing your desire to purchase licenses to the Software or provide feedback; and (b) the evaluation and beta copies of the Software are provided “as is” without any warranty of any kind; and (c) you shall not be entitled to any Support or any upgrades of the evaluation or beta copies of the Software and any such support or upgrades may be provided by Salamander at its sole discretion; and (d) the parties may terminate the evaluation or beta license with five (5) days written notice to the other party; and (e) upon the effective date of such terminated license, Salamander may require you to promptly return the evaluation or beta copies of the Software and remove all copies of such Software from its systems.
14. General.
1. Language. This Agreement, any disputes hereunder, and all services to be provided hereunder by Salamander to you (if any) shall be conducted and provided in the English language.
2. Open Source. Notwithstanding anything else herein, to the extent any endpoint Software delivered hereunder includes any third party open source libraries/components/applications/user interface/utilities (collectively referred to as “Open Source”) and to the extent required by the relevant licensor, such Open Source shall be subject to the relevant Open Source proprietary notices, disclaimers, requirements and/or extended rights which are relevant to the relevant Open Source code and identified to the user in the relevant Documentation.
3. Illegality; Severability. Should any term of this Agreement be declared invalid, void or unenforceable for any reason, then such term shall be modified, limited or eliminated to the minimum extent necessary to effectuate the original intent and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect.
4. Entire Agreement; Modifications. This Agreement constitutes the entire agreement between the parties with respect to the license of the Software and delivery of Support (if and where relevant). This Agreement supersedes and cancels all previous written and previous or contemporaneous oral communications, proposals, representations, and agreements relating the subject matter contained herein. We may modify the terms of this Agreement (including our Privacy Notice) by providing you notice. If we make any material changes, we will notify you using your email address on record and/or by placing a notice in SalamanderLive prior to the change becoming effective. Your continued use of the Salamander Software following delivery of the notification, posting of changes to this Agreement will mean you accept those changes. If you do not agree to the updated terms you may terminate this Agreement and after you remove all Software from your endpoint (and your group's endpoints), you can obtain a pro-rata refund of the relevant pre-paid and unused fees paid by you for your subscription for the unused period that you paid for the license. You acknowledge that it has not relied upon any written or oral representations by Salamander in entering into this Agreement, other than those explicit representations set forth in this Agreement.
5. Waiver. The failure of either party to enforce any rights or provision of this Agreement, or a failure to take action against the other party in the event of any breach hereunder, shall not be deemed a waiver by that party of such right or provision or a waiver of any other right or provision or a waiver of such right or provision on any other occasion.
6. Headings. The title of this Agreement and the headings of Sections and Subsections used in this Agreement are for ease of reference only and will not be used to interpret any part of this Agreement.
7. No Third-Party Beneficiary. The parties do not intend that any term of this Agreement be enforceable by any third party.
8. Assignment. Salamander may assign this Agreement or its rights or duties hereunder, in whole or in part, but you may not assign your rights under this Agreement without the express written permission of Salamander.
9. Governing Law. To the maximum extent permissible, this Agreement will be governed by the laws of the State of Minnesota, USA, without regard to conflicts of law rules or principles that would dictate a different governing law. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
10. BINDING ARBITRATION AND CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ THIS SECTION CAREFULLY. TO THE MAXIMUM EXTENT PERMISSIBLE, THIS SECTION AFFECTS YOUR LEGAL RIGHTS CONCERNING ANY DISPUTES BETWEEN YOU AND SALAMANDER. FOR PURPOSES OF THIS SECTION, “SALAMANDER” MEANS SALAMANDER TECHNOLOGIES, LLC AND SALAMANDER'S PARENT COMPANY, ORANGEHOOK, INC. ("ORANGEHOOK") AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES (AND SUBSIDIARY EMPLOYEES), AGENTS AND SUPPLIERS AND AUTHORIZED RESELLERS.
1. Agreement to Arbitrate Disputes. Any claim, dispute or controversy of any kind, regardless of the type of claim or legal theory or remedy (“Claim”) by either you or us against the other arising from, relating to or in any way concerning the Agreement, the Software, or services you receive from us (or from any advertising for any such products or services) will, at the demand of either party, be resolved by confidential binding arbitration. This agreement to arbitrate also includes: (i) Claims relating to the enforceability or interpretation of any of these arbitration provisions; (ii) Claims by you, and also Claims made on your behalf or connected with you, such as an employee, representative, agent, predecessor, successor, heir, assignee, or trustee in bankruptcy; (iii) Claims that relate directly to us, and/or to our parent, affiliates, successors, assignees, employees, and agents; and (iv) Claims asserted as part of a class action, private attorney general or other representative action, it being expressly understood and agreed to that the arbitration of such claims must proceed on an individual (non-class and non-representative) basis and the arbitrator may award relief only on an individual (non-class and non-representative) basis. YOU AND WE AGREE THAT NO CLASS ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL OR OTHER REPRESENTATIVE CLAIMS MAY BE PURSUED IN ARBITRATION, NOR MAY SUCH ACTIONS BE PURSUED IN COURT. BY ACCEPTING THIS ARBITRATION AGREEMENT, YOU AGREE TO WAIVE THE RIGHT TO INITIATE OR PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR CONSOLIDATED ARBITRATION IN ANY MATTER ENCOMPASSED BY THIS ARBITRATION PROVISION.
2. Notice. The party seeking relief under this Agreement must first notify the other party of the dispute in writing at least 60 days in advance of initiating any action. Notice to Salamander should be sent to Salamander Inc., Attn: Legal Department—Salamander Technologies, LLC, 319 Barry Av. S., Ste. 300, Wayzata, MN 55391. The notice must include your name, address, and contact information, the facts giving rise to the dispute, and the relief requested. You and we will use reasonable efforts to resolve any dispute through informal negotiation within sixty (60) days from the date the notice of dispute is sent. After 60 days, you or we may commence arbitration.
3. Administration of Arbitration. If any dispute is not resolved by informal negotiation, any claim, dispute, or controversy will be, at the demand of either party, conducted exclusively by binding arbitration governed by the Federal Arbitration Act (“FAA”), and not state law. YOU ARE GIVING UP THE RIGHT TO LITIGATE (OR PARTICIPATE IN AS A PARTY OR CLASS MEMBER) ALL DISPUTES IN COURT BEFORE A JUDGE OR JURY. Instead, all disputes will be resolved on an individual basis before three, neutral arbitrators and the proceeding will be confidential. The arbitrators will be either lawyers admitted to practice law in his or her jurisdiction and with at least ten years’ experience or retired or former judges selected in accordance with the rules of the AAA. The arbitrators are bound by the terms of this Agreement, and the arbitration will be governed by the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes of the AAA, as modified by this Agreement (the “Arbitration Rules”). For more information, see adr.org or call 1-800-778-7879. All arbitration proceedings will be conducted in English, and the United States FAA will govern the interpretation, enforcement, and proceedings pursuant to the binding arbitration clause in this Agreement. The arbitration will take place at a mutually agreed-upon location; provided, however, if no agreement can be reached, then at a location determined by the arbitrators. The award will be confidential and only disclosed as is necessary to obtain judgment or as otherwise required by law. You and we further agree that a judgment may be entered upon the award by any court having jurisdiction. The arbitration award will determine the rights and obligations between the named parties only, and only in respect to the claims in arbitration, and will not have any bearing on the rights and obligations of any other dispute. In the event of a conflict between the Arbitration Rules and this arbitration agreement, this arbitration agreement will govern.
4. Costs. The party initiating the arbitration will pay the initial filing fee. If you file the arbitration and an award is rendered in your favor, we will reimburse your filing fee. All other fees and costs will be allocated in accordance with the arbitration rules. Each party will bear the expense of their respective attorneys, experts, and witnesses and other expenses, regardless of who prevails, but a party may recover any or all expenses from another party if the arbitrator, applying applicable law, so determines.
5. Severability. If any term or provision this Section 14.10 is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement and will be eliminated to the minimum extent necessary. If any portion of this arbitration agreement is deemed invalid or unenforceable, it will not invalidate the other provisions of the arbitration agreement; provided, however, that (i) if the prohibition on class-wide arbitration is deemed invalid, then this entire arbitration agreement will be null and void; and (ii) if the prohibition on arbitration of representative claims brought in a private attorney general capacity is deemed invalid, then the arbitration agreement will be null and void as to such claims only. This arbitration agreement will survive the termination or cancellation of this Agreement. In the event of a conflict between this arbitration agreement and any other applicable arbitration provision, this arbitration agreement will control.
6. WAIVER OF JURY TRIAL. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, YOU AND WE AGREE THAT THERE WILL NOT BE A JURY TRIAL. YOU AND WE UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THE AGREEMENT OR FROM ANY EQUIPMENT, PRODUCTS AND SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH PRODUCTS OR SERVICES). IN THE EVENT OF LITIGATION, THIS PARAGRAPH MAY BE FILED TO SHOW A WRITTEN CONSENT TO A TRIAL BY THE COURT. This paragraph in no way invalidates the Agreement to Arbitrate Disputes.
15. Consumer Protection Under Local Laws of Certain Countries. [RESERVED]
16. Notices. Any evaluation or beta or otherwise free Software is provided “AS IS”. Salamander will not be liable for defects as to quality or defects in title of such free Software, unless such have been maliciously concealed. Salamander will only be liable for damages resulting from such free Software if such damages have been caused by willful misconduct or gross negligence.

Notices to Salamander should be submitted through Contact Us.

Please refer to this page for the most up-to-date EULA.