END USER LICENSE AGREEMENT
NOTICE! Please read this document carefully. By downloading, installing or using Epic Pen you (the end user) are agreeing to be bound by all of the terms and conditions of this agreement. This is a legal agreement between the person or organization downloading, installing or using Epic Pen and Tank Studios ltd. You may only accept this agreement if over 16 years old and allowed by law to enter into a legal contract. By accepting these terms and conditions you are entering into a legally binding agreement that is actionable by law. By using the Software and its documentation, you are agreeing to be bound by the terms and conditions of the Software Limited License Agreement contained herein. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT DO NOT INSTALL, COPY OR ACCESS THE SOFTWARE. If an executed agreement exists between you and Tank Studios ltd at any time regarding Epic Pen, the terms of that agreement shall supersede this document in its entirety. Upon termination of that agreement you have the right to use Epic Pen under the terms of this agreement.
“Software” refers to Tank Studios ltd software products for desktop or server computing devices including without Limitation, all software in the Epic Pen family of products including Epic Pen, Epic Pen Pro, Epic Pen Basic and Epic Pen Edu. "Software" shall also include any software versions or releases provided to or purchased by you under any separate support agreement you may enter into with Tank Studios ltd. Unless otherwise noted, all public releases of Epic Pen and Documentation are referred to collectively herein as "Software."
“Pro Licensing/License” refers to our paid licenses including Epic Pen Pro for personal or commercial use and the Edu license.
“Perpetual” refers to the license type allowing the end user to use the licensed software indefinitely with no further subscriptions or payments required.
“Buyer” Individual or organization who has purchased a Pro License(s).
“Commercial Parties” are Individuals, employees or representatives of for-profit organizations of any kind including businesses, educational institutes, Government Agencies and corporations.
SOFTWARE PERPETUAL LICENSE AGREEMENT TERMS AND CONDITIONS
Tank Studios ltd hereby grants you a non-exclusive, non-transferable, non-sublicensable, perpetual, worldwide license for Epic Pen and related documentation in accordance with terms and conditions hereof. All copies of the Software and documentation, including updates, are the property of Tank Studios ltd, and no title or ownership of the Software or documentation is transferred under this agreement to you. Tank Studios ltd will permit the Software and accompanying files to be copied for purposes of backup or failsafe. You shall not reverse compile, disassemble, reproduce, reverse engineer, modify, adapt, translate, distribute, network, lease, resell, or create derivative works based upon Software or any portion thereof and you further agree to take reasonable precautions to prevent third parties from doing so, except pursuant to a license from Tank Studios ltd. You will not disable, modify or interfere with the operation of any registration or activation requirements within the software.
2.1. EPIC PEN & EPIC PEN BASIC: Epic Pen and Epic Pen Basic are free for personal use only. If you are a Commercial Party using the software in any capacity then you are engaged in commercial activity and are not permitted to install or use Epic Pen or Epic Pen Basic without a Pro License. Epic Pen and Epic Pen Basic can be used for the function of software trialing for commercial use if given consent by Tank Studios ltd. The terms of trial use are outlined by Tank Studios ltd as part of their consent documentation.
2.2. EPIC PEN PRO & EPIC PEN EDU: A designated computer or hardware activation code will be authorized by Tank Studios ltd when a Pro or Edu license of the Software is purchased. Each license of the Software will be authorized for one computer. Should the designated equipment become inoperative, Tank Studios ltd will authorize use of Pro licensed software on alternate equipment at their own discretion. Tank Studios ltd may use your internal network and Internet connection for the purpose of transmitting license and activation-related data at the time of installation, activation, use of or update to the Software, and for validating the authenticity of the license-related data in order to register your Software and protect Tank Studios ltd against unlicensed or illegal use of the Software. An internet connection is required to activate Epic Pen Pro additional content. Tank Studios ltd is not obligated to provide alternative activation methods. To qualify for the Edu License discount you must be purchasing on behalf of a government recognized educational institute (please contact Tank Studios ltd directly if concerned about your eligibility). Pro Licenses are eligible for all additional content upgrades at no extra cost. EPIC PEN PRO LICENSES ARE REQUIRED FOR ALL FOR-PROFIT ORGANIZATIONS, COMMERCIAL ENTERPRISES, BUSINESSES AND EDUCATIONAL INSTITUTES WHO ARE INSTALLING, DISTRIBUTING OR USING EPIC PEN. Commercial Parties using Epic Pen are obligated to purchase a Pro License within 30 days of installation..
2.3. BETA VERSION: We may designate the Software as a pre-release or beta version. Beta Version does not represent the final product and may contain bugs that may be unreliable and cause failure or data loss within the software. Tank Studios ltd may choose not to commercially release the Beta Version or any of the content available in these versions and are not obligated to provide updates to them. You must promptly cease using the Beta Version and destroy all copies of Beta Version if we request you to do so, or if we release a commercial version of the Beta Version. Any separate agreement we enter into with you governing Beta Version will supersede the provisions on Beta Version set out in this section. Re-distributing Beta versions is strictly prohibited and is actionable by law.
2.4. SOFTWARE UPDATES: The Software may notify and inform you when updates to the Software are available. The Software notifies you automatically, and does so by default. You will need to take action to download and install the software on your computer as this action does not happen automatically. Updates include maintenance releases, bug fixes, visual changes, and minor updates to your current version of the Software. Tank Studios ltd is under no obligation to provide additional features and content support but will continue to do so at their own discretion whilst the software is deemed in 'Active Development'.
3.1. PRICES: Prices are in accordance with Tank Studios current price list. Tank Studios ltd reserves the right to change the price of any product offered without notice; however, written price quotes signed by a representative of Tank Studios ltd shall remain in effect for a period of thirty (30) days. The changed price will apply only to orders not accepted as described below.
(b) ORDER AND ACCEPTANCE. All orders for the Subscription of the Software by Buyer shall be initiated by written purchase orders sent to Tank Studios ltd by digital delivery only. Acceptance shall be in writing from Tank Studios ltd to Buyer or by delivery of Software to Buyer.
(c) TERMS OF PAYMENT. Buyer shall remit full (net) payment within 14 days from date of delivery. Delinquent invoices are subject to 5% per month interest starting 10 days from invoice due date.
3.2. PAYMENT & INSTALLATION: You shall pay all fees associated with the software licensed and any additional services or modifications purchased as part of this agreement or additional agreements with Tank Studios ltd. All payments shall be made in advance of software delivery. Tank Studios ltd shall also provide you with electronic passwords or other enabling mechanisms if necessary to permit the licensed usage of the Software. All Pro Licenses shall commence, and delivery shall be deemed to occur, as of the date of purchase (license keys/electronic passwords/activation codes may not be required in your version and if so will be delivered prior to necessity at Tank Studios ltd's discretion). If your Order Form is with a Tank Studios ltd Supplier, that Supplier (and not Tank Studios ltd) is solely responsible for delivery to you and Tank Studios ltd has no liability for any failure to deliver. If the Software requires license keys to operate as licensed to you, Tank Studios ltd or the applicable Supplier will deliver such license keys to you. The software is provided via digital delivery only and a download link will be provided upon receipt of license purchase. Pro License holders may copy and install on your computers, the number of copies of the Software for which you have paid the applicable license fee. You may also make a reasonable number of copies of the Software for back-up and archival purposes.
4.0. CUSTOMER REFERENCE: You agree that (i)Tank Studios LTD may identify you or your company as a recipient of sale and services and use your logo in sales presentations, marketing & press releases and (ii) to develop a brief customer profile by Tank Studios on www.epic-pen.com for promotional purposes.
3.3. PROTECTING PROPRIETARY INFORMATION: Buyer shall safeguard proprietary Software and provide the same degree of care as exercised towards its own proprietary information. Buyer agrees that all information identified by Tank Studios ltd as being proprietary to Tank Studios ltd shall be treated by Buyer as being proprietary to Tank Studios ltd and shall not disclose such information to any third party without the prior written consent of Tank Studios ltd authorized Corporate representative. Buyer agrees to use such proprietary information only for the operation and maintenance of Software. Buyer agrees not to reproduce, use or copy or allow any party to reproduce, use or copy such proprietary information, nor to disclose it, nor to permit it to be disclosed to any third party except pursuant to a license from Tank Studios ltd.
Tank Studios ltd will retain all rights, title and interest (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software and that irrespective of any use of the words "purchase", "sale" or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.
5.1 TERM: This Agreement is effective as of when you have acquired Epic Pen or when an order of purchase is agreed upon. This Agreement expires at such time as all licenses have been terminated in agreement with Tank Studios ltd. Upon terminating this agreement you must delete the Software in its entirety.
5.2 TERMINATION: Upon any expiration or agreed termination of this Agreement between yourself and Tank Studios ltd, you shall cease any and all use of any Software and destroy all copies thereof and so certify to Tank Studios ltd in writing. Termination of your license does not relieve you of any obligation to pay any outstanding fees. Sections 1. (Grant of license & Restrictions), 3.2. (Payment & Installation), 4. (Ownership), 5.2 (Termination), 6. (Software Warranty) shall survive any termination or expiration of this Agreement.
Unless stated in any additional documentation provided on purchase by Tank Studios ltd, the Software is provided “AS-IS.” We make no commitments about the content within the Software or future updates. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected. TANK STUDIOS DISCLAIMS ALL OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE. IN NO EVENT SHALL TANK STUDIOS LTD, OR ITS DISTRIBUTORS, BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR DATA), WHETHER OR NOT TANK STUDIOS LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT.
6.1. SUPPORT & MAINTENANCE: Tank Studios ltd provides support and maintenance for Epic Pen Pro at no additional cost but reserves the right to make changes to the software at their own discretion and is in no way obligated to make changes to the Software on behalf of the Buyer. Maintenance will continue for as long as Epic Pen is in active development. Support services are not available for Epic Pen Basic.
6.2. LIMITATION OF LIABILITY: TANK STUDIOS LTD'S EXCLUSIVE LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR OTHERWISE, AND BUYER'S SOLE REMEDY, SHALL BE LIMITED TO DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT PAID BY BUYER TO TANK STUDIOS LTD UNDER THIS AGREEMENT.
7.1. RESPONSIBILITIES: Neither Buyer nor Tank Studios ltd shall assign this agreement or any of either rights or obligations hereunder without prior written approval of the other. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or Tank Studios ltd must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration. In the event of your unauthorized access to or use of the Software or content in violation of these terms you agree that we are entitled to apply for compensation or injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
7.2. COMPLIANCE: If you are a business, company, or organization, then we may, no more than once every 12 months, upon seven 7 days’ prior notice to you, appoint our personnel or an independent third party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Software or Services is in conformity with its valid licenses from us. Additionally, you will provide us with all records and information requested by us in order to verify that its installation and use of any and all Software and Services is in conformity with your valid licenses from us within 30 days of our request. If the verification discloses a shortfall in licenses for the Software or Services, you will immediately acquire any necessary licenses, subscriptions, and any applicable back maintenance and support. If the underpaid fees exceed 5% of the value of the payable license fees, then you will also pay for our reasonable cost of conducting the verification.
We may modify these terms or any additional terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on this page and via our website. We will post notice of modified additional terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
The Software, Services, content, and your use of the Software, Services, and content, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content. You agree to comply with all the laws, restrictions, and regulations.