PrismStudio End User License Agreement

IMPORTANT: READ CAREFULLY: This Prism39 End User License Agreement ("Agreement") is a legal agreement between You and Prism39 for the materials accompanying this Agreement, which may include computer software, printed materials, and "online" or electronic documentation and resource files, project, and solution files for Prism39 Products. The Product is licensed, not sold.
BY INSTALLING, DOWNLOADING, COPYING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, DOWNLOAD, COPY OR USE THE PRODUCT.

1.	DEFINITIONS.
1.1.	"API" or "Application Programming Interface" means a publicly accessible interface defining the ways by which an application program may request services from libraries and/or software.
1.2.	"Prism39" or "Company" means Prism39 Inc
1.3.	"Confidential Information" is any information marked as confidential. Confidential Information does not include information: (a) which is publicly known; (b) which is disclosed to the other party without restriction by a third party and without any breach of confidentiality by the third party; or (c) which is developed independently by the other party without reliance on any of the discloser’s Confidential Information.
1.4.	"Developer" means one of Your employees or third-party consultants authorized to develop End User Software specifically for You using the Product in accordance with this Agreement. For the avoidance of doubt, the term Developer may include report authors or administrators when referring to Reporting Products.
1.5.	"End User Software" means an end user program which You develop using an Prism39 Product and into which one or more of the redistributable are linked, and which contains significant additional functionality over and above the functionality contained in the Prism39 Product.
1.6.	"Maintenance Subscription" means paid access to Product Updates and fixes.
1.7.	"Physical Location" means any distinct physical address. For example, each store and/or office within a company with a unique address is classed as a separate physical location.
1.8.	"Product" or "Prism39 Product" or "PrismStudio" means the software development products licensed under this Agreement.
1.9.	"SaaS" or "Software as a Service" means a model of software deployment whereby a provider licenses an application to customers for use as a service on demand.
1.10.	"SDK" or "Software Development Kit" means a set of development tools that allows a software engineer to create applications for a certain software package, software framework, hardware platform, computer system, video game console, operating system, or similar platform.
1.11.	"Updates" means technical support, new version, new release, and/or supplements to the Product and/or related information.
1.12.	"You" or "Your" means the purchaser, either an individual or a single entity.

2.	LISCENSE.
2.1.	GRANT OF LICENSE. Subject to the terms and conditions of this End-User License Agreement ("EULA"), the Licensor grants you a limited, non-exclusive, non-transferable license to use PrismStudio ("the Software") in accordance with the terms and conditions set forth herein. The Software is delivered as a Python library/package that communicates with the server and is provided as a Software-as-a-Service (SaaS) product.
2.2.	CREDENTIAL. To use PrismStudio, you must obtain proper credentials from the Licensor or its authorized distributors. These credentials are necessary to access and utilize the features and functionalities of PrismStudio. It is your responsibility to keep your credentials confidential and not to share them with any unauthorized users.
2.3.	PROHIBITED USE. This EULA strictly prohibits any non-licensed user from accessing, modifying, copying, or utilizing the code contained within the PrismStudio Python package/library. The code within the PrismStudio Python package/library is the intellectual property of the Licensor and is protected by copyright and other intellectual property laws. Any unauthorized use, distribution, or reproduction of the code is strictly prohibited and may result in legal action.
2.4.	RESTRICTION. You shall not, and shall not permit any third party to:
a) Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software or any portion thereof.
b) Sell, rent, lease, sublicense, distribute, or otherwise transfer rights to the Software to any third party.
c) Remove, alter, or obscure any proprietary notices or labels on the Software.
d) Use the Software for any illegal, unauthorized, or unethical purpose, including but not limited to hacking, unauthorized access, or any activity that infringes upon the rights of others.
2.5.	NO DISASSEMBLY. You may not reverse engineer, decompile, disassemble, create derivative works or in any other way try to gain access to information regarding the construction of the Product(s).
2.6.	NO TRANSFER. You may not rent, lease, lend, sub-license, sell, assign, transfer or pledge the Product in a standalone fashion or this Agreement, on a temporary or permanent basis, unless you first receive written permission from Prism39.
2.7.	DOCUMENTATION. You may make any number of copies of the electronic and other documentation provided with the Product or downloaded from the Prism39 website, provided that all copies must be used only for internal purposes and may not be republished or distributed externally.
2.8.	OWNERSHIP. The Licensor retains all rights, title, and interest in and to the Software, including all copyrights, trademarks, trade secrets, and other intellectual property rights therein. This EULA does not grant you any ownership rights to the Software.
2.9.	TERMINATION. This license is effective until terminated. The Licensor may terminate this license at any time if you fail to comply with the terms and conditions of this EULA. Upon termination, you shall cease all use of the Software and destroy all copies, in any form, of the Software in your possession or control.
2.10.	DISCLAIMER OF WARRANTY. The Software is provided "as is" without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. The Licensor does not warrant that the Software will be error-free or operate without interruption.
2.11.	LIMITATION OF LIABILITY. In no event shall the Licensor be liable for any indirect, special, incidental, or consequential damages arising out of or in connection with the use or performance of the Software, even if the Licensor has been advised of the possibility of such damages.
2.12.	RESERVATION OF RIGHTS. Prism39 reserves all rights not expressly granted herein.

3.	DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
3.1.	REDISTRIBUTION RESTRICTION FOR PRISMSTUDIO: PrismStudio may not be used to develop End User Software that offer similar functionality as the Product for any programming language, development framework or platform, including but not limited to .NET, Java, C++, Python, PHP, Ruby on Rails, node.js, SQL Reporting Services, JasperReports, SharePoint, Microsoft Dynamics, Microsoft Azure, Amazon Web Services ("AWS"), SalesForce.com, Google App Engine, Google Compute Engine or any other PaaS (Platform as a Service) or IaaS (Infrastructure as a Service) providers.
3.2.	PRODUCT ABUSE. If Prism39 detects attempts to circumvent, abuse, harm or improperly utilize the PrismStudio or its API server, then Prism39 may temporarily or permanently restrict, suspend, or disable your account’s access to the PrismStudio or licensing server without notice. Prism39, in its sole discretion, will determine abuse or improper usage.
3.3.	TERMINATION. Without prejudice to any other rights, either party may terminate this Agreement if the opposite party fails to comply with the terms and conditions of this Agreement. In such event, You must destroy all copies of the Product, including but not limited to backups and all component parts and End User Software.
3.4.	SURVIVAL. Unless by its nature a provision cannot survive this Agreement, the provisions of this Agreement shall survive the expiration or any termination of this Agreement.
3.5.	CONSENT TO USE DATA. You agree that Prism39 may collect and use technical information, excluding any Confidential Information, gathered as part of the Product support services provided to You. Prism39 may use this information solely to improve our Products or to provide customized services or technologies to You. No information is collected by the Product; technical information must be provided to Prism39 by You through the support process.
3.6.	End User Software may not use any of the brands of the Company in their name nor may any of the brands of the Company appear in their name, without prior written permission from Prism39.
3.7.	The name "Prism39" must not be used to endorse or promote End User Software without prior written permission. For written permission, please contact info@Prism39.com.

4.	MAINTENANCE, UPDATES AND DISCONTINUATION.
4.1.	UPDATES. Prism39 may, in its sole discretion, provide technical support and/or Updates to You hereunder.
4.2.	TECHNICAL SUPPORT. Technical Support is provided with the following conditions:
4.2.1.	Technical support is provided only through Prism39 Support Forums. You agree not to attempt to bypass the Support Forums via phone, email, or other means.
4.2.2.	Prism39 does not guarantee that any fix will be provided in any given time period. Any estimates provided are estimates only and are not binding or enforceable.
4.2.3.	Updates and fix notifications are posted in the Prism39 "Release Note" section of the documentation website; You agree to check the relevant information for Updates and fixes.
4.2.4.	Prism39 will provide support status updates when You request them.
4.2.5.	Prism39 will typically provide support for the Product throughout the license subscription period whether the Product has been migrated or not. However, Prism39 reserves the right to cancel support, whether provided for free or Enhanced Support for a fee, at any time and for any reason.
4.2.6.	Prism39 shall use reasonable efforts to solve problems identified by You; however, Prism39 does not warrant that it will solve any particular problem in a given timescale, or at all.
4.2.7.	Enhanced Support packages are subject to fair use policies as described in the Enhanced Support product descriptions.
4.3.	CLOSE OF BUSINESS. If for any reason, including insolvency or dissolution, Prism39 is unable to remain in business under the Prism39 name or another name they will provide the following remedy to each license owner:
4.3.1.	Prism39 will make a reasonable effort to notify You at least thirty (30) days prior to close of business.
4.3.2.	You will be provided with the option of purchasing source code for the Product for which You own current Maintenance Subscription at a cost of no more than the cost of a single Site OEM license at that time. Some proprietary portions of the source code may be provided in compiled form only.

5.	DELIVERY. The Licensor shall deliver the Software to you in the form of a downloadable Python library/package. The delivery may be made directly by the Licensor or through authorized distributors or download links provided by the Licensor.

6.	INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the Product (including but not limited to any Prism39 trademarks, copywritten images, demos, source code, intermediate files, packages, photographs, Redistributables, animations, video, audio, music, text, and "applets" incorporated into the Product and any copies of the Product that You are expressly permitted to make herein) and any derivative works are owned by Prism39 or its suppliers. All rights not expressly granted are reserved by Prism39.

7.	NONDISCLOSURE. Both Parties recognize that the other Party may obtain proprietary and/or Confidential Information in the course of their business. Each Party agrees to protect each other’s Confidential Information as follows:
7.1.	TIME AND METHOD. Both during the term of this Agreement and for a period of five (5) years after termination or expiration of this Agreement to hold each other’s Confidential Information in confidence and to protect the disclosed Confidential Information by using the same degree of care to prevent the
unauthorized use, dissemination, or publication of Confidential Information as they use to protect their own confidential information of a like nature.
7.2.	PERMITTED DISCLOSURE TO EMPLOYEES. Each Party agrees that it will only disclose Confidential Information to its responsible employees, contractors, professional advisors and similarly situated individuals who have a bona fide need to know and who are bound by agreement or by law to keep such information confidential.
7.3.	OTHER PERMITTED DISCLOSURES. Each Party may disclose Confidential Information (i) as authorized by the other Party in writing or (ii) to the extent required by applicable law, court, or government agency, provided that the Party required to disclose Confidential Information promptly notifies the other Party and cooperates with any efforts by the other Party, at the other Party’s expense, to limit such disclosure by means of seeking a protective order or requesting confidential treatment. Other than those expressly allowed under this Section 7 of the Agreement, no other disclosures of Confidential Information are permitted.

8.	LINKS TO THIRD PARTY SITES. You may be linked to third party sites through the use of the Product documentation. The third-party sites are not under the control of Prism39, and Prism39 is not responsible for the contents of any third-party sites, any links contained in third party sites, or any changes or updates to third party sites. Prism39 is not responsible for webcasting, or any other form of transmission received from any third-party sites. Prism39 provides the links to third party sites to You only as a convenience, and the inclusion of any link does not imply an endorsement by Prism39 of the third-party site.

9.	LIMITED WARRANTY AND DISCLAIMER.
9.1.	Except with respect to an Evaluation Version of the Product, Prism39 warrants that, for a period of thirty
(30) days from the date of purchase (as evidenced by a copy of Your receipt) when used with a recommended hardware configuration, the Product will perform in substantial conformance with the documentation supplied with the Product. This warranty applies only on initial Product purchases and does not apply to Maintenance Subscription renewals or Updates.
9.2.	PRISM39 PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED
9.3.	PRISM39 AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PRISM39 DOES NOT WARRANT THAT THE PRODUCT IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THE PRODUCT IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. PRISM39 SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
9.4.	IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
9.5.	NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PRISM39, ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

10.	EXCLUSIVE REMEDY. Your exclusive remedy for breach of warranty is to return the Product to the place You acquired it, with a copy of Your receipt and a description of the problem. If You report a breach of warranty to Prism39 no more than thirty (30) days from the date of purchase, then Prism39 will use reasonable commercial efforts to supply You with a replacement copy of the Product that substantially conforms to the documentation, or refund to You Your purchase price for the Product, at its option. Prism39 shall have no responsibility if the failure arises out of use of the Product with other than a recommended hardware configuration. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCT.

11.	LIMITATION OF LIABILITY. Except with regard to: (i) breach of confidentiality obligations; and (ii) any costs associated with the defense chosen by Prism39 pursuant to Section 14 "Indemnification," and (iii) settlement, to the infringed upon party, of an intellectual property right claim or moral right claim, liability shall be limited as follows:
11.1.	NEITHER PRISM39 NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PRODUCT AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF PRISM39 OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11.2.	PRISM39'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES, FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE PRODUCT THAT CAUSED SUCH DAMAGE.
11.3.	THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS AGREEMENT.
11.4.	FORCE MAJEURE. Prism39 is not liable hereunder by reasons of failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, government action, labor conditions, or any other cause which is beyond its control.

12.	INDEMNITY. You agree to hold Prism39 harmless against, and at Your expense handle and defend, any claim and defend any third-party suit brought against You based upon an allegation that any software developed by You and included in End User Software produced using the Product constitutes an infringement of any international patent, or any copyright or other proprietary or intellectual property right. You shall pay for all damages and costs awarded in this suit.

Prism39 will indemnify, defend and hold You, and/or Your and/or its affiliated and/or subsidiary companies harmless against any claims, legal actions, losses and other expenses arising out of or in connection with any claims that the Product and/or related documentation infringes or violates any intellectual property right of any third party ("Claim"), provided the alleged infringement was not caused by violating the patents outlined in Section 8 THIRD-PARTY PATENTS.

Prism39’s indemnity obligations are further conditioned upon You promptly notifying Prism39 of the Claim and giving Prism39 sole control of the defense and negotiations for its settlement or compromise. If You become, or may become, prohibited from continued use of the Product by reason of an actual or anticipated Claim, Prism39 will use its reasonable efforts to do the following: (a) obtain for You the right to use the Product, or (b) replace or modify such Product so that it is no longer subject to a Claim, but performs the same functions in an equivalent manner.

In the event that Prism39 determines, in its sole discretion, that neither (A) nor (B) is commercially reasonable, Prism39 shall refund pro-rata unused license fees paid by You for the infringing Product.

13.	NO WAIVER. No action taken by either party pursuant to this Agreement, and no waiver by either party, whether express or implied, of any provision or right in this Agreement or any breach thereof, and no failure of either party to exercise or enforce any of its rights under this Agreement, will constitute a continuing waiver with respect to such provision or right or as a breach or waiver or any other provision or right, whether or not similar.

14.	SEVERABILITY. If any covenant or provision of the Agreement is determined to be void or unenforceable in whole or part, then such void or unenforceable covenant or provision shall be deleted from this Agreement and shall not affect or impair the enforceability or validity of any other covenant or provision of this Agreement or any part thereof.

15.	GOVERNING LAW. This Agreement is made in the Republic of Korea, the Republic of Korea and shall be governed and interpreted according to the laws of the Republic of Korea. Any lawsuit filed regarding this Agreement shall be filed in the Republic of Korea. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

16.	CAPTIONS. All indexes, titles, subject headings, section titles, and similar items are provided for the purpose of reference and convenience and are not intended to be inclusive, definitive, or to affect the meaning or scope of this Agreement.

17.	UPDATES. Prism39 may make updates and changes to this license Agreement from time to time. Such changes will be posted on our website at http://www.Prism39.com as well as distributed with the Product. You are bound by the terms of the Agreement as it is posted or distributed at the most recent time you install the Product or Updates. If You do not wish to be bound by the terms of this license Agreement You should not install any Updates or additional Product(s).

18.	ENTIRE AGREEMENT. This Agreement is the entire agreement between You and Prism39 relating to the license of the Product and the support services (if any) You purchase hereunder, and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Product or any other subject matter covered by this Agreement. This Agreement includes and encompasses materials referenced herein from the Prism39.com website. To the extent the terms of any Prism39 policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.

Important: Do not make changes to this agreement. If You are an Enterprise Support customer and wish to discuss any of the terms within this agreement, then please contact Prism39 Sales for further information.
