End-User License Agreement
Last updated: July 26, 2022
PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY BEFORE CLICKING THE "I AGREE" BUTTON
OR DOWNLOADING OR USING THE APPLICATION SMBTRACK.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings as defined under the
following definitions or, in some cases, elsewhere in this Agreement. The defined words shall
have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of this End-User License Agreement:
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Agreement means this End-User License Agreement that forms the entire agreement
between You and the Company regarding the use of the Application.
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Application means the software program provided by the Company downloaded by You
to a Device, named SMBTrack.
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Company (referred to as either "the Company", "We", "Us" or "Our" in this
Agreement) refers to Teaglu, LLC, a Georgia Limited Liability Corporation.
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Content refers to content such as text, images, or other information that can
be posted, uploaded, linked to or otherwise made available by You, regardless of the
form of that content.
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Jurisdiction refers to: State of Georgia, Country of United States of America.
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Device means any device that can access the Application such as a computer, a
cellphone or a digital tablet.
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Entitlement means a right to use Application for a specified number of endpoints
and for a specified period of time, such rights being obtained by purchasing such an
entitlement, or otherwise agreed upon by Company.
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Third-Party Services means any services or content (including data, information,
applications and other products services) provided by a third-party that may be
displayed, included or made available by the Application.
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You means the individual accessing or using the Application or the company or
other legal entity on behalf of which such individual is accessing or using the
Application, as applicable.
Acknowledgment
By clicking the "I Agree" button, downloading or using the Application, You are agreeing to
be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this
Agreement, do not click on the "I Agree" button, do not download or do not use the Application.
This Agreement is a legal document
between You and the Company, and it governs Your use of the Application made available to You
by the Company.
The Application is licensed, not sold, to You by the Company for use strictly in accordance
with the terms of this Agreement.
License
Scope of License
The Company grants You a revocable, non-exclusive, non-transferable, limited license to
download, install and use the Application strictly in accordance with the terms of this
Agreement. The license that is granted to You by the Company is solely for personal use and
not for any commercial gain (which for a business or legal entity shall include installing and
using the Application to evaluate whether You desire to purchase an Entitlement) unless and
until You have purchased an Entitlement from the Company. Only when You have purchased and
currently hold a valid Entitlement does the Company grant You the right to install and use
the Application for commercial gain. Your downloading a utility, plugin, or agent at a third
party's direction allowing You to access and use the Application or features thereof to connect
to or facilitate the use of services provided by such third party shall not on its own be
construed to be use for commercial gain.
You may allow Your contractors (each a "Contractor") to install and use a utility, plugin,
or agent solely for the purpose of providing services to You, provided that such use is in
compliance with this Agreement. You may instruct Your customers, clients, or, in the case of a
member association, members (each customer, client, or member a "Client") to download a utility,
plugin, or agent allowing them to access and use the Application or features thereof to connect
to or facilitate the use of services provided by You, provided that such use is in compliance with
this Agreement and that each Client accepts the terms of this Agreement at the time of download.
You are liable for any breach of this Agreement by any Contractor or Client.
License Restrictions
You agree not to, and You will not permit others to, (a) decompile, reverse engineer,
disassemble, attempt to derive the source code of, or decrypt the Application; (b) make
any modification, adaptation, improvement, enhancement, translation, or derivative work from
the Application; (c) violate any applicable laws, rules, or regulations in connection with
Your access or use of the Application; (d) remove, alter, or obscure any proprietary
notice (including any notice of copyright or trademark) of Company to its affiliates,
partners, suppliers, or the licensors of the Application; (e) use the Application for
creating a product, service, or software that is directly or indirectly competitive with or
in any way a substitute for any services, product, or software offered by Company; or (f) use
any proprietary information or interfaces of Company or other intellectual property of
Company in the design, development, manufacture, licensing, or distribution of any applications,
accessories, or devices for use with the Application.
You agree not to, and You will not permit others to, offer the Application as a service to
other entites for a fee, subscription, or other consideration, without specific written
authorization from Company.
Intellectual Property
You acknowledge that the Application is proprietary to the Company, and the Application is
protected under United States copyright and other intellectual property laws and international
treaties. You further acknowledge and agree that, as between You and the Company, the Company
and its third party licensors own and shall continue to own all right, title, and interest in
and to the Application, including associated intellectual property rights under copyright,
trade secret, trademark, or patent laws. Except for the limited, revocable license expressly
grated to You herein, this Agreement does not grant You any ownership or other right in or
interest to the Application or any other intellectual property rights of the Company, whether
by implication, estoppel, or otherwise.
Any and all trademarks or service marks that the Company uses in connection with the
Application or with services rendered by the Company are marks owned by the Company. This
Agreement does not grant You any right, license, or interest in such marks, and You shall not
asset any right, license, or interest in such marks or any words or designs that are confusingly
similar to such marks.
The Company shall not be obligated to indemnify or defend You with respect to any third party
claim arising out of or relating to the Application. To the extent the Company is required to
provide indemnification by applicable law, the Company shall be solely responsible for the
investigation, defense, settlement and discharge of any claim that the Application or Your use
of it infringes any third party intellectual property rights.
Your Suggestions
Any feedback, comments, ideas, improvements or suggestions provided by You to the Company
with respect to the Application (the "Suggestions") shall become and remain the sole and
exclusive property of the Company.
The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for
any purpose and in any way without any credit or any compensation to You.
Modifications to the Application
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently,
the Application or any service to which it connects, with or without notice and without
liability to You.
Updates to the Application
The Company may from time to time provide enhancements or improvements to the features and/or
functionality of the Application, which may include patches, bug fixes, updates, upgrades and
other modifications ("Updates").
Updates may modify or delete certain features and/or functionalities of the Application.
You agree that the Company has no obligation to (i) provide any Updates or (ii) continue to
provide or enable any particular features and/or functionalities of the Application to You.
You further agree that all Updates or any other modifications will be (i) deemed to
constitute an integral part of the Application and (ii) subject to the terms and conditions
of this Agreement.
Maintenance and Support
The Company does not provide any maintenance or support for the download and use of the
Application. To the extent that any maintenance or support is required by applicable law,
the Company shall be obligated to furnish only such legally required maintenance or support.
Third-Party Services
The Application may display, include or make available Third-Party Services or provide links
to third-party websites or services.
You acknowledge and agree that the Company shall not be responsible for any Third-Party
Services, including their accuracy, completeness, timeliness, validity, copyright compliance,
legality, decency, quality or any other aspect thereof. The Company does not assume and shall
not have any liability or responsibility to You or any other person or entity for any
Third-Party Services.
You must comply with applicable third parties' terms and conditions when using the Application.
Third-Party Services and links thereto are provided solely as a convenience to You, and You
access and use them entirely at your own risk and subject to such third parties' terms and
conditions.
Privacy Policy
The Company collects, stores, maintains, and shares information about You in accordance with
Our privacy policy ("Privacy Policy"): https://teaglu.com/about/privacy-policy.
By accepting this Agreement, You acknowledge that You hereby agree and consent to the terms
and conditions of Our Privacy Policy.
Term and Termination
This Agreement shall remain in effect until terminated by You or the Company in accordance
with the following.
The Company may, in its sole discretion, at any time and for any or no reason, suspend or
terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from the Company, in the event
that you fail to comply with any provision of this Agreement. You may also terminate this
Agreement by deleting the Application and all copies thereof from your Devices.
Upon termination of this Agreement, You shall cease all use of the Application and delete all
copies of the Application from your Devices.
Termination of this Agreement will not limit any of the Company's rights or remedies at law
or in equity in case of breach by You (during the term of this Agreement) of any of your
obligations under the Agreement.
Indemnification
You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates,
members, managers, officers, employees, agents, partners, suppliers, and licensors (collectively
the "Company Parties") harmless from any claim or demand, including reasonable attorneys' fees,
due to or arising out of your: (a) installation or use of the Application; (b) violation of
this Agreement or any law or regulation; or (c) violation of any right of any third party.
No Warranties
The Application is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects
without warranty of any kind. To the maximum extent permitted under applicable law, the
Company, on its own behalf and on behalf of its affiliates and its and their respective
licensors and service providers, expressly disclaims any and all warranties, whether express,
implied, statutory or otherwise, with respect to the Application, including without limitation
all implied warranties of merchantability, satisfactory quality, fitness for a particular
purpose, accuracy, timeliness, title, non-infringement of third-party rights, or warranties
that may arise out of course of dealing, course of performance, usage or trade practice to the
fullest extent authorized by law. Without limitation to the foregoing, the Company provides no
warranty or undertaking, and makes no representation of any kind that the Application will meet
Your requirements, achieve any intended results, be compatible or work with any other software,
applications, systems or services, operate without interruption, meet any performance or
reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the Company Parties makes any
representation or warranty of any kind, express or implied: (i) as to the operation or
availability of the Application, or the information, content, and materials or products included
thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the
accuracy, reliability, or currency of any information or content provided through the
Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on
behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or
other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations
on applicable statutory rights of a consumer, so some or all of the above exclusions and
limitations may not apply to You. But in such a case the exclusions and limitations set forth
in this section shall be applied to the greatest extent enforceable under applicable law. To
the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely
responsible for such warranty to the extent legally required and no more.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR THE
COMPANY PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY
DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, FOR LOSS OF DATA
OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY
ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE APPLICATION,
THIRD-PARTY SERVICES AND/OR THIRD-PARTY HARDWARE USED WITH THE APPLICATION, OR OTHERWISE IN
CONNECTION WITH ANY PROVISION OF THIS AGREEMENT), EVEN IF THE COMPANY OR ANY OF THE COMPANY
PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF
ITS ESSENTIAL PURPOSE.
Notwithstanding any damages that You might incur, the entire liability of the Company and the
Company Parties under any provision of this Agreement, and Your exclusive remedy for all of the
foregoing, shall be limited to the amount actually paid by You for Your Entitlements or One
Hundred and No/100 U.S. Dollars ($100.00) if You haven't purchased an Entitlement.
Some jurisdictions do not allow the exclusion or limitation of certain types of damages or
liabilities, so the above limitation or exclusion may not apply to You, but in such a case the
exclusions and limitations set forth in this section shall be applied to the greatest extent
enforceable under applicable law.
Severability and Waiver
Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision
shall be changed and interpreted to accomplish the objectives of such provision to the greatest
extent possible under applicable law, and the remaining provisions shall continue in full force
and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an
obligation under this Agreement shall not effect a party's ability to exercise such right or
require such performance at any time thereafter, nor shall be the waiver of a breach constitute
a waiver of any subsequent breach.
Product Claims
The Company does not make any warranties concerning the Application.
United States Legal Compliance
You agree to comply with all applicable laws. Without limiting the foregoing, You agree to
comply with all United States export laws and applicable import laws of Your locality (if You
are not located in the United States), and You agree not to export the Application without first
obtaining all required authorizations or licenses. In particular, but without limitation, the
Application may not be exported or re-exported (a) into any United States embargoed countries or
(b) to anyone on the U.S. Department of the Treasury's Specially Designated Nationals and
Blocked Persons List, the U.S. Department of Commerce's Denied Persons List or Entity List.
By using the Application, You represent and warrant that You are not located in any such country
or on any such list.
Changes to this Agreement
The Company reserves the right, at its sole discretion, to modify or replace this Agreement
at any time. If a revision is material, we will provide at least 30 days' notice prior to any new
terms taking effect. What constitutes a material change will be determined at the sole discretion
of the Company.
By continuing to access or use the Application after any revisions become effective, You agree
to be bound by the revised terms. If You do not agree to the new terms, You are no longer
authorized to use the Application.
Governing Law
The laws of the Jurisdiction, excluding its conflicts of law rules, shall govern this
Agreement and your use of the Application. Your use of the Application may also be subject to
other local, state, national, or international laws.
Entire Agreement
The Agreement constitutes the entire agreement between You and the Company regarding your
use of the Application and supersedes all prior and contemporaneous written or oral agreements
between You and the Company as to the subject matter addressed herein.
You may be subject to additional terms and conditions that apply when You use the Company's
website or purchase Company's other products or services, including but not limited to the
Company's general terms and conditions: https://teaglu.com/about/terms-conditions.
The Company will make such additional terms and conditions available to You at the time of such
use or purchase.
Contact Us
If you have any questions about this Agreement, You can contact Us:
