Astrogate End User License Agreement (June 2021)
These terms and conditions, together with any and all other documents referred to herein (Product Specific EULA; Maintenance and Support Agreement, open source software listing, if and when provided alongside with this document or at our website www.astrogate.com), set out the End User License Agreement under which you may use our products or software. Please read these terms carefully and ensure that you understand them. By checking the tick box of “I accept this License Agreement” or by downloading, installing, or using our products or software, you agree to comply with and be bound by these terms and conditions. If you represent and act on behalf of an entity, you warrant that are duly empowered to accept the terms and conditions of this License Agreement.
- “we/us/our” or “Astrogate” means Astrogate Inc. with company address at 11F-6, No. 120, Qiaohe Rd., Zhonghe Dist., New Taipei City 235, Taiwan.
- “you/your” means the entity on behalf of which these terms are accepted and any of its representatives or individuals having access to the Software.
- “License Agreement” means this Astrogate End User License Agreement (EULA).
- “Software” means the software or App provided by Astrogate to be installed on computers, mobile devices or other devices.
- “Products” means the product provided by Astrogate.
- 2.1 License Grant. Astrogate grants you a limited, non-exclusive, non-transferable, non-sub-licensable right to use this Product or Software, provided that all terms and applicable fees are complied with.
- 2.2 Restriction on Use. You agree to use the Product or Software strictly in accordance with the terms of this License Agreement and shall not: (a) decompile, reverse engineer, disassemble or descript the Product or Software; (b) make any modification, adaptation, correction, translation, unbundling or derivative works based upon the Software; (c) violate any applicable laws, rules or regulations in connection with Your access or use of the Software; (d) remove, alter or obscure any proprietary notice, including but not limited to any notice of copyright or trademark of Astrogate.
- 3.1 Ownership. The Software may contain or require the use or certain third-party technology (whether proprietary or open source software) is owned and copyrighted by Astrogate and/or third party suppliers. It is licensed to you on a non-exclusive basis for use only under the terms and conditions of this License Agreement; your license confers no ownership.
- 3.2 Trademarks and Copyright. The Software is protected by applicable Intellectual Property related laws and treaty provisions in Taiwan, the Republic of China, and internationally. In addition, any brand or product names in relation to the Software may be trademarks, registered trademarks or copyrights of their respective holders. Copyright on the Software components belongs to the respective initial holder, you shall not remove or obscure or alter all proprietary notices and/or logos within the Software.
You acknowledge and agree that the Software is provided on an “AS IS” and “AS AVAILABLE” basis. Astrogate does not make nor intends to make any warranties or guarantees, representations and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose and non-infringement of intellectual property. We make reasonable efforts to ensure that the Software functions well, however, we do not warrant that the Software will be free from errors or that your will be able to operate the Software without interruptions or that such errors will be corrected by Astrogate. Except for any maintenance and support obligations separately agreed, you are solely responsible for all costs and expenses associated with damage caused by such errors and/or corresponding rectification or repairment, and that your use of or reliance upon the Software and any third-party content and services accessed thereby is at your sole risk and discretion. The warranty disclaimer found in applicable Open Source licenses shall override the provisions of this License Agreement.
- 5.1 Compliance. You may only use the Software in a lawful manner, you must ensure that you comply fully with any and all local, national or international laws and/or regulations; you must not use the Software in any way, or for any purpose, that is unlawful or fraudulent.
- 5.2 Enforcement. Upon breach of clause 5.1 or any other provisions of this License Agreement, Astrogate reserve the right to suspend or terminate the License granted to you, or according to the materiality, we may take one or more of the following actions: (a) issue a written warning and ask for corrective actions within certain period, if it can be corrected at all; (b) take legal proceedings against you as appropriate; (c) disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and (d) other actions which We deem reasonably appropriate (and lawful).
- 5.3 Indemnification. You hereby agree to indemnify, defend, and hold harmless Astrogate from and against any and all actions, proceedings, liability, loss, damages, fees and costs, and other expenses incurred or suffered by Astrogate arising out of or in connection with any beach by you of the terms of this License Agreement.
- 6.1 To the maximum extent permitted by law, Astrogte accepts no liability for any damages, losses or claims you or any third party may suffer as result of your use of the Software. In jurisdictions where Astrogate’s liability cannot be excluded, Astrogate’s aggregate liability for direct damages shall be limited to the license fees actually paid for the Software.
- 6.2 To the maximum extent permitted by law, in no event will Astrogate be liable for any indirect, special, punitive, incidental or consequential loss or damages of any kind which may arise out of or in connection with the Software, failure in the performance of Astrogate’s obligations under this Software License, any economic loss, loss of business, data, goodwill, profits, turnover revenue, reputation or any loss arising from cessation of work, computer failure or malfunction of the Software and all other commercial damages or losses which may arise in respect of use of the Software, even if Astrogate has been advised of the possibility of their
- 7.1 Personal Data. Whether or not Astrogate assumes the role of processor of personal data, you remain solely responsible for complying with all applicable data protection laws and for implementing and maintaining privacy protection and security measures (especially for components that your provide or control). Astrogate disclaims any liability for any data not provided by us, or any use of the Software outside the intended use as per this License Agreement or an applicable data processing annex.
- 7.2 Technical You agree that through usage of the Software, Astrogate may gather technical information of the functioning generated by the products connected through the Software and/or by your use of the Software. Astrogate may process and use such technical information for analytical purposes, for conducting further development and improvement of our products and services. All knowhow, inventions and works derived by us from the Technical Information will be exclusive proprietary of Astrogate.
- 8.1 Changes to the License Agreement. Astrogate may make changes to the terms of this License Agreement. Any such changes will become binding on you upon your first use of the Software after the changes have been implemented. You are therefore advised to be aware of the latest License Agreement every time you intend to update the Software. If any conflict exists between the latest version of the License Agreement and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated
- 8.2 Termination of Licensing. The License Agreement is effective upon your acceptance, and terminates when you de-activate the Software, discontinue the use of the device on which the Software was first installed or, if You fail to comply with any of the terms and conditions of this License. Upon the termination on this License, you shall cease all use of the
Software and Products include several open source software. This open source software is governed by the terms and conditions of the applicable open source license, and your usage is bound by such terms and conditions of the applicable open source license. (Open source software listing is an attachment to this Agreement, and is also provided at our website www.astrogate.com) You agree to comply with aforesaid licenses. If you don’t agree to such terms and conditions, you may not use the open source software.
The provisions of articles 3, 4, 5, 6 and 7 will survive the termination of this License Agreement. However, this will not imply or create any continued right to use the Software after termination of this License Agreement.
Astrogate’s failure or delay in enforcing any provision of License Agreement will not operate as a waiver of the right.
If any portion of t License Agreement shall be declared or adjudged to be illegal, invalid or unenforceable, such illegality or unenforceability shall not vitiate any of the other provisions hereof which shall remain in full force, validity and effect.
This License Agreement shall be governed by and construed in accordance with the laws of Taiwan, the Republic of China. All disputes arising in any way out of or affecting this License Agreement shall be subject to the exclusive jurisdiction of the Taiwan New Taipei District Court (Taiwan, the Republic of China). The United Nations Convention on Contracts for the International Sale of Goods (the “Convention”) shall not apply to this License Agreement, however, if the Convention is deemed by a court of competent jurisdiction to apply to this License Agreement, Astrogate shall not be liable for any claimed non-conformance of the Software under Article 35(2) of the Convention.