End-User License Agreement
BLACKCHAIR SOFTWARE AS A SERVICE (SAAS) END-USER LICENSE AGREEMENT
Date of Issue: April 2025
- Blackchair licensed Service (“Service”), are to be used solely for internal business purposes to monitor and configure the Customer’s CX platforms. Upon mutual agreement, Customer may also use the Service (a) for the primary benefit of any third party, including without limitation, using the Service to provide CX application monitoring and configuration services for others, whether or not the CX application in question is installed or operated by the Customer, or (b) in a service bureau or time-sharing arrangement. Customer may not sublicense, distribute, rent, lease or transfer the Service to any third party; provided that Customer may authorize third party integrators and consultants to support its installation or implementation of the Service.
- Customer may not alter, adopt, modify, vary, or create derivative works based on the whole or any part of the Service in any way whatsoever, except as permitted by law, nor permit any third party to alter, modify, vary, or create derivative works based on the whole or any part of the Service; and Customer shall not make or permit to be made any translation, alteration, adaptation, enhancement, modification, update or addition to, nor decompile, reverse engineer or disassemble the Service without the prior written consent of Blackchair.
- When Service is licensed as a part of, in conjunction with, or intended to be used with specific Customer Hardware, Service may only be used with the Hardware provided by Customer. The Service may include license management components designed to administer usage rights and restrictions. Customer agrees not to permit the circumvention or any attempt to circumvent such technical means to enable usage rights in excess of those purchased. Unless otherwise stated in a quote, Customer may only deploy a single instance of the Service at a single location. Customer shall retain and shall not alter or obscure any notices, markings or other insignia that are affixed to the Service, Hardware or associated documentation or any part thereof at the time of delivery of such Service or associated documentation by Blackchair.
- Customer acknowledges that certain of Blackchair Services or components thereof may be supplied by third parties. Licensed Service may utilize Open Source Service that may be included as a part of the Service, included in the same medium on which the Service is delivered or as a part of the download of Service received by Customer, or pre-loaded on Hardware. For the purposes herein, “Open Source Service” means any Service for which the source code and certain other rights normally reserved for copyright holders are provided under an Open Source Service License or that is in the public domain, and an “Open Source Service License” is any license to Service that meets the Open Source Definition of the Open Source Initiative at http://www.opensource.org/docs/definition.php. Because Blackchair distributes its Service in object code form, Blackchair will provide Customer, on request, with the complete corresponding machine readable source code of Open Source Service that is subject to any Open Source License that requires that Blackchair provide, without charge (other than a charge for the cost of distribution), source code to the Service, whether in original form or as modified by Blackchair, for a period of up to three (3) years after delivery of the Service within which the Open Source Service is included. Any such Open Source Service requested and so received by Customer shall be subject to the applicable Open Source License and this license does not modify or abridge any rights or obligations Customer may have under such Open Source License. Any permitted use (or distribution) of Open Source Service separate and apart from use of the Service is governed by the relevant Open Source License and, with respect to which, no indemnification obligations pertain.
- Blackchair Services are not fault-tolerant and are not designed, manufactured or intended for use for testing of on-line control equipment in hazardous environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Service or Hardware could lead directly to death, personnel injury or severe physical or environmental damage (“High Risk Activities”). Accordingly, Blackchair and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities and no license is granted to use the Service or Hardware for such activities.
- The Service and associated documentation are “commercial computer Service” and “commercial computer Service documentation,” and, as such, the rights of U.S. Government End Users with respect to the Service and documentation, in accordance with FAR 12.212 or DFARS 227.7202-1, as applicable.
- Blackchair may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate the License and the rights afforded to Customer hereunder with or without prior notice. Furthermore, if Customer fails to comply with any terms and conditions of this License then this License and any rights afforded to customer hereunder shall terminate automatically, without and notice or other action by Blackchair. Upon the termination of this License Customer shall cease all use of the Service and uninstall the Service.
- Blackchair warrants that during the service subscription period, when used in accordance with the Service Documentation, will operate and perform in all material respects in accordance with the Service Documentation (“Conform”). Blackchair shall attempt, through reasonable efforts, to correct any material failure of the Service to Conform, if such failure is reported to Blackchair within the subscription period and Customer, at Blackchair’s request, provides Blackchair with sufficient information (which may include access to the relevant computer system for use of the Service by Blackchair or its designated personnel) to reproduce the defect in question.
- UNDER NO CIRCUMSTANCES SHALL COMPANY OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE AND ANY THIRD PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORSEEABLE AND WHETHER OR NOT BLACKCHAIR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BLACKCHAIR’S AGGREGATE LIABILITY TO CUSTOMER (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES PAID TO BLACKCHAIR FOR THE SERVICE. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Customer shall comply fully with all relevant export laws and regulations of their respective countries and other applicable export and import laws to assure that neither the Services, nor any direct Service thereof, are exported, directly or indirectly, in violation of applicable laws.
- The Parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods
BLACKCHAIR SERVICE AS A SERVICE (SAAS) END USER LICENSE AGREEMENT
