Helios Portal END USER LICENSE AGREEMENT (EULA)
heliosportal.com and Helios Portal are registered trading or
domain names of Helios Portal, LLC (Registered in Chesterfield County,
Virginia, U.S.A.). Helios Portal, LLC is referred to herein as 'the licensor'.
This is a CONTRACT between you (either an individual or a
single entity), herein referred to as 'the licensee' and Helios Portal, LLC,
which covers your use of Helios Core, Helios Events and related software components. All
such software is referred to herein as the "Software Product." Any
"Trial" or "Demonstration" versions is referred to herein
as "Evaluation Copies". A software license issued to a designated
user only by Helios Portal, LLC or its authorized agents is required for each
user of the Software Product. If you do not agree to the terms of this EULA, then
do not install or use the Software Product or the Software Product License. By
explicitly accepting this End-User License Agreement (EULA) you are
acknowledging and agreeing to be bound by the following terms:
The consideration of the licensee having access to the
software and/or product(s) is consideration for the licensee entering into the
terms of this agreement. The licensee acknowledges that it is responsible for
and it provides its own hardware and access to internet and agress the licensor
is not responsible for any or all interferences with the licensees hardware or
internet access, whether caused solely or in part by the licensors software
and/or products, and/or caused by the licensor's negligence or not.
of this EULA:
1. Evaluation copies may only be used to determine
2. License for use is non-exclusive, non-transferable right
a. User has the right to modify, alter, improve, or enhance
the Software Product
b. Distribution of modified Software Product must be agreed
upon between the licensor and the user prior to distribution
c. Support of modified Software Product must be agreed upon
between the licensor and the user prior to distribution
d. You may install each Software Product License on a single
3. The Software Product is owned by the licensor and is
protected by United States and international copyright laws
4. You may not rent, lease, lend, or in any way distribute
or transfer any rights in this EULA or the Software Product to third parties
without the licensor's written approval
5. You hereby agree to indemnify the licensor against and
hold harmless the licensor from any claims
6. Any software provided along with the Software Product
that is associated with a separate license agreement
7. the licensor may provide you with support services
related to the Software Product
8. the licensor may terminate this EULA if you fail to
comply with any term or condition of this EULA
9. U.S. Government use
10. Export of Software Product is limited to that allowable
11. YOU ACCEPT THE SOFTWARE PRODUCT AND SOFTWARE PRODUCT
LICENSE "AS IS"
12. Limitation of liability
13. High risk activities
14. Governing Law; Entire Agreement; Dispute Resolution
15. If any provision of this EULA is held invalid, the
remainder of this EULA shall continue in full force and effect
16. If you are located outside the State of Virginia,
U.S.A., then the provisions of this Section shall apply
1. EVALUATION LICENSE WARNING
This Software Product under special circumstances be used in
conjunction with a free evaluation Software Product License. If you are using
such an evaluation Software Product License, you may use the Software Product
only to evaluate its suitability for purchase. Evaluation Software has been
limited in some way either through timeouts, disabled save or restricted use.
The licensor BEARS NO LIABILITY FOR ANY DAMAGES RESULTING FROM USE (OR
ATTEMPTED USE AFTER EXPIRATION) OF THE SOFTWARE PRODUCT AND HAS NO DUTY TO
PROVIDE ANY SUPPORT BEFORE OR AFTER THE EXPIRATION DATE OF AN EVALUATION
2. GRANT OF NON-EXCLUSIVE LICENSE
The licensor grants the non-exclusive, non-transferable
right for a the licensee to install the software on a single instance of your
DotNetNuke site, as well as a development or staging site. If you purchased an
Enterprise license then you may install and use copies of the Software Product
on any DotNetNuke sites belonging to or used by your organization.
When the source code is provided with the Software Product,
the licensor grants you the right to modify, alter, improve, or enhance the
Software Product without limitation, except as described in this EULA.
Although rights to modification of the Software Product are
granted by this EULA, you may not tamper with, alter, or use the Software
Product in a way that disables, circumvents, or otherwise defeats its built-in
licensing verification and enforcement capabilities. The right to modification
of the Software Product also does not include the right to remove or alter any
trademark, logo, copyright or other proprietary notice, legend, symbol or label
in the Software Product.
Any modifications made to the Software Product will render
it non-supportable by the licensor. You may, at your discretion, contact the
licensor about distribution of the altered Software Product, and if agreeable
terms can be determined, the software product may be distributed according to
the agreement. The altered Software Product will become supported by the party
designated in the agreement between the licensor and the user. Ownership of the
altered SOFTWARE PRODUCT is transferred to the party designated in the
agreement between the licensor and the user. You may not distribute or
redistribute changes made to the Software Product to anyone other than groups
designated by the agreement between the licensor and the user. Contact the
licensor using the information included at the end of this document.
Although the source code for the Software Product may be
included, you may not share, use, or reuse the knowledge or technologies in
other applications without explicit approval from the licensor.
You may make copies of the Software Product as is reasonably
necessary for its use. Each copy must reproduce all copyright and other
proprietary rights notices on or in the Software Product.
Each copy must reproduce all copyright and other proprietary
rights notices on or in the Software Product License. You may not modify or
create derivative copies of the Software Product License.
All rights not expressly granted to you are retained by the
3. INTELLECTUAL PROPERTY RIGHTS RESERVED BY the licensor.
The Software Product is owned by the licensor and is
protected by United States and international copyright laws and treaties, as
well as other intellectual property laws and treaties. You must not remove or
alter any copyright notices on any copies of the Software Product. This
Software Product copy is licensed, not sold. You may not use, copy, or
distribute the Software Product, except as granted by this EULA, without
written authorization from the licensor or its designated agents. Furthermore,
this EULA does not grant you any rights in connection with any trademarks or
service marks of the licensor. The licensor reserves all intellectual property
rights, including copyrights, and trademark rights.
4. NO RIGHT TO TRANSFER
You may not rent, lease, lend, or in any way distribute or
transfer any rights in this EULA or the Software Product to third parties
without the licensor's written approval, and subject to written agreement by
the recipient of the terms of this EULA.
a) You hereby agree to indemnify the licensor against and
hold harmless the licensor from any and all claims, lawsuits or losses
including where caused by the Licensors negligence, that arise out of your use
of any software provided by the Licensor whether obtained from the website
www.heliosportal.com or from resellers or from any other way.
b) You hereby agree to indemnify the licensor against and
hold harmless the licensor from any and all claims, lawsuits or losses
including where caused by the licensors negligence, that arise out of your
breach of Clause 4 hereof.
6. THIRD PARTY RIGHTS
Any software provided along with the Software Product that
is associated with a separate license agreement is licensed to you under the
terms of that license agreement. This license does not apply to those portions
of the Software Product. Copies of these third party licenses are included in
all copies of the Software Product.
7. SUPPORT SERVICES
The licensor may in its entire discretion provide you with
support services related to the Software Product. Use of any such support
services is governed by the licensor policies and programs described in online
documentation and/or other the licensor-provided materials.
As part of these support services, the licensor may make
available bug lists, planned feature lists, and other supplemental
informational materials. The licensor MAKES NO WARRANTY OF ANY KIND FOR THESE
MATERIALS AND ASSUMES NO LIABILITY WHATSOEVER FOR DAMAGES RESULTING FROM ANY
USE OF THESE MATERIALS. FURTHERMORE, YOU MAY NOT USE ANY MATERIALS PROVIDED IN
THIS WAY TO SUPPORT ANY CLAIM MADE AGAINST the licensor.
Any supplemental software code or related materials that the
licensor provides to you as part of the support services, in periodic updates
to the Software Product or otherwise, is to be considered part of the Software
Product and is subject to the terms and conditions of this EULA.
With respect to any technical information you provide to the
licensor as part of the support services, the licensor may use such information
for its business purposes without restriction, including product support and
development. The licensor will not use such technical information in a form
that personally identifies you without first obtaining your permission.
8. TERMINATION WITHOUT PREJUDICE TO ANY OTHER RIGHTS
The licensor may terminate this EULA and withdraw the
licensees rights to use the software and/or product(s) if the Licensee fails to
comply with any term or condition hereof or is abusive to the Licensor or its
servants or employees, or for any reason whatsoever in the entire discretion of
the Licensor. In such event, you must destroy all copies of the Software
Product and Software Product Licenses.
9. U.S. GOVERNMENT USE
If the Software Product is licensed under a U.S. Government
contract, you acknowledge that the software and related documentation are
"commercial items," as defined in 48 C.F.R 2.01, consisting of
"commercial computer software" and "commercial computer software
documentation," as such terms are used in 48 C.F.R. 12.212 and 48 C.F.R.
227.7202-1. You also acknowledge that the software is "commercial computer
software" as defined in 48 C.F.R. 252.227-7014(a)(1). U.S. Government
agencies and entities and others acquiring under a U.S. Government contract
shall have only those rights, and shall be subject to all restrictions, set
forth in this EULA. Contractor/manufacturer is the licensor.
10. EXPORT RESTRICTIONS
You will not download, export, or re-export the Software
Product, any part thereof, or any software, tool, process, or service that is
the direct product of the Software Product, to any country, person, or entity
-- even to foreign units of your own company -- if such a transfer is in
violation of U.S. export restrictions.
11. NO WARRANTIES
YOU ACCEPT THE SOFTWARE PRODUCT AND SOFTWARE PRODUCT LICENSE
AND the licensor AND ITS THIRD PARTY SUPPLIERS AND LICENSORS
MAKE NO WARRANTY AS TO ITS USE, PERFORMANCE, OR OTHERWISE. TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW, the licensor AND ITS THIRD PARTY SUPPLIERS
AND LICENSORS DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES, AND CONDITIONS,
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,
IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE ENTIRE RISK
ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE PRODUCT REMAINS WITH YOU.
12. LIMITATION OF LIABILITY
THIS LIMITATION OF LIABILITY IS TO THE MAXIMUM EXTENT
APPLICABLE LAW. IN NO EVENT SHALL the licensor OR ITS THIRD
PARTY SUPPLIERS AND LICENSORS BE LIABLE FOR ANY COSTS OF SUBSTITUTE PRODUCTS OR
SERVICES, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF
THIS EULA OR THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE FAILURE
TO PROVIDE SUPPORT SERVICES, EVEN IF the licensor HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, the licensor'S, AND ITS THIRD PARTY
SUPPLIERS' AND LICENSORS', ENTIRE LIABILITY ARISING OUT OF THIS EULA SHALL BE
LIMITED TO THE LESSER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE
PRODUCT OR THE PRODUCT LIST PRICE; PROVIDED, HOWEVER, THAT IF YOU HAVE ENTERED
INTO A the licensor SUPPORT SERVICES AGREEMENT, the licensor's ENTIRE LIABILITY
REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT.
13. HIGH RISK ACTIVITIES
The Software Product is not fault-tolerant and is not
designed, manufactured or intended for use or resale as on-line control
equipment in hazardous environments requiring fail-safe performance, such as in
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 Software Product, or any software, tool, process,
or service that was developed using the Software Product, could lead directly
to death, personal injury, or severe physical or environmental damage
("High Risk Activities"). Accordingly, the licensor and its suppliers
and licensors specifically disclaim any express or implied warranty of fitness
for High Risk Activities. You agree that the licensor and its suppliers and
licensors will not be liable for any claims or damages arising from the use of
the Software Product, or any software, tool, process, or service that was
developed using the Software Product, in such applications.
14. GOVERNING LAW; ENTIRE AGREEMENT; DISPUTE RESOLUTION
This EULA is governed by the laws of the State of Virginia,
U.S.A., excluding the application of any conflict of law rules. The United
Nations Convention on Contracts for the International Sale of Goods shall not
This EULA is the entire agreement between the licensor and
you, and supersedes any other communications or advertising with respect to the
Software Product. This EULA may be modified only by written agreement signed by
authorized representatives of you and the licensor.
Unless otherwise agreed in writing, all disputes relating to
this EULA (except any dispute relating to intellectual property rights) shall
be subject to final and binding arbitration in the State of Virginia, in
accordance with the Licensing Agreement Arbitration Rules of the American
Arbitration Association, with the losing party paying all costs of arbitration.
Arbitration must be by a member of the American arbitration Association. If any
dispute arises under this EULA, the prevailing party shall be reimbursed by the
other party for any and all legal fees and costs associated therewith.
If any provision of this EULA is held invalid, the remainder
of this EULA shall continue in full force and effect.
A waiver by either party of any term or condition of this
EULA or any breach thereof, in any one instance, shall not waive such term or
condition or any subsequent breach thereof.
16. OUTSIDE THE ISSUING COUNTRY.
If you are located outside the U.S., then the provisions of
this Section shall apply. The parties confirm that this EULA and all related
documentation is and will be in the English language. You are responsible for
complying with any local laws in your jurisdiction which might impact your
right to import, export or use the Software Product, and you represent that you
have complied with any regulations or registration procedures required by
applicable law to make this license enforceable.
17. CONTACT INFORMATION
If you have any questions about this EULA, or if you want to
contact the licensor for any reason, please direct all correspondence to:
Helios Portal, LLC, [email protected]