Mobile Heartbeat End User License Agreement (EULA) Terms

EULA Terms

1. End User will treat the Licensed Products and technical information as confidential information whether or not marked as confidential and shall not use or disclose to any third parties any such confidential information.
2. The license is non-cancelable and non-refundable during the term of the license. Upon any termination of this Agreement End User will promptly pay Mobile Heartbeat all Fees and Expenses for all work performed up to and including the termination date.
3. The license granted is a non-exclusive, non-transferable license to use for internal business, including any affiliate, only the specific software or services of Mobile Heartbeat and associated documentation provided, subject to the following license scope and other restrictions set forth in the EULA.
4. End User may permit its employees, agents and independent contractors to access and use the Licensed Software and associated documentation; provided, however, that the End User shall be responsible for any acts of its employees, agents and/or independent contractors.
5. End User may not: (i) copy, sublicense, distribute, rent, lease, loan, resell, modify or translate the software or services or create derivative works based thereon; (ii) directly or indirectly decompile, disassemble, reverse engineer or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the software or services; (iii) provide service bureau, time share or subscription services based on the software or services; or (iv) remove, obscure or modify any markings, labels or any notice of the proprietary rights, including copyright, patent and trademark notices.
6. Mobile Heartbeat, and its licensors, as applicable, retain all ownership and intellectual property rights to the Licensed Products and documentation. If End User acquires any rights to the Licensed Products or documentation, End User hereby assigns all of those rights to Mobile Heartbeat or its licensors, as applicable.
7. To the extent permitted by applicable law, Mobile Heartbeat shall be third party beneficiary of the EULA with respect to products and services of Mobile Heartbeat and sublicensed to the End User.
8. The End User shall also agree not to (1) display, transmit, sell, or otherwise transfer or make available the software or services to any other person or entity; (2) electronically transfer the Licensed Products outside its intranet or network dedicated for the software or services, except to outsourcers provided that such outsourcer is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein (however at all times the software or access to the services shall be located in the continental United States); or (3) reduce any Licensed Software to a human-perceivable form.
9. The End User agrees to indemnify Mobile Heartbeat against and hold it harmless from any and all claims, liabilities, damages, costs and expenses, including, without limitation, attorneys’ fees, relating to or arising out of any claim by any third party that the services provided by End User using the Licensed Products or End User’s use of the Licensed Products has resulted in personal injury, economic loss or any other damages to any person or property.
10. Mobile Heartbeat may consider any payment not received by its due date to be a default, and Mobile Heartbeat will have the option, without limitation, to suspend its performance until such payment is received and opting not to suspend performance will not affect the right of Mobile Heartbeat to suspend such performance at any time that any payment default is in existence.