Effective: June 14, 2017

IMPORTANT-READ CAREFULLY: This end-user license Agreement (“EULA”) is a legally binding license agreement between the entity or organization you represent, or if you do not designate an entity or an organization in connection with a license purchase, you in your individual capacity on behalf of yourself (“you” or “your”) and BidScaler Technologies, LLC, whose address is 800 W. El Camino Real, Suite 180, Mountain View, CA (“BidScaler Technologies”) for the BidScaler software identified above and as further defined in this EULA.

BY PAYING THE LICENSE OR SUBSCRIPTION FEE FOR THE SOFTWARE WITHOUT PROMPTLY REQUESTING A REFUND OF SUCH FEE OR INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, SUCH ACTS INDICATE YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT DESIRE TO ACCEPT THIS EULA OR AGREE TO THE TERMS OF THIS EULA, PROMPTLY RETURN THE UNUSED SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND OF THE LICENSE OR SUBSCRIPTION FEE.

THE SOFTWARE IS PROTECTED BY U.S. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. BIDSCALER TECHNOLOGIES IS AND SHALL REMAIN THE OWNER OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.

BIDSCALER TECHNOLOGIES STRIVES TO PROTECT THE SECURITY AND PRIVACY OF THE USERS OF ITS PRODUCTS. THE BIDSCALER TECHNOLOGIES PRIVACY POLICY FOUND AT https://bidscaler.com/privacy-policy/ AND IS INCORPORATED IN THIS EULA BY REFERENCE.

WHEN YOU USE THE SOFTWARE, BIDSCALER TECHNOLOGIES MAY COLLECT CERTAIN INFORMATION ABOUT YOUR COMPUTER THROUGH A CALL HOME SYSTEM OR OTHERWISE TO FACILITATE, EVALUATE AND VERIFY YOUR USE OF THE SOFTWARE WHICH MAY BE SENT TO A BIDSCALER TECHNOLOGIES WEB OR THIRD PARTY CLOUD SERVER FOR STORAGE OR FURTHER PROCESSING BY BIDSCALER TECHNOLOGIES AND/OR ITS PARTNERS, SUBSIDIARIES OR AFFILIATES, FOR BIDSCALER TECHNOLOGIES’ OWN INTERNAL USE. THIS INFORMATION IS GENERALLY COLLECTED IN THE AGGREGATE FORM, WITHOUT IDENTIFYING ANY USER INDIVIDUALLY, ALTHOUGH THE IP ADDRESS, COMPUTER AND SESSION ID IN RELATION TO PURCHASES AND DOWNLOADS/INSTALLATIONS OF THE SOFTWARE MAY BE TRACKED AS PART OF BIDSCALER TECHNOLOGIES’ CUSTOMER ORDER REVIEW, STATISTICAL ANALYSIS, FRAUD AND PIRACY PREVENTION EFFORTS. FOR EXAMPLE, BIDSCALER TECHNOLOGIES MAY COLLECT INFORMATION SUCH AS THE NUMBER OF DOWNLOADS/INSTALLATIONS OR TRIALS OF THE SOFTWARE OR THE TYPE OF OPERATING SYSTEM USED, FOR NON IDENTIFYING STATISTICAL ANALYSIS AND FOR IMPROVING THE SOFTWARE, PROVIDING YOU WITH A MORE RELEVANT EXPERIENCE. BIDSCALER TECHNOLOGIES MAY ALSO COLLECT CERTAIN INFORMATION, SUCH AS NAMES AND E-MAIL ADDRESSES IN CONNECTION WITH YOUR USE OF CERTAIN FEATURES OF THE SOFTWARE WHICH ALSO MAY BE SENT TO A BIDSCALER TECHNOLOGIES WEB SERVER OR A THIRD-PARTY SERVERS TO PROVIDE YOU WITH YOUR REQUESTED ONLINE SERVICES.

YOU ACKNOWLEDGE AND AGREE: (A) THAT YOU ARE NOT AN OWNER OF THE SOFTWARE OR ANY COPIES OF THE SOFTWARE; (B) THAT YOU ARE A MERE LICENSEE OF THE SOFTWARE AND ANY COPIES OF THE SOFTWARE WITHOUT ANY RIGHT TO FURTHER TRANSFER OR DISTRIBUTE THE SOFTWARE OR ANY COPIES OF THE SOFTWARE OR PROVIDE ACCESS TO THE SOFTWARE IN ANY MANNER WITHOUT BIDSCALER TECHNOLOGIES’ PRIOR WRITTEN CONSENT; (C) NOT TO CHALLENGE THE ENFORCEABILITY OR VALIDITY OF THIS EULA; AND (D) NOT TO INITIATE ANY PROCEEDINGS INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS EULA.

Definitions.

  1. “Computer” means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.
  2. “Content” means any data, logos, vendors, projects, contacts, scope of work language, bid language, or any other output of the Software and any data, logos, vendors, projects, contacts, scope of work language, bid language, or other input into the Software.
  3. “Device” means a computer hardware system (whether physical or virtual) with a storage device or a mobile device capable of running the Software. A hardware partition or blade is considered to be a device.
  4. “Internal Network” means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
  5. “Online Services” means any text, image, video, audio, data processing or hosting services.
  6. “Software” means use of a copy of computer software identified above and associated data, Library Content and Online Services and a copy of the printed materials, and may include “online” or electronic documentation as well as licensed third party Content. The Software does not include source code.
  7. “your Content” means the Content resulting from your use of the Software. Sample/demonstration Content shipped with the Software immediately becomes Your Content once you use the Software.
  1. Grant of License and Restrictions.
    The following section applies to all versions of the Software.
    1.1 General Grant. If you obtained the Software and any required Software key(s) from BidScaler Technologies and so long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, BidScaler Technologies hereby grants you a non-exclusive, non-transferable, limited personal license to install and run one copy of the Software in a manner consistent with its design, documentation, and your order. You may only use the Software according to the license ordered by you and granted by BidScaler Technologies. BidScaler Technologies offers several license types to meet the needs of its customers’ particular licenses that are offered for the Software depending on the intended use of the Software. Your order shall designate the specific application of the Software which may include, a Multi-user License, Site License, Enterprise License, or Volume Discount License, for example.
    1.2 Concurrent Use. So long as You comply with the terms and conditions of this EULA as a condition to the license granted herein, You are licensed to use the Software Product concurrently on different computers as long as such use is facilitated through Your Screencast.com account.
    1.3 Backup Copy. So long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, you are licensed to make a reasonable number of backup copies of the Software, provided, your backup copies are not installed or used for other than archival purposes.
  2. Description of other Rights and Limitations.
    BidScaler Technologies’ grant to you of a non-exclusive, nontransferable, limited personal license to install and use the Software in a manner consistent with its design, documentation, and your order, is further conditioned upon your compliance with all of the following conditions:
    2.1 Limitations on Reverse Engineering, De-compilation, and Disassembly. You may not reverse engineer, create derivative works, modify, decompile, translate, localize or disassemble the Software.
    2.2 Separation of Components. The Software is licensed as a single product. Its component parts may not be separated for use on more than one Computer. You may not unbundle or repackage the Software for distribution.
    2.3 No Rental. You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the Software, or any access code or any licenses associated with the same for any purpose, except as otherwise expressly provided in this EULA.
    2.4 No Software License Transfers.
    2.4.1 You may not transfer this license under any circumstances without BidScaler Technologies’ prior written consent/approval, any such consented to or approved transferee must acknowledge, accept and agree in writing to be bound by the terms and conditions of this EULA.
    2.4.2 You may not transfer licenses on a short term basis or transfer temporary rights to use the Software without BidScaler Technologies’ prior written consent/approval.
    2.4.3 The Software and any copies of the Software key or key codes related to the Software and BidScaler’s trademarks may not be copied, reproduced, distributed, used, posted, modified, adapted, prepare derivatives of or displayed in any form or manner on any online auction sites or any other site or material of any kind without the express prior written permission of BidScaler Technologies.
    Any transfer or posting made in violation of the requirements, conditions, or restrictions of this section will be void and may result in termination of this EULA without notice.
    2.5 Term and Termination. The term of this EULA granted to you for the use of the Software is for 1 year, renewable automatically, but without prejudice to any other rights, BidScaler Technologies may terminate this EULA, if you fail to comply with any of the terms and conditions of this EULA, which includes, but would not be limited to, your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the Software or any of the key codes associated with the same. In such event, upon such termination you must destroy all copies of the Software and any key codes associated with the same and all of its component parts and you must provide BidScaler Technologies in writing your certification as to the same.
  3. 2.6 Refunds. Fees are non-refundable except as required by law or as otherwise specifically permitted in this Agreement.

  4. Intellectual property Rights.
    This EULA is for the licensed use and access to the Software and not an agreement for sale. You acknowledge that irrespective of any use of the word, subscription, purchase, or the like here-under, no ownership rights are being conveyed to you under this EULA or otherwise and you agree that all rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights, whether foreign or domestic, in and to the Software (including, but not limited to, any source or object code, images, photographs, animations, video, audio, music, text, and apps incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by and shall remain the sole property of BidScaler Technologies or its suppliers or licensors.
  5. Injunctive Relief.
    The parties agree that if you utilize or otherwise use any of the Software in an unauthorized manner, or breach the remaining terms and conditions of this EULA, that such use or breach would have a devastating and serious impact on BidScaler Technologies’ continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to BidScaler. The parties agree that in such event, in addition to BidScaler Technologies’ right to recover damages for a breach of this EULA, BidScaler Technologies shall be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction, without posting of bond or other security or proof of actual damages, to prevent you, your employees, agents, consultants, or independent contractors from engaging in any further use copying, reproduction, distribution, modification, adaptation, or making of derivative works or display of the Software or the continued breach of the remaining terms and conditions of this EULA.
  6. Dual-Media Software.
    If you were licensed to receive the Software in more than one medium, regardless of the type or size of medium you receive, you are licensed to use only one medium that is appropriate for your single Computer. You may not use or install the other medium on another Computer other than as expressly stated in the EULA. You may not loan, rent, lease, license, distribute or otherwise transfer the other medium to another user.
  7. U.S. Government Restricted Rights.
    The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is: BidScaler Technologies, 419 S. San Antonio Road, Ste. 214, Los Altos, CA. You acknowledge and agree as a condition to the license granted under this EULA that the Software may not be downloaded or otherwise exported or re-exported: (i) into (or the national resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of specially Designated Nationals or the U.S Commerce Department’s Table of Denial Orders. By using the Software, you are agreeing to the foregoing and are representing and warranting that you are not located in or under the control of, a national resident of any such country or on any such list.
  8. Limited Warranty.
    BidScaler Technologies warrants (the “Limited Warranty”) that: (a) the Software will be in good working order for a period of ninety (90) days from the date of receipt; and (b) any hardware accompanying the Software, if any, will be free from defects in materials and workmanship under normal use and service for a period of one (1) year from date of receipt. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the Software and hardware, if any, are limited to ninety (90) days and one year, respectively.
  9. Customer Remedies.
    BidScaler Technologies’ and its suppliers’ or licensor’s entire liability and your exclusive remedy shall be, at BidScaler Technologies’ option, either: (a) return the license fee paid; or (b) repair or replacement of the Software or hardware that does not meet BidScaler Technologies’ Limited Warranty and which is returned to BidScaler Technologies with a copy of your receipt. This Limited Warranty is void if failure of the Software or hardware has resulted from accident, abuse, or misapplication. Any replacement Software or hardware will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by BidScaler are available without proof of purchase from an authorized international source.
  10. NO OTHER WARRANTIES.
    THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS.” EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 7 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIDSCALER TECHNOLOGIES AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUPPLIERS, LICENSORS, RESELLERS, DISTRIBUTORS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, WHEITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARD TO THE SOFTWARE, CONTENT, OR LIBRARY CONTENT AND ANY ACCOMPANYING HARDWARE. YOU ARE RESPONSIBLE FOR USING THE SERVICES OR SOFTWARE IN ACCORDANCE WITH THE TERMS SET FORTH HEREIN AND BACKING UP ANY STORED DATA ON THE SERVICES. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
  11. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BIDSCALER TECHNOLOGIES, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUPPLIERS, LICENSORS, RESELLERS, AND DISTRIBUTORS, BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, CONTENT, OR LIBRARY CONTENT, EVEN IF BIDSCALER TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR SUCH DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  12. Content, Library Content and Indemnity.
    11.1 Content. You acknowledge and understand your Content is your sole responsibility including making and keeping back-up copies of your Content and your use and distribution of your Content is at your sole discretion and risk. Any sample Content shipped with the Software, including scope of work Content, is for sample/demonstration purposes only. By using the Software, any sample/demonstration Content becomes your Content. BidScaler Technologies has no responsibility or liability for the use of any sample/demonstration Content, including but not limited to the intentional-, unintentional-, improper-, mis-, misapplied use of any such sample Content.  You shall be solely responsible for any claims or causes of action that may arise about such use and distribution of your Content. Notwithstanding anything to the contrary herein, BidScaler Technologies has no responsibility or liability for the deletion or accuracy of your Content or any other Content or Library Content, the failure to store, transmit or receive transmission of your Content or any other Content or Library Content (whether or not processed by the Online Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Software. Certain features of the Software enable you to specify the level at which the Software may restrict access to your Content. You are solely responsible for applying the appropriate level of access to your Content. You further agree to defend, indemnify and holdharmless BidScaler Technologies, its affiliates, subsidiaries, officers, directors, employees, consultants, agents, suppliers, licensors, Resellers, and Distributors from any and all third party claims, whether foreign or domestic, and any and all liability, damages and/or costs including, but not limited to, reasonable attorney fees, arising from your use of the Software and your Content and the distribution of the same, your violation of this EULA, or the infringement or violation by you or any other user of the Software, of any agreement of any kind or any intellectual property or other right, including but not limited to, patent, trademark, copyright or trade secret rights of any person or entity or any claims that may or are alleged to result in the invasion of privacy, slander, libel or for infringement on a person’s rights of publicity due to the publication or distribution of your Content.
    11.2 Your Representations and Warranties Regarding Your Content.
    You represent and warrant that: (a) you are the owner, licensor, or authorized user of all your Content, including any such sample/demonstration Content that becomes your Content through the use of the Software; and (b) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or BidScaler Technologies, or any rights of publicity or privacy of any party, whether foreign or domestic; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).
    11.3 Use of Your Content with the Online Services.
    Again for clarity and as indicated in 11.2 of this EULA, you retain all of your ownership rights in your Content. By submitting Content, specifically, without limitation, which you acknowledge will be transmitted to BidScaler Technologies’ servers for such processing, however, you hereby grant to BidScaler Technologies an unrestricted, irrevocable, perpetual, non-exclusive, fully-paid and royalty-free, license to reproduce, distribute, display, create derivative works of, and otherwise use your Content, specifically, without limitation, and related content and/or data, throughout the world, as necessary to provide you with the Online Services, and for the ongoing research, development, and distribution of additional, new, and/or revised sample/demonstration Content for you and other users of the Software.  In addition, you grant us the right to use such content and/or data to improve the quality of the Online Services.  You also hereby grant each of your viewers of your Content, a non-exclusive license to access your Content through the Online Services, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Online Services and under any applicable Terms of Service associated with the Online Service, if any. The above licenses granted by you in your Content that you submit to the Online Services will terminate within a commercially reasonable time after you remove or delete your Content from the Online Services. You understand and agree, however, that BidScaler may retain, but not display, distribute, or perform, server copies of your Content that have been removed or deleted. For further clarity, notwithstanding the license granted under this Section to 11.4, BidScaler Technologies shall not use or promote any of your unlisted or private Content. Again, BidScaler requires a license to use your Content as indicated, in order to host your Content on the Online Services for you to be able to access and share your Content with others.
    11.4 BidScaler Technologies’ Access to Your Content.
    You acknowledge that the Online Service is automated (e.g., your Content is uploaded using software tools and BidScaler Technologies servers) and that BidScaler Technologies personnel will not access or view any of your Content, except as reasonably necessary to perform the Services, including but not limited to, the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) perform non-user specific research, development, and analysis of Content, user/company demographics, and other information collected in accordance with the EULA and Privacy agreement to further product, feature, and sample Content development; (d) as deemed necessary or advisable by BidScaler Technologies in good faith to conform to legal requirements or comply with legal process; or (e) enforce this EULA, including investigation of potential violations hereof.
  1. Survival.
    The conditions, restrictions and obligations as contained in this EULA shall survive any expiration, termination or cancellation of this EULA, and shall continue and remain in effect to bind you, and your employees, agents, successors, heirs and assigns to the extent necessary to fulfill their essential purposes.
  2. Entire Agreement.
    This EULA and the applicable license order and Addendums sets forth the entire Agreement and understanding between the parties as to the subject matter of this EULA and supersedes all prior discussions, representations, and amendments of understandings of every kind and nature between the parties.
  3. Amendments.
    Except as otherwise provided in this EULA, this EULA may be amended from time to time by BidScaler Technologies only. You must accept any newly amended terms and conditions of this EULA before installing, copying or otherwise using the Software. Except as otherwise provided in this section 14 of this EULA, this EULA may not be amended, altered, or any of its provisions waived on behalf of either party, except in writing executed by both parties’ duly authorized agent. Notwithstanding the provisions of this section 14 (Amendments), BidScaler Technologies may amend its privacy policy at any time by posting a new version of its privacy policy at its web site along with an outline of the changes to the privacy policy.
  4. Assignability.
    Except as otherwise expressly provided under this EULA, this EULA and the rights and duties under this EULA may not be assigned by you without the prior written consent of BidScaler Technologies.
  5. Benefit.
    Except to the extent forbidden in this EULA, this EULA shall be binding upon and inure to the benefit of the respective successors and assigns of the parties.
  6. Captions.
    Captions contained in this EULA are inserted for reference and in no way define, limit, extend or describe the scope of the EULA or intent of any provision in the EULA.
  7. Severability.
    If any provision of this EULA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this EULA shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the EULA to the other party.
  8. Authority to Accept.
    You warrant and represent to BidScaler Technologies this EULA shall be binding upon you, and that the individual agreeing to be bound under the terms and conditions of this EULA is authorized or has been empowered to do so.
  9. Third Party Beneficiary.
    You acknowledge and agree that BidScaler Technologies’ suppliers and licensors (and/or BidScaler Technologies if you obtained the Software from any party other than BidScaler Technologies) are third party beneficiaries of this EULA, with the right to enforce the obligations set forth herein with regard to the respective technology, applicable software or Content of such suppliers, licensors and/or BidScaler Technologies. You also acknowledge and agree that users of your account are not third-party beneficiaries to your rights under this Agreement.
  10. Third Party Acknowledgement and Terms.
    The Software licensed under the terms and conditions of this EULA may use or include third party components, Content, other copyrighted material, and/or open source software which may be subject to certain “open source” or “free software” licenses (“Open Source Software”). Acknowledgments, licensing terms and additional disclaimers for such components, Content, materials, or Open Source Software are contained in the “online” electronic documentation for the Software, including without limitation, a 3rdPartyLicensing.txt file or may otherwise accompany the same, or are contained in Addendums to this EULA, and your use of such components, Content, other materials, and/or Open Source Software is governed by their respective terms and conditions and nothing in this EULA limits your rights under or grants you rights that supersede the terms and conditions of any such applicable third party terms and conditions for such third party components, Content, materials, and/or Open Source Software.
  11. Waiver.
    A waiver of any default is not a waiver of any subsequent default.
  12. Governing Law and Jurisdiction.
    This EULA is governed by the laws of the State of California, U.S.A to the extent that U.S. federal laws are not applicable, without regard to their conflicts of law principles. You agree to the exclusive jurisdiction of the Courts of the State of California, U.S.A. and the United States district court located or has a presence in Santa Clara County, Californian U.S.A. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. The parties to this Agreement waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed five (5) business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on inconvenient forum and any objection to venue of any action instituted under this EULA by BidScaler Technologies in any jurisdiction. This EULA shall not be governed by the United Nations’ Convention on Contracts for the International sale of Goods, the application of which is expressly excluded. If you are a federal, state, or local government entity in the United States using the Software in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, this EULA and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of California (excluding choice of law).
  13. Changes to a Site or Enterprise Due to Acquisitions, Divestures, Mergers, and Organic Growth.
    If the number of qualified desktops or seats changes by more than 10% as a result of: (i) an acquisition of an entity or an operating division, (ii) a divesture of an affiliate or an operating division; (iii) a merger, or (iv) organic growth, BidScaler Technologies will work with you in good faith to determine how to accommodate the changed circumstances in the context of a Site License, for example. If you acquire or merge with an organization with an existing “Site License” BidScaler Technologies will work with the surviving organization in good faith to accommodate its changed circumstances in the context of this EULA.

Should you have any questions, complaints or claims with respect to the Software, or if you desire to contact BidScaler Technologies for any reason, please contact the BidScaler Technologies partner serving your country, or write:

BidScaler Technologies, LLC, 800 W. El Camino Real, Suite 180, Mountain View, CA

Phone/Fax: +1 877.510.9494
Sales: support@bidscaler.com
Website: https://www.BidScaler.com

AS STATED ABOVE, PAYING THE LICENSE OR SUBCRIPTION FEE FOR THE SOFTWARE WITHOUT PROMPTLY REQUESTING A REFUND OF SUCH FEE OR INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, INDICATES YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AS A LICENCEE.

BidScaler is a registered trademark of BidScaler Technologies in the United States and/or other countries. All other trademarks are the property of their respective owners.

IF YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, YOU DO NOT HAVE A RIGHT TO DOWNLOAD, INSTALL, ACCESS OR USE THE LICENSED SOFTWARE.