Last Updated: 12 September 2022
IMPORTANT - READ CAREFULLY: This Park Square Consulting Ltd ("PARK SQUARE CONSULTING") End-User License Agreement ("EULA") is a legal agreement between you, a developer of software applications ("DEVELOPER END USER") and PARK SQUARE CONSULTING for all PARK SQUARE CONSULTING's products, controls, source code, demos, intermediate files, media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT(S)") contained in this installation file, downloaded or otherwise provided in relation to your use of the product(s).
Where the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between PARK SQUARE CONSULTING and the Licensee, the terms of the latter shall prevail.
PARTIES
1.1. "PARK SQUARE CONSULTING" , "We" or “Us” means PARK SQUARE CONSULTING LTD, company registered in England number 8355358.
1.2. "Licensee" means the sole proprietor or legal entity specified in the Subscription Confirmation. For legal entities, "Licensee" includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
DEFINITIONS
2.1. "Agreement" means this Subscription License Agreement.
2.2. "Product" means any software provided as part of the 'MULTI DOCKER BUILD TASK FOR AZURE DEVOPS' offering.
2.3. "Client" means a computer device used by User for running Product.
2.4. "Customer" means an individual or a legal entity purchasing Product directly from PARK SQUARE CONSULTING.
2.5. "Product Version" means a release, update, or upgrade of a particular Product that is not identified by PARK SQUARE CONSULTING as being made for the purpose of fixing software bugs.
2.9. "Multi Docker Build Task for Azure Devops" means all of PARK SQUARE CONSULTING individual developer productivity software.
2.10. "Subscription Confirmation" means an email confirming Licensee's rights to access and use Products.
2.11. "Product Subscription" specifies the subscription term, the set of Products covered by this Agreement, subscription fees and payment schedules.
2.12. "User" means any employee, independent contractor or other temporary worker authorized by Licensee to use Software while performing duties within the scope of their employment or assignment.
GRANT OF LICENSE
3.1. The Product is licensed on a per-seat basis. If Licensee complies with terms of this Agreement, Licensee has the rights identified below in this section for each Product Subscription that Licensee acquires.
3.2. Unless the Product Subscription is expired or this Agreement is terminated in accordance with Section 9, and subject to the terms and conditions specified herein, PARK SQUARE CONSULTING grants Licensee a limited, non-exclusive and non-transferable license to use each Product covered by Product Subscription as follows:
(A) Licensee may:
(i) Use the Product in connection with their nominated Azure DevOps organization only.
(ii) Execute the process provided by the Product up to the maximum number of times per Calendar Month as stated in Product Subscription. The Calendar Month is defined as being from 0000 hrs on the billing anniversary day of the month, to 2359 hrs on the day before in the following month. For example, if the Product Subscription was taken out on 17th July 2019, the Calendar Month will be 17 July 2019 at 0000 to 16 July 2019 at 2359.
(B) Licensee may not:
(i) Allow the same Product Subscription to be used concurrently by more than the specified Users.
(ii) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense or transfer the Product, or provide access to the Product or Licensee's Product license to a third party;
(iii) Reverse-engineer, decompile, disassemble, modify, or translate the Product, or make any attempt to discover the source code of the Product;
(iv) Remove or obscure any proprietary or other notices contained in the Product.
3.3. Following the expiration of this Agreement without renewal from the Licensee, the Product Subscription will terminate and the Licensee will no longer be able to execute builds incorporating any pipeline tasks that form part of the Product.
3.4. Products are made available on a limited license or access basis, and no ownership right is conveyed to Licensee, irrespective of the use of terms such as "purchase" or "sale". PARK SQUARE CONSULTING has and retains all right, title and interest, including all intellectual property rights, in and to the Products any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for PARK SQUARE CONSULTING, including without limitation as they may incorporate Feedback (as defined below).
FEES
4.1 Licensee must pay Product Subscription fees in accordance with the PARK SQUARE CONSULTING Terms of Purchase. If Licensee fails to make the timely payment of Product Subscription fees, this Agreement will be terminated and Licensee may not use Products except as set forth in Section 3.3 of this Agreement.
TAX
5.1 All prices for SOFTWARE PRODUCT(S) are displayed without any taxes included.
PRODUCT SUBSCRIPTION TRIAL
6.1. Subject to the terms of this Agreement, Licensee is granted a one-time right to install and use Product for evaluation purposes without charge for a period of thirty (30) days from the date of the Product installation, unless otherwise specified ("Evaluation Period"). Licensee's use of Product during Evaluation Period shall be limited to the internal evaluation of Product for the sole purpose of determining whether Product meets Licensee's requirements and whether Licensee desires to continue using Product.
6.2. Licensee may withdraw from using Product at Licensee's sole discretion any time before expiration of Evaluation Period. Upon expiration of Evaluation Period, Licensee's right to continue to use Product will terminate, unless Licensee purchases a Product Subscription to the Product. The Product contains a feature that will automatically disable the Product upon expiration of Evaluation Period.
LIMITED WARRANTY
7.1 ALL PRODUCTS ARE PROVIDED TO LICENSEE ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES. USE OF THE PRODUCTS IS AT YOUR OWN RISK. PARK SQUARE CONSULTING MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PARK SQUARE CONSULTING, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. PARK SQUARE CONSULTING (AND ITS AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) DOES NOT WARRANT THAT THE PRODUCTS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS; THAT THE PRODUCTS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PRODUCTS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
DISCLAIMER OF DAMAGES
8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARK SQUARE CONSULTING (OR ITS AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES), OR PARK SQUARE CONSULTING LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF LICENSEE'S ACCESS TO OUR PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT, AND (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (D) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (E) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (F) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH LICENSEE'S USE OF OR ACCESS TO THE SERVICES OR SOFTWARE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
8.2. OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT IS LIMITED TO ONE HUNDRED (100) US DOLLARS OR THE AGGREGATE AMOUNT THAT LICENSEE PAID FOR PRODUCTS DURING THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, WHICHEVER IS LARGER. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE LIABILITY EXCEEDING THE AMOUNT AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
TERM AND TERMINATION
9.1. The term of this Agreement will commence upon acceptance of this Agreement by Licensee as set forth in the preamble above, and will continue for each Product through the end of the applicable subscription period specified in the respective Subscription Confirmation. This Agreement will automatically renew with respect to each Product for a successive Product Subscription term, unless terminated as set forth herein.
9.2. Licensee may terminate this Agreement at any time by cancelling a subscription. If such termination occurs during a then-current subscription period, this Agreement will continue to be effective until the end of that subscription period. Such termination does not relieve Licensee of the obligation to pay any outstanding subscription fees owed to PARK SQUARE CONSULTING, and no credits or refunds will be issued to Licensee for prepaid subscription fees. Any refund request following the Product purchase date will be subject to the prior authorization by PARK SQUARE CONSULTING and acceptance of such request shall be at the sole discretion of PARK SQUARE CONSULTING, unless otherwise provided by applicable law.
9.3. PARK SQUARE CONSULTING may terminate this agreement if:
(A) Licensee has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;
(B) Licensee fails to make the timely payment of subscription fees;
(C) PARK SQUARE CONSULTING is required to do so by law (for example, where the provision of the PARK SQUARE CONSULTING Product to Licensee is, or becomes, unlawful); or
(D) PARK SQUARE CONSULTING elects to discontinue providing PARK SQUARE CONSULTING’s Product, in whole or in part.
9.4. PARK SQUARE CONSULTING will make reasonable efforts to notify Licensee via email as follows:
(A) Thirty (30) days prior to termination of the Agreement in the events specified in Clauses 9.3(C) and 9.3(D) above, and in such events Licensee will be entitled to refund of unused portion of prepaid subscription fees, if applicable;
(B) Three (3) days prior to termination of the Agreement in the event specified in Clause 9.3(B), and in such event Licensee will not be entitled to any refund of unused portion of prepaid subscription fees.
TEMPORARY SUSPENSION FOR NON-PAYMENT
10.1. PARK SQUARE CONSULTING reserves the right to suspend Licensee's access to PARK SQUARE CONSULTING Products in the event that Licensee fails to make payment for its subscription.
10.2. If PARK SQUARE CONSULTING suspends Licensee's access to PARK SQUARE CONSULTING Products for non-payment according to the provision 10.1., Licensee must pay all past due amounts in order to restore its access to PARK SQUARE CONSULTING Products.
10.3. Licensee hereby agrees that PARK SQUARE CONSULTING is entitled to charge Licensee for the time period during which Licensee has access to PARK SQUARE CONSULTING Products until Licensee or PARK SQUARE CONSULTING terminates or suspends Licensee's subscription in accordance with this Agreement.
EXPORT REGULATIONS
11.1. Licensee shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes ("Sanctions"), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Licensee acknowledges that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Licensee acknowledges that it will not download or otherwise export or re-export PARK SQUARE CONSULTING’s Product or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use PARK SQUARE CONSULTING’s Product for any end-use prohibited or restricted by Sanctions.
MARKETING
12.2. Licensee agrees to be identified as a customer of PARK SQUARE CONSULTING and that PARK SQUARE CONSULTING may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee's business in PARK SQUARE CONSULTING marketing materials, on the PARK SQUARE CONSULTING website, in public or legal documents. Licensee hereby grants PARK SQUARE CONSULTING a license to use Licensee's name and any of Licensee's trade names and trademarks solely pursuant to this marketing section.
GENERAL
13.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between Licensee and PARK SQUARE CONSULTING regarding Licensee's use of any PARK SQUARE CONSULTING software covered by PARK SQUARE CONSULTING’s Product. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and PARK SQUARE CONSULTING.
13.2. Reservation of Rights. PARK SQUARE CONSULTING reserves the right at any time to cease the support of PARK SQUARE CONSULTING’s Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of PARK SQUARE CONSULTING’s Product.
13.3. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Licensee's rights, we will use reasonable efforts to notify Licensee (by, for example, sending an email to the billing or technical contact provided by Licensee to us, posted on our blog, or via the Product itself). If we modify Agreement, the modified version of Agreement will be effective upon the next Product Subscription term. In this case, if Licensee objects to the updated Agreement terms, as Licensee's exclusive remedy, Licensee may cancel an Product Subscription. Licensee may be required to click through the updated Agreement to show the acceptance. For the avoidance of doubt, any Subscription Confirmation is subject to the version of the Agreement in effect on the Subscription Confirmation date.
13.4. Opportunity to Review. Licensee hereby declares that Licensee has had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms, and seek independent professional legal advice in that respect before entering into it.
13.5. Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
13.6. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
13.7. No Waiver. Our failure to enforce or exercise any of this Agreement is not a waiver of that section.
13.9. Governing Law. This Agreement will be governed by English law. Licensee agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any relevant competent court of the United Kingdom.
For exceptions or modifications to this Agreement, or for any questions concerning this EULA, or if you want to contact PARK SQUARE CONSULTING for any reason, please contact us directly.