Anoplex Software EULA, Terms and Conditions
This Agreement is posted on September 23, 2024 (Effective Date) and is between Anoplex Software (Anoplex) and the Anoplex customer (Customer) who accesses and/or uses any Anoplex program. This Agreement is in effect from the first use of any Anoplex program following the Effective Date until all program usage is discontinued by Customer. Section 6.0, which covers protection of intellectual property and trademarks, remains in force indefinitely. The access or use of any Anoplex program implies that this Agreement has been read and accepted in its entirety.
Anoplex offers programs and data that are downloaded and installed on Customer-owned computers and servers: this is referred to as “Locally-installed Software”. Customer agrees to pay a monthly license fee (Fee) for the use of Locally-installed Software. This is a non-transferable, non-assignable object-code-only license that conveys no source code rights. Installation of Locally-installed Software is allowed on one machine at one facility. Any employee or contractor working within that one facility is allowed to access and use the Software. There is no program-enforced limit on the number of users with simultaneous access, and the performance available to each user is determined by the performance of the Customer-owned computer(s), server(s), network, etc.
Anoplex also offers access to Cloud-based programs and data that are hosted by services such as Google Cloud Services or other similar services (Services) in use by Anoplex: this is refered to as “Online Software”. Anoplex also supports connection from Cloud-based programs to databases hosted by Customer: This is refered to as "Onsite Storage". Customer agrees to pay a monthly license fee for access to and use of the Online Software and support of Onsite Storage. Customer is responsible for providing the equipment and services used for access to Online Services and Onsite Storage, including computer(s), server(s), browser(s) and Internet access. While Fee payments remain up-to-date, Customer will be granted access to the Online Software and Onsite Storage. Access will be limited to a single database or database segment storing chemical tank setups, test logs, vendor and supply information, process routers, job history, shippers, invoices, and similar data which are used at a single facility or by multiple facilities located in the same time zone. An unlimited number of users are granted access to the Online Software and Online Storage, and performance available to each user will be determined by limits imposed by Customer's Internet connection and routing, on-site equipment, and the Services.
Locally-installed Software is installed and maintained by Customer or by Customer's designated IT service. To facilitate these tasks, Anoplex provides tools for installation, updating, database backup, and database management. Power failures, hardware failures, cyberattacks, and similar events are outside of Anoplex control, and Anoplex makes no guarantee of data integrity or future accessibility. Customer is responsible for system software, hardware and network maintenance, data backup, and protection of data.
Online Software and Onsite Storage offers the ability for Customer to download backups. Customer is responsible to keep backups in safe storage. Online Software offers the ability for Customer to upload documents to Cloud storage: uploaded files are not backed up by Anoplex or Services. Neither Anoplex nor Services have control over power failures, hardware failures, cyberattacks, program bugs or other events that might cause loss of data. Customer is responsible to download backups on a regular basis, to protect them in local storage or in Customer's Cloud-based facilities, and to keep and protect copies of any uploaded documents.
Anoplex is not responsible for the security, performance, reliability or usability of Customer's Internet connection, Internet routing, local network operation, Internet browsers, operating systems, or other equipment or service that is outside of Anoplex control.
Anoplex does not intentionally provide software or services to any company with an address in one of the ITAR Prohibited Countries. If a Company has a facility in a country with restricted parties on the EAR Entity List, we will check to ensure that the Company does not appear on the Entity List before providing access to Anoplex software. Anoplex does not intentionally allow uploading of controlled unclassified information (CUI) or export-controlled documents to our Cloud SQL or Cloud Storage. We retain the right to block upload of data to Cloud Storage or Cloud SQL should we become aware of any violation of Government regulations.
Neither Anoplex nor Services can guarantee Customer compliance with government regulations concerning data security or access. Services are audited for conformance with various government regulations and Anoplex programs provide options for multi-factor login, user-defined firewalls, and other security and recovery tools; however, protection and proper use of Government-controlled data and compliance with Government regulations is CUSTOMER'S RESPONSIBILITY.
Anoplex will send an invoice to Customer as a PDF attachment to email as soon as possible after the first day of each quarter. Any on-time payment discounts are automatically applied if payment for the previous invoice was received within 30 days of the date that the previous email was sent. Customer must notify Anoplex of the proper email addresses for invoice submission and ensure that invoice emails are not blocked by spam filters or disregarded. Anoplex will assume that invoices are received unless a non-delivery notice is received from Customer's email provider. The Software license is terminated if an invoice remains unpaid for more than 90 days for any reason. Anoplex does not accept credit card payments, submit invoices through portals, or work with any type of online payment system.
Online training and support for Anoplex software is available by appointment between the hours of 7 AM and 5 PM US Pacific Time. Online support includes voice conferencing and screen sharing. If online training or support is required, Customer must ensure that no security device prevents operation of the screen sharing tools used by Anoplex. If calls to cell phones are initiated from outside the US and result in charges, those charges will be invoiced to Customer, and Customer agrees to cover those charges. All support is done using English: international locations should have an English-speaking translator on all calls. Questions on program operation can be submitted to Anoplex staff via email, and we will make best efforts to return answers to emails within one day of receipt. If a program bug is suspected, the email should describe the sequence of events leading to the problem and a screen shot of any error messages posted.
To provide support, Anoplex may require access to Customer’s data when requested and approved by Customer. Anoplex treats all information that is not in the public domain as confidential. This includes, but is not limited to, statistical results, chemical mixes, test methods, customer lists, router steps, work instructions, and audit results. Anoplex will sign reasonable, bi-directional non-disclosure agreements if required by Customer; however, we reserve the right to decline non-disclosure agreements that might be interpreted to cover information that is in the public domain or that is already known to us. For example, anodizing and plating procedures, makeup and operating concentrations for metal finishing processes, volumetric test methods, gravimetric test methods, and other methods of testing for chemical concentration have been in the public domain for decades.
Customer is under no obligation to continue use of the Software or payments. Billing will cease as soon as possible after written notification that Software use is to be terminated. Customer agrees to pay all invoices sent prior to our receipt of notification of termination. After a program has been in use or installed at a Customer facility, invoiced payments must be continued for the duration of the usage. If payments are discontinued for any reason, Anoplex reserves the right to invoice for the entire period from last received payment to reissuing of the license before a new license is initiated. We also reserve the right to discontinue all promotional discounts and to issue new licenses at prevailing pricing for new customers.
Customer understands and agrees that Anoplex has the responsibility to delete all database files, uploaded files, and user information (log in credentials, etc.) that are in Cloud storage or managed databases. If Customer decides to restart a license, he will be responsible to provide a SQL dump file that he has retained or to start over with program setup and usage.
Anoplex's total aggregate liability arising out of or relating to this Agreement is limited to the total Fees paid by Customer to Anoplex for the six month period preceding the first event giving rise to liability. Anoplex shall not be liable to Customer for any consequential, incidental, indirect, special, punitive or other similar claims, liabilities, damages, actions, costs or expenses (including lost profits) arising out of or in connection with this Agreement. Customer is responsible to determine suitability of the Software for Customer's application, and Anoplex makes no claim to suitability of the Software for any purpose.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be referred to Anoplex and Customer senior management for good faith discussion and resolution. If any dispute, controversy, or claim cannot be resolved by such good faith discussion between the parties, then each shall have all remedies available to them at law and in equity.
This Agreement constitutes the entire agreement of the Parties as to the subject matter covered unless a signed, written agreement that supercedes this Agreement is in force.