End User License Agreement

LATEST VERSION – Nov 2018

1. GENERAL

1.1 This EULA sets forth the contractual terms and conditions (“Terms”) between you (“Licensee”, “User” “You/you”, “Your/your”, or “You’re/you’re”) and HEDI, LLC., and its agents and affiliates (collectively, “HEDI”, “we”, “us”, or “our”) for the use of HEDI’s products, including, without limitation, any (a) hardware, information, data, documents, images, photographs, graphics, audio, videos, or webcasts, and (b) Licensed Software (defined below) including related media, documentation (for example, program descriptions or manuals) and any other documents and materials manufactured by HEDI, (“Product(s)”, “Software”, or “Firmware”).

1.2 HEDI reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time. It is your responsibility to check these Terms periodically for changes. Your continued use of the Product(s) following the posting of changes will mean that you accept and agree to the changes. HEDI will make the current version of the Terms available at www.hedivapes.com/eula, (“Website”). Your use of the Product(s) is subject to the most current version of the Terms at the time of such use. Your use of the Website is governed by this End User License Agreement (“EULA”) and HEDI’s Terms of Service also available at www.hedivapes.com/terms-of-service.

2. Acceptance of Terms

2.1 By installing the Software on a device (for example a mobile smartphone or tablet) under your control, you declare yourself in agreement with these Terms. If you do not agree with these Terms, you must not install the Software.

2.2 You may not use the Product(s) if (a) you are prohibited by Law from receiving or using the Product(s), (b) you are not fully able and competent to enter into a binding contract with HEDI, such as if you are not of legal age and/or have not obtained any necessary permits, certifications, or other authorizations to use the Product(s) in accordance with the laws and regulations of your local jurisdiction. In particular, through acceptance of these Terms, you affirm that you are over the age of 21 and acknowledge that the Product(s) are not intended for those under 21.

2.3 HEDI may require you to provide consent to updated Terms before further use of the Product(s) or Services is permitted. Otherwise, your continual use of any Product(s), Site or Service constitutes your acceptance of the changes.

2.4 If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the Product(s), and you must not accept this EULA agreement.

3. Definitions

Unless otherwise defined, capitalized terms used throughout these Terms have the meanings stated below:

3.1 “Bundle” means a product marketed and sold by HEDI or another party, in a part’s branded packaging to end-users, either through an online store or through a retailer, which includes certain Licensed Software.

3.2 “Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual or proprietary rights.

3.3 “Law” means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from the United States or other applicable countries.

3.4 “Licensed Software” means the binary/compiled version of the computer software (when applicable) and related data, configuration, files, and documentation for each Product, including but not limited to any modifications or additions provided to you by HEDI. This also includes any source code expressly released by HEDI, whether intentional or inadvertent.

3.5 “Make Available” means to email, post, transmit, upload, or otherwise make available through your use of the Product(s).

3.6 “Marks” means the trademarks, logos and service marks displayed on the Product(s) and related documentation.

3.7 “Service(s)” means all types of technical support services offered by HEDI to the User, including but not limited to, online, remote, and telephone support.

3.8 “User” means a user of the Product(s).

4. Scope of Use / License

Provided you comply with the Terms of this EULA, HEDI grants to you a non-exclusive, nontransferable, revocable right to access and use the Product(s) subject to the following conditions:

5.1 The Product(s) from HEDI are protected by law. The Intellectual Property Rights of the Product(s) remains with HEDI. You may not copy or have copied, decompile or have decompiled, reverse-engineer or have reverse-engineered, the Product.
You may not:
– (a) reproduce, replicate or imitate part or all of the design, layout, or look-and-feel of the Product(s);
– (b) lease, license, rent, or sell the Product(s) or the right to use and access the Product(s);
– (c) remove, obscure, revise, or alter any text, copyright, or other proprietary notices contained in the Product(s); or
– (d) use the Software for any purpose that HEDI considers a breach of this EULA agreement.

5.2 You must ensure by appropriate and reasonable steps that third parties, including your own employees, cannot make unauthorized use of the Product(s). You shall be liable to HEDI for any loss or damage in this context.

5.3 You agree to use the Product(s) only as permitted by these Terms and any applicable Law.

5.4 HEDI may modify or discontinue, temporarily or permanently, the Product(s), Services, or any portion thereof, with or without notice. You agree that HEDI shall not be liable to you or anyone else if we do so.

5. Privacy Policy

5.1 For information about HEDI’s data protection and collection practices, please read the HEDI Privacy Policy (“Privacy Policy”) which may be found on the Website and is incorporated herein by reference. You hereby agree to HEDI’s use of your data in accordance with the Privacy Policy located at www.hedivapes.com/privacy-policy.

6. Ownership

6.1 Product(s).

– All Product(s), and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided herein, HEDI does not grant any express or implied rights to use the Product(s). All rights, title and interest in the Product(s), in all languages, formats and media throughout the world, are and will continue to be the exclusive property of HEDI and nothing in the Terms shall be construed to confer any license or right, by implication, estoppels or otherwise, under copyright or other intellectual property rights, to you or any third party.

6.2 Trademarks.

– The Marks are the property of HEDI. You are not permitted to use the Marks without the prior written consent of HEDI. HEDI and the HEDI logo are trademarks of HEDI. For a current list of HEDI’s Marks, please refer to the posted trademark information on the Site.

7. Copyright

7.1 The Products are protected by the copyright laws of the U.S. and other countries, and HEDI retains all Intellectual Property Rights in the Product(s). You may not separately publish, sell, market, lease, rent, or sublicense the Product(s) code. However, this license is not to be construed as prohibiting or limiting any fair use sanctioned by copyright law, such as permitted library and classroom usage.

8. Limited Warranty

8.1 We warrant that the Product(s) will provide the features and functions generally described in the product specification on our Site as of the date of your download or as described on the physical product packaging at the time of purchase; and as described in the documentation provided with the Product(s) at the time of purchase.

8.2 HEDI makes no warranty that the Product or your ability to use it will be uninterrupted or error-free. HEDI has taken all reasonable steps to keep its Products free of viruses, spyware, “back door” entrances, or any other harmful code. The Product(s) will not download or install patches, upgrades, or any third party products without getting your permission. We will not intentionally deprive you of your ability to use any features of the Product(s) or access to Your Content.

8.3 THIS PRODUCT IS PROVIDED “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL HEDI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8.4 ANY SOFTWARE OR CONTENT DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE PRODUCTS IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. HEDI ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE.

9. Limitations of Liability

9.1 Your exclusive remedy under the above limited warranty shall be, at HEDI’s option, either a full refund of the purchase price or correction of the defective Product(s).

10. Export Control Laws

10.1 You acknowledge that the Products and Services are subject to the U.S. export control and sanctions laws (including the Export Administration Regulations) (“Export Controls”) and that you will comply with the Export Controls. You will not export, re-export or import the Product(s) directly or indirectly, to, or use the Product(s) or Services in connection with: (a) any countries that are subject to U.S. export restrictions (including, but not limited to, Cuba, Iran, North Korea, Sudan, and Syria), or (b) any end User who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. In addition, you are responsible for complying with any local laws in your jurisdiction which may impact your right to import, export or use the Products or Services. If HEDI has knowledge that a violation has occurred, HEDI may be prohibited from providing the Products and/or Services.

11. Resolution of Disputes

11.1 You agree that any claim or dispute you may have against HEDI must be resolved by a court located in Multnomah or Clackamas County, Oregon, United States of America, except as otherwise agreed to by the parties. You agree to submit to the personal jurisdiction of the courts located in Multnomah or Clackamas County, Oregon, United States of America when Oregon laws applies, for the purpose of litigating such claims or disputes.

12. General Provisions

12.1 Termination: To the extent permitted by law, and without prejudice to any other rights, HEDI may terminate your license if you materially breach these Terms.

12.2 Notice to HEDI: This EULA agreement is effective from the date you first use the Software and shall continue until terminated. You may terminate it at any time upon written notice to HEDI.

12.3 Notice to you: HEDI may provide you with notices, including those regarding changes to Terms, by email, regular mail, postings on or within the Site, or other reasonable means now known or hereafter developed.

12.4 Entire Agreement: The Terms of this EULA constitute the entire agreement between HEDI and you with respect to your access to or use of the Site, Services, and Product(s) and supersede any prior agreements between you and HEDI on such subject matter.

12.5 Non-Assignment: You may not assign or otherwise transfer the Terms, or any right granted hereunder, without HEDI’s written consent. HEDI’s rights under the Terms are transferable by HEDI.

12.6 Severability: If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.

12.7 Waiver: Any failure by HEDI to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.

12.8 Your Obligation: You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Product(s), Website, or Services.

12.9 Acknowledgement: You acknowledge that you have read this EULA, understand it and agree to be bound by the Terms. If you are not in agreement with the Terms contained in this EULA or are unsatisfied with the Product(s), please un-install the Product(s), remove all copies and discontinue all use of the Product(s).