Terms of Service

Effective: October 21, 2021

Effective: April 1st, 2024

This End User License Agreement ("EULA") is entered into as of the Effective Date (as defined above) by and between Row64, Inc. ("Row64") and you or the organization or entity you represent ("Customer"). It governs Customer's access and use of the Row64 proprietary software (the "Software"). These Terms are effective as of the date Customer indicates acceptance (e.g., via click-through or other electronic means) (the "Effective Date").

BY DOWNLOADING, ACCESSING OR USING THE SOFTWARE, YOU CONFIRM THAT (A) YOU HAVE READ THESE TERMS, (B) YOU AND ANY ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ENTERING IN TO THESE TERMS OR USING THE SOFTWARE, ACCEPT THE TERMS AND CONDITIONS OF THESE TERMS, AND (C) IF YOU ARE AN INDIVIDUAL, THAT YOU ARE AN EMPLOYEE OR AGENT OF THE ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACTING, AND HAVE THE AUTHORITY TO ENTER INTO THESE TERMS ON BEHALF OF SUCH ORGANIZATION OR ENTITY. 

We may make changes to these Terms from time to time. If we make changes, we will provide Customer with notice of such changes, such as by sending an email or providing a notice through our website. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and Customer's continued use of the Software after we provide such notice will confirm Customer's acceptance of the changes. If Customer does not agree to the amended Terms, Customer must stop using the Software.

1. Licenses and Rights

1.1 License Grant

Subject to the terms and conditions of these Terms and solely during the Term (as defined below), Row64 grants Customer a non-exclusive, worldwide, non-transferable, non-sublicensable license to install and run the Software in object code format only, on computers (servers, desktops, or mobile devices) owned or controlled solely by the Customer. 

1.2 Ownership

Except for the license granted in Section 1.1 above, Row64 retains all right, title and interest in and to the Software, together with all components thereof, including all intellectual property rights related to or embodied in the foregoing. No license or other right will be created under these Terms by implication, estoppel or otherwise, except as specifically provided in these Terms. Customer acknowledges that the Software include Row64’s valuable trade secrets and improper use or disclosure may cause Row64 irreparable harm. Accordingly, Customer agrees to use the Software solely as authorized in these Terms. Customer further acknowledges that the license granted pursuant to these Terms is not a sale and does not transfer to Customer title or ownership of the Software, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO ROW64

2. Restrictions

Except as expressly authorized by these Terms, Customer may not (a) modify, disclose, alter, translate, or create derivative works of the Software (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Software (or any components thereof), (c) use the Software to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) use the Software to build a competitive product or service, or copy any features or functions of the Software, (e) remove, alter, or obscure any proprietary notices in or on the Software, including copyright or trademark notices, (f) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Software or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Software, (g) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Software or the functionality of the Software, (h) use the Software \ for any purpose that is illegal in any way or that advocates illegal activity, or (i) cause or permit any other individual or entity to do any of the foregoing.

3. Term, Termination, and Effects of Termination

3.1 Term: This Agreement shall commence on the effective date of Licensee's acceptance of this Agreement and shall continue until terminated as provided herein.

3.2 Termination: Either party may terminate this Agreement at any time for any reason or no reason upon written notice to the other party.

3.3 Effects of Termination: Upon any termination of these Terms, (a) all rights and licenses granted to Customer under these Terms will immediately terminate, (b) Customer will immediately cease use of the Software and delete the Software from Customer's computer, and (c) Sections 2, 4, 5, 6 and 7 will survive termination. If these Terms are terminated by Row64 for any reason other than (i) as set forth in Section 4.3(b) or (ii) for cause, Row64 will provide a refund for unused but pre-paid Fees.

4. Representations and Warranties

4.1 Licensor represents and warrants that it has the authority to grant the license rights provided herein and that the Software will perform substantially in accordance with the accompanying documentation.

4.2 Licensee represents and warrants that it has the necessary rights and permissions to enter into and perform its obligations under this Agreement.

5. Disclaimers and Limitation of Liability

5.1 Disclaimer

THE SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. IN NO EVENT WILL ROW64 BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THESE TERMS.

5.2 Limitation of Liability

IN NO EVENT WILL ROW64'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED $100. MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITATIONS. THIS SECTION 6 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

6. Indemnification

Customer will indemnify, defend and hold harmless Row64, its affiliates, and its and their respective officers, directors, agents and employees from and against any and all claims, demands, actions, losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs, resulting from, related to or arising out of any actual or alleged breach by Customer of these Terms or any other act or omission of Customer.

7. General Provisions

7.1 Governing Law

These Terms will be governed by, and construed in accordance with, the laws of the State of Wyoming, without regard for any choice of law or other rules that would cause the laws of any other jurisdiction to apply. Each party submits to the exclusive jurisdiction of any state or federal court sitting in Cheyenne, Wyoming (the "Chosen Courts") in any litigation arising out of or relating to these Terms, agrees that all claims in respect of any such litigation will be heard and decided only in any such Chosen Court, waives any claim of inconvenient forum or other challenge to venue in any such Chosen Court, and agrees not to bring or maintain any such litigation before any tribunal other than the Chosen Courts (except, for clarity, in any proper appeal from a Chosen Court).

7.2 Entire Agreement: 

These Terms are the entire agreement of the parties regarding the Software. These Terms supersede all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to the Software and all past dealings or industry customs.

7.3 Feedback 

Row64 will be free to use, disclose, reproduce, license, and otherwise distribute and exploit any suggestions, comments, or other feedback provided by Customer to Row64 with respect to Row64, the Software as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.

7.4 Publicity 

Customer consents to Row64's use of Customer's name and logo on the Row64 website or other online properties, identifying Customer as a customer of Row64 and describing Customer's use of the Software 

7.5 Force Majeure 

Neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, whether foreseeable or not, including but not limited to acts of God (fires, storms, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service by any service providers, epidemic, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.

7.6 Electronic Communications 

Row64 may choose to electronically deliver all communications with Customer, which may include email to the email address on or linked to Customer's Account. Row64's electronic communications to Customer may transmit or convey information about action taken on Customer's request, portions of Customer's request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices. Customer agrees to do business electronically with Row64 and to receive electronically all current and future notices, disclosures, communications, and information, and that such electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.

7.7 Assignment

Neither these Terms nor any right or duty under these Terms may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld, conditioned or delayed), and any attempted transfer, assignment or delegation without such consent will be void and without effect. Notwithstanding the foregoing, either party may assign these Terms to any successor to substantially all of its business or assets to which these Terms relate, whether by merger, sale of assets, sale of stock, reorganization or otherwise without such consent. These Terms will be binding upon and enforceable against any successor or permitted assignee.

7.8 Waivers

No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.

7.9 Severability

If any provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, (a) such invalidity, illegality or unenforceability will not affect any other provision of these Terms or invalidate or render unenforceable such provision in any other jurisdiction, and (b) such provision, in such jurisdiction, will be replaced by a valid, legal and enforceable provision that best reflects the parties’ intent for such first provision

7.10 U.S. Government Rights

The Software and related documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to these Terms. All unpublished rights are reserved under the copyright laws of the United States.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.