Last Revised: February 26, 2025

BEFORE USING ACORN’S SOFTWARE, PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY BECAUSE IT GOVERNS YOUR USE OF ACORN LABS, INC’S (“ACORN”, “LICENSENSOR”) SOFTWARE AND YOUR RELATIONSHIP WITH ACORN. BY USING ACORN’S SOFTWARE, YOU SIGNIFY YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT WITH ITS TERMS, AND YOU ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO DOWNLOAD, INSTALL OR USE THE SOFTWARE. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS EULA ON BEHALF OF THAT ENTITY AND WHERE THE WORD “YOU” IS USED HEREIN IT SHALL MEAN BOTH YOU AND THE LEGAL ENTITY YOU REPRESENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE ACORN’S SOFTWARE. 

This EULA governs the use of Acorn’s branded software as well as any related updates, each of which may contain multiple software components (the “Software”).  Acorn reserves the right to update this end user license agreement at any time.  Acorn may provide you notice of any changes, but your receipt of notice and/or future use of Acorn Support Services after any update constitutes your acceptance of any changes to these terms.

1. License Grant. Susubject to the terms within this EULA, Acorn Labs, Inc. (“Acorn”) grants you a perpetual, revocable, non-sublicensable, worldwide license to use the Software only for the applicable subscription term You purchase from Acorn. Each software component may contain materials that are distributed as “free software”, “open source software”, or under similar licensing or distribution terms (the “Open Source Materials”) including: the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) the Sun Industry Standards License (SISL) and the Apache License.  The Open Source Materials are governed by licenses that permit you to run, copy, modify, and redistribute (subject to certain obligations in some cases) the Open Source Materials. This EULA governs the use of the Software and does not either limit your rights under, or grant you rights that supersede, the license terms applicable to any Open Source Materials. The license terms governing each software component are provided in the source code of that component.  The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a third party other than Licensor. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement.

2. License Restrictions.  The Software is licensed for Your internal use only. Except as this Agreement expressly allows and without limiting any rights or obligations set forth herein regarding Open Source Materials”, You may not (1) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its documentation; (2) modify, alter, create derivative works, reverse engineer, decompile, or disassemble the Software except and only to the extent expressly permitted by applicable law; (3) transfer, assign, pledge, rent, timeshare, host or lease the Software,or sublicense any of Your license grants or rights under this Agreement; in whole or in part, without prior written permission of Licensor, (4) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of Licensor

3. Intellectual Property Rights. Title to the Software and any component, or to any copy, modification, or merged portion shall remain with Licensor and other licensors, subject to the applicable license. Licensor reserves all rights not expressly granted to You. The Software and each of its components are owned by Acorn or its licensors and are protected under copyright law and other state and federal laws in the United States as well as other countries. As a licensee, you acknowledge that you do not acquire any ownership interests in the Software and that all ownership rights, title, and interests in the Software and any component, copy, modification, or merged portion remain with Acorn and its licensors. The ACORN trademark, the individual Software trademarks, and the ACORN logo are registered trademarks of Acorn in the U.S. and in other countries.

4. Marks.  No right or license, express or implied, is granted under this Agreement with respect to any trademark, trade name or service mark of Licensor or its affiliates or licensors (“Mark”). This Agreement does not permit you to distribute the Software or its components using Licensor’s trademarks, regardless of whether the copy has been modified. 

5. Ownership.  No title to or ownership of the Software is transferred to You. Licensor and/or its third party licensors retain all right, title and interest in and to all intellectual property rights in the Software and Services, including any adaptations or copies thereof. The Software is not sold to You, You acquire only a conditional license to use the Software for the applicable subscription period only. Title, ownership rights and intellectual property rights in and to the content accessed through the Software are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives You no rights to such content.

6. Limitations on Commercial Distribution. You acknowledge and agree that this EULA does not permit you to distribute the Software, regardless of whether the Software has been modified. You may only make a commercial redistribution of the Software if permitted under a separate advance written agreement with Acorn authorizing such commercial redistribution. 

7. Subscription Services and Support.  Licensor has no obligation to provide maintenance or support unless You purchase a subscription offering that expressly includes such services. Licensor sells subscription offerings for the Software that entitles You to fee based technical support on a specified subscription period governed by the Acorn support terms available at https://acorn.io/support-terms/ (“Support Terms”).

8. Restrictions. Unless a component of the Software is available through an open source license, you agree not to decompile, reverse engineer, disassemble, attempt to derive the binary code of, or decrypt the component nor the Software; or make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Software.

9. Outsourcing.  Your license to use the Software may be used under the terms of this Agreement by a third party acting on Your behalf, such as a third party cloud provider or outsourcing vendor who manages or hosts (either remotely or virtually) the Software for You, subject to and conditioned upon Your adherence to the following: (1) You remain responsible for all of Your obligations under this Agreement and enter into an enforceable agreement with the third party that contains terms and conditions to protect Licensor’s rights in the Software that are no less restrictive than those contained in this Agreement, including without limitation the Audits section contained herein; (2) You prohibit use of the Software by the third party for any purpose other than Your sole benefit; (3) You are solely responsible to Licensor for any and all breaches of this Agreement by the third party; and (4) You are and will remain current on subscription purchases that cover all installations and deployments of the Software by the third party on Your behalf.

10. Limitation of Remedies and Liability. Under no circumstances will Acorn, its affiliates, any Acorn authorized distributor, or the licensor of any component provided to you under this EULA be liable to you for any incidental or consequential damages, including lost profits or lost savings arising out of the use or inability to use the Software or any component thereof, even if Acorn, its affiliates, an authorized distributor, and/or licensor has been advised of the possibility of such damages. NEITHER ACORN’S OR ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THIS EULA, WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE WILL EXCEED FIFTY DOLLARS ($50).  NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH, PERSONAL INJURY, OR PROPERTY DAMAGE CAUSED BY NEGLIGENCE, OR FOR FRAUD.  In those jurisdictions that do not allow the exclusion or limitation of damages, including, without limitation, damages for breach of any implied terms as to title or quiet enjoyment of any Software obtained pursuant to this Agreement or for fraudulent misrepresentation, Licensor’s liability shall be limited or excluded to the maximum extent allowed within those jurisdictions.

11. Disclaimer. Except as provided under a separate agreement with Acorn, or a license for a particular component, the Software is provided and licensed “as is,” without warranty of any kind, either expressed or implied, including the implied warranties of merchantability, non-infringement, and/or fitness for a particular purpose. Neither Acorn nor its licensors warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be entirely error free, appear or perform precisely as described in the accompanying documentation, or comply with regulatory requirements. You also acknowledge and agree that any modifications you make to the Software may corrupt the Software and adversely affect its functionality. Licensor makes no representations or warranties regarding the compatibility of the Software with any copyleft licenses, the scope of Licensee’s rights under such licenses, or the potential for Licensee’s modifications or distributions to trigger further copyleft obligations. Copyleft software refers to any open source software that is distributed under a license requiring derivative works to be distributed under the same license term and Licensee acknowledges that compliance with copyleft licenses may require disclosure of source code, modification terms, or other conditions, and Licensee assumes full responsibility for understanding and adhering to these requirements. 

12. Export Control. As required by the laws of the United States and other countries, you represent and warrant: (a) that you understand that the Software and its components may be subject to export controls under the U.S. Commerce Department’s Export Administration Regulations (“EAR”); (b) that you are not located in a prohibited destination country under the EAR or U.S. sanctions regulations; (c) that you will not export, re-export, or transfer the Software to any prohibited destination, persons or entities on the U.S. Bureau of Industry and Security Denied Parties List or Entity List, or the U.S. Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, without the necessary export license(s) or authorizations(s); (d) that you will not use or transfer the Software for use in connection with any nuclear, chemical or biological weapons, missile technology, or military end-uses in locations prohibited by an applicable arms embargo, unless you are authorized by the relevant government agency, by regulation, or by specific license; (e) that you understand and agree that if you are in the United States and export or transfer the Software to eligible end users, you will, to the extent required by EAR Section 740.17(e), submit semi-annual reports to the Commerce Department’s Bureau of Industry and Security, which include the name and address (including the country) of each transferee; and (f) that you understand that countries including the United States may restrict the import, use, or export of encryption products (which may include the Software and the components) and agree that you shall be solely responsible for compliance with any such import, use, or export restrictions.

13. Third Party Software. You understand and acknowledge that Acorn may distribute third-party software programs with the Software, and that such third-party software programs are not part of the Software. These third-party software programs are not required to run the Software and are subject to their own license terms. The license terms accompany the third-party software programs. If you do not agree to abide by the applicable license terms for the third-party software programs, then you may not install them. If you wish to install the third-party software programs on more than one system or transfer the third-party software programs to another party, then you must contact the licensor of the applicable third-party software programs to secure such rights.

14. General Terms. 

1. Severability.  If any provision of this EULA is ruled unenforceable by a court having jurisdiction, such ruling shall not affect the enforceability of the remaining provisions. 

2. Jurisdiction/Venue.  The EULA, and any claim, controversy or dispute related to the EULA, are governed by and construed in accordance with the laws of the State of California without giving effect to any conflicts of laws provisions. To the extent permissible, the United Nations Convention on Contracts for the International Sale of Goods will not apply, even if adopted as part of the laws of the State of California. Any claim, suit, action or proceeding arising out of or relating to this EULA or its subject matter will be brought exclusively in the state or federal courts of Santa Clara County, California, and each party irrevocably submits to the exclusive jurisdiction and venue. No claim or action, regardless of form, arising out of this EULA may be brought by either party more than one (1) year after the earlier of the following:  a) the expiration of all Subscriptions or SOWs (if any), b) the termination of this EULA, or c) the time a party first became aware, or reasonably should have been aware, of the basis for the claim. To the fullest extent permitted, each party waives the right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

3. Term.  This EULA becomes effective on the date You legally acquire the Software and will automatically terminate if You breach any of its terms.

4. Audits.  Licensor or an Auditor (as defined below) has the right to verify Your compliance with this Agreement. You agree to:

1. Recordkeeping. Keep, and upon Licensor’s request, provide records, sufficient to certify Your compliance with this Agreement based on the license metric in the applicable ordering document used for the purchase of your subscription(s);

2. Questionnaire. Within seven (7) days of Licensor’s request, You shall furnish Licensor or its designated independent auditor (“Auditor”) a completed questionnaire provided by Licensor or Auditor, accompanied with a written statement signed by a director of Your organization certifying the accuracy of the information provided; and

3. Access. Provide representatives of Licensor or Auditor any necessary assistance and access to records and computers to allow an inspection and audit of Your computers and records, during Your normal business hours, for compliance with the applicable Agreement and fully cooperate with such audit.

4. Non-Compliance. In the event that You have, or at any time have had, unlicensed installation, use of, or access to the Software or have otherwise breached this Agreement  (a  “Non-Compliance”),  without  prejudice  to  any  other   rights  or remedies Licensor may have, including, without limitation, injunctive relief, You shall, within thirty (30) days’ notice of such Non-Compliance to You, purchase sufficient subscriptions and associated support and maintenance to cure the Non-Compliance, by paying Licensor’s current (as of the date of such additional purchase) list subscription fees and 12-month support and maintenance fees to Licensor for such additional licenses, plus Licensor’s current (as of the date of such additional purchase) list term subscription and support and maintenance fees and interest (compounded at 1.5% monthly or the maximum rate permitted by applicable law if lower) for such additional licenses for the time period from the commencement of the Non-Compliance until payment of the aforementioned fees, with interest payable even if an invoice was not issued at the time the Non-Compliance occurred. If Your Non-Compliance results in an underpayment of license fees of 5% or greater, You shall also reimburse Licensor for the reasonable cost of such audit in addition to other amounts due.

5. Transfer.  This Agreement and the associated subscriptions purchased for use of the Software may not be transferred or assigned without the prior written approval of Licensor. Any such attempted transfer or assignment shall be void and of no effect.

5. Entire Agreement.  This EULA, together with any other purchase documents or other agreement between You and Licensor, sets forth the entire understanding and agreement between You and Licensor and may be amended or modified only by a written agreement agreed to by You and an authorized representative of Licensor. NO THIRD PARTY LICENSOR, DISTRIBUTOR, DEALER, RETAILER, RESELLER, SALES PERSON, OR EMPLOYEE IS AUTHORIZED TO MODIFY THIS AGREEMENT OR TO MAKE ANY REPRESENTATION OR PROMISE THAT IS DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF THIS AGREEMENT. Licensor reserves the right, at its sole discretion, to modify, amend, or update this EULA at any time by posting an updates to the EULA on its website at www.acorn.io. Any updates to the EULA shall become effective and binding on You immediately upon posting to Acorn’s website. You continued use of the Software following the posting of an updated EULA constitutes Your acceptance of and agreement to be bound by the modified terms and conditions of the EULA.  The most current version of the EULA posted on Acorn’s website shall supersede all previous versions and govern Your use of the Software.

6. Waiver.  No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement.

7. Trademarks.  The ACORN mark and logo are registered trademarks of Acorn Labs, Inc. All other trademarks are the property of their respective owners. Unauthorized use of trademarks is prohibited. All rights reserved.