Pica8
Warranty and Agreements

Warranty and Agreements

Pica8 End User License Agreement (EULA)

Updated March 13, 2023

Please read this End User License Agreement ("EULA") carefully. By agreeing to this EULA or by downloading, installing, copying or otherwise using the Software (as defined below), you agree to be bound by this EULA. If you are an individual acting on behalf of an entity, you represent that you have the authority to bind the entity to this EULA, and all references to "you" in this EULA mean that entity. If you do not have the authority to enter into this EULA or you do not accept its terms, you must not download, install, copy or use the Software.

1. Definitions

  • "Authorized Source" means an authorized Pica8 reseller or OEM.
  • "Device" means the device on which the licensed Software will run, as specified in your order.
  • "Documentation" means the user guides, specifications for the Supported Platform, and other technical information that Pica8 makes available at https://docs.pica8.com (or a successor website).
  • "Intellectual Property Rights" means all patent, copyright, trademark, trade secret, trade dress, trade names, utility models, mask work, moral rights, rights of attribution or integrity service marks, author's rights, database rights, registered design rights and any applications for the protection or registration of these rights, or other intellectual or industrial property rights or proprietary rights, howsoever arising and in whatever media, whether or not registered, worldwide and whether existing now or in the future.
  • "Pica8" means Pica8, Inc.
  • "Pro-Rata Refund" means: (i) in the case of a perpetual license, a refund of the purchase price for the affected Software, pro-rated on a five-year straight-line amortized basis; and (ii) in the case of a subscription license, a refund of the pro rata amount of any prepaid subscription fees for the remaining portion of the then-current subscription term for the affected Software.
  • "Software" means Pica8 software applications, including object code, libraries, sample code, utility programs and programming code, and the Documentation for such software applications.
  • "Supported Platform" means the Pica8 network operating system, Pica8 network automation software and/or compatible hardware (as the case may be) specified in the Documentation.
  • "Third-Party Components" and "Third-Party Programs" have the meaning given in Section 8 of this EULA.
  • "Updates" means bug fixes, patches, maintenance releases, version releases or other updates or upgrades for the Software.

2. Scope and Applicability.

This EULA governs the license and use of Software. This EULA does not provide you with any right to receive Updates or any services for the Software. You are entitled to receive maintenance and support services, including Updates (when and if available) that Pica8 makes generally available, only if you have a then-current subscription for Pica8 maintenance and support services for all of the Devices for which you have purchased Software licenses and paid the applicable maintenance and support fees. The Pica8 provides maintenance and support in accordance with the Pica8 Standard Software Maintenance and Support Agreement located at https://www.pica8.com/support/warranty-and-agreements/. Any provided Updates will constitute Software under this EULA.

3. License.

Subject to your compliance with this EULA, including payment of the applicable fees, Pica8 grants to you, during the applicable license term, a non-exclusive, non-transferable (except as provided in Section 10 of this EULA), revocable license to install and use, on the one Device specified in your order, on a Supported Platform and in accordance with the Documentation, the Software whose license you purchased from an Authorized Source or to which you were otherwise given registered access by Pica8.

All Software is licensed, not sold, and any reference to "purchase" or "sale" or similar terms in this EULA or otherwise are references to the purchase and sale of the licensed rights and not of the Software.

4. Restrictions.

You agree that you will not (or authorize or allow any third party to): use Software licensed for a specific Device on a different device; bypass, disable, circumvent or remove any form of copy protection; reverse engineer, decompile, disassemble or otherwise attempt to derive source code; modify, translate or prepare derivative works of the Software; copy the Software for any purpose other than back up and disaster recovery; transfer, sell, assign, rent, loan, lease, sublicense, distribute, or otherwise make available the Software to a third party.

5. Term and Termination.

This EULA becomes effective on the date you accept this EULA or download, install, copy or otherwise use the Software and will continue in effect until the end of the license term. Either you or Pica8 may terminate this EULA upon written notice to the other party if the other party breaches any term of this EULA and fails to cure such breach within thirty (30) days after written notice thereof. Upon termination, your right to use the Software will terminate and you must immediately stop using the Software.

6. Fees; Taxes.

Fees for your use of the Software and/or any related services are set out in your order with your Approved Source. To the extent permitted by law, orders are non-cancellable and fees paid for a subscription term are non-refundable. You are responsible for payment of all sales, use, value-added (VAT), ad valorem, excise or other governmental taxes.

7. Intellectual Property Rights.

The Software, related trademarks and logos, and all related Intellectual Property Rights are and will remain the sole and exclusive property of Pica8 and Pica8's licensors and are protected under copyright, trademark and other laws.

8. Third-Party Software.

The Software may include or incorporate software components or other technology of third parties ("Third-Party Components"). Neither Pica8 nor any other Authorized Source is responsible for Third-Party Components. Each Third-Party Component is governed by its own pass-through license terms.

9. Feedback.

To the extent you provide Pica8 with any suggestions, feature requests, or other feedback about the Software, you irrevocably assign to Pica8 all right, title and interest you may have in and to such feedback without compensation or other obligation to you.

10. Transfer; Assignment.

The Software is licensed for a specific Device. If that Device fails, you may transfer your license grant to an identical Device. You may assign your rights and obligations under this EULA to a person or entity that acquires the Device on which the Software runs.

11. Limited Warranty.

Pica8 warrants that it has used commercially reasonable means to protect against the introduction of viruses by the Software. Your exclusive remedy for any breach of the foregoing warranties shall be, at Pica8's election: replacement of the affected Software or a Pro-Rata Refund. Except for the foregoing warranties, the Software is provided "as is" and "with all faults" and Pica8 disclaims all other warranties.

12. Indemnification.

Pica8 will defend any third-party claim against you alleging that your use of the Software infringes any copyright, trade secret or U.S. or Canadian patent, and will indemnify you against the final judgment entered by a court of competent jurisdiction.

13. Limitation of Liability.

In no event shall Pica8 be liable for cost of cover or for any incidental, special, indirect, consequential or punitive damages. In no event shall Pica8's aggregate liability exceed the purchase price for the Software license (perpetual) or the fees paid during the 12-month period preceding the event (subscription).

14. Your Account. You must register with Pica8 and create an account in order to download the Software and generate license keys. You are responsible for maintaining the confidentiality of your account.

15. Your Additional Responsibilities. You are responsible for the proper supervision, control, and management of your use of the Software.

16. Publicity. You agree that Pica8 may identify you as a customer on Pica8's website and in marketing materials.

17. Export Control. You shall not use or otherwise export or re-export the Software except as authorized by United States law.

18. Government End Users. If the Software is supplied to the United States government, the Software is classified as "restricted computer software."

19. Non-Pica8 Purchases. If you purchase a license from an Approved Source other than Pica8, the terms of this EULA apply and prevail over any inconsistent provisions.

20. Force Majeure. A party shall be excused from failure or delay in performing its obligations due to natural disasters, power outages, weather, strikes, riots, war, or other reasons beyond its reasonable control.

21. Notices. All legal notices required under this EULA must be in writing. Pica8's email address for notices is legal@Pica8.com and its physical address is 1032 Elwell Court, Suite 105, Palo Alto, CA 94303.

22. Governing Law; Venue. Any claim arising under this EULA shall be governed by the laws of the State of California. You and Pica8 irrevocably submit to the exclusive jurisdiction of the courts located in Santa Clara County, California.

23. Remedies; Waiver; Severability. The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement. If any provision is held to be unenforceable, the other provisions will remain in full force and effect.

24. Independent Contractors. You and Pica8 are independent contractors. Neither party has the power to bind the other or incur obligations on the other's behalf.

25. Modifications. Pica8 may update this EULA from time to time by posting the updated EULA on its website. Your continued use of the Software constitutes acceptance.

26. Privacy. You acknowledge that Pica8 collects or processes personal data in accordance with its privacy policy at https://www.pica8.com/privacy-policy/.

27. Complete Agreement. This EULA, together with the applicable order form, constitutes the entire agreement between the parties with respect to its subject matter.