End User License Agreement

This End User License Agreement ("EULA") sets forth the contractual terms and conditions (“Terms”) between you (“Licensee”, “User” “You/you”, “Your/your”, or “You’re/you’re”) and DUX WRX, LLC and its agents and affiliates (collectively, “DUX WRX”, “we”, “us”, or “our”) for the use of DUX WRX’s products, including, without limitation, any (a) 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 DUX WRX, (“Product(s)”). If you are a Customer under a Software License and Maintenance Agreement (“SLMA”) with DUX WRX executed via an Ordering Document, the terms of the SLMA (available at https://duxwrx.com/legal/software-license-and-maintenance-en.pdf) shall govern your use of the Software to the extent they conflict with this EULA.

DUX WRX 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. DUX WRX will make the current version of the Terms available at www.duxwrx.com/EULA, (“Site”). 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 Site is governed by this End User License Agreement (“EULA”) and DUX WRX’s Terms of Use also available at www.duxwrx.com/TOS.

It is required that you register the Product(s) in order to receive a license key that enables you to use the Product(s) on your computer. It is not possible to use DUX WRX’s Products that are not activated. Activation requires access to the internet.

For the registration, you will need to provide your company name, primary contact, including email address, and a physical address. Your Account Information (defined below) is stored together with the DUX WRX serial number in our registration database. DUX WRX uses a secure SSL connection with 256-bit encryption that meets current security standards to transmit your data over the web. For further information about DUX WRX’s handling of personal data please see: www.duxwrx.com/privacy.

By installing and by registering the Product on your computer, you declare yourself in agreement with these Terms. If you do not agree with these Terms, you must not install the Product.

You may not use the Product(s) if (a) you are prohibited by Law from receiving or using the Product(s), (b) you are entering this agreement on behalf of a company or entity and do not have the authority to bind it or its affiliates to these terms.

DUX WRX 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.

The Product(s) from DUX WRX are protected by law. The Intellectual Property Rights of the Product(s) remains with DUX WRX. 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); or (c) remove, obscure, revise, or alter any text, copyright, or other proprietary notices contained in the Product(s). 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 DUX WRX for any loss or damage in this context.

For Licensed Software from the C.A.R.M. Studio product line:

For Licensed Software included in a Bundled product line:

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

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

Consent to Collection and Use of Data

DUX WRX will use technology tools such as analytic events to collect anonymous information related to the Products, including, without limitation, general usage statistics as well as select hardware and system information. This data will be used to provide the upgrades and related support or other services described in this EULA. DUX WRX will also collect personal information, including your account information and/or other unique identifier information associated with your DUX WRX Product(s) and the data provided by You on registration of Your DUX WRX Product(s). To the extent permitted by applicable law, by accepting these terms and conditions You consent to the collection and use of anonymous and personal data by DUX WRX, its subsidiaries, parents, and affiliates as described in this EULA.

Privacy Policy

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

Product(s)

All Product(s), and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided herein, DUX WRX 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 DUX WRX 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.

Trademarks

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

Your Content

If you are an individual User, then you own all right, title, and ownership to Your Content. See Sections 9 and 10 for warranties related to Your Content.

The Products are protected by the copyright laws of the U.S. and other countries, and DUX WRX retains all Intellectual Property Rights in the Product(s). You may not separately publish, sell, market, lease, rent, or sublicense the Product(s) code.

You represent and warrant that with regard to Your Content: (a) you own the Intellectual Property Rights, or have obtained all necessary license(s) and permission(s), to use Your Content in keeping with your use in connection with the Product(s) or as otherwise permitted by the Terms; (b) you have received consent from any and all persons depicted in Your Content to use Your Content as set forth in the Terms, including distribution, public display, public performance and reproduction of Your Content; and (c) Your Content does not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.

You agree to indemnify and hold DUX WRX and its subsidiaries, affiliates, officers, agents, employees, co-branders or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Content, your use of the Product(s), Services or Site, your connection to the Product(s), Services or Site, your use and access of personal information of other Users, the actions of any member of your group, your access to or use of web sites and your connections therewith, any claim that Your Content caused damage to someone else, any dealings between you and anyone else advertising or promoting via the Product(s), Services or Site, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.

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. For Customers under an SLMA, warranties are governed by the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf), including a 180-day warranty period for Standard Software, and this Section 10 shall not apply to the extent of any conflict.

DUX WRX makes no warranty that the Product or your ability to use it will be uninterrupted or error-free. DUX WRX 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.

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 DUX WRX 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. For Customers under an SLMA, liability is governed by the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf), which includes specific liability caps and exceptions, and this disclaimer shall not apply to the extent of any conflict.

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. DUX WRX ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM THE SITE.

Your exclusive remedy under the above limited warranty shall be, at DUX WRX’s option, either a full refund of the purchase price or correction of the defective Product(s). For Customers under an SLMA, liability and remedies are governed by the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf), including caps on damages and specific remedies for warranty breaches, and this Section 11 shall not apply to the extent of any conflict.

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, 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 DUX WRX has knowledge that a violation has occurred, DUX WRX may be prohibited from providing the Products and/or Services.

Venue: You agree that any claim or dispute you may have against DUX WRX must be resolved by a court located in Benton County, Arkansas, United States of America, except as otherwise agreed to by the parties, or as set forth Section 13.2 below. You agree to submit to the personal jurisdiction of the courts located in Benton County, Arkansas, United States of America when Arkansas laws applies, for the purpose of litigating such claims or disputes. For Customers under an SLMA, dispute resolution is governed by the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf), which may specify different venues or arbitration based on your location, and this Section 13 shall not apply to the extent of any conflict.

Alternative Dispute Resolution: When Arkansas Law applies, any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this Agreement shall be settled by binding arbitration to be held in Rogers, Arkansas in accordance with the rules then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The arbitrator(s) shall apply Arkansas law to the merits of any dispute or claim, without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration law and by the Rules, without reference to state arbitration law. You hereby consent to the personal jurisdiction of the state and federal courts located in Arkansas for any action or proceeding arising from or relating to the Terms of this EULA or relating to any arbitration in which the parties are participants. See note in 13.1 regarding SLMA precedence.

Termination: To the extent permitted by law, and without prejudice to any other rights, DUX WRX may terminate your license if you materially breach these Terms. DUX WRX reserves the right to terminate any user in violation of its Terms of Use and DMCA policy for violating the intellectual property rights of others in its sole discretion. Without limiting that right, any User who receives three or more takedown notices, and fails to transmit to DUX WRX counter-notices to any takedown notice, shall be terminated as a User. For Customers under an SLMA, termination is governed by the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf), including a 30-day cure period for material breaches, and this Section 14.1 shall not apply to the extent of any conflict.

Notice to you: DUX WRX 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.

Entire Agreement: The Terms of this EULA constitute the entire agreement between DUX WRX 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 DUX WRX on such subject matter, except that for Customers under an SLMA, the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf) and its Ordering Document shall constitute the entire agreement and supersede this EULA to the extent of any conflict.

Non-Assignment: You may not assign or otherwise transfer the Terms, or any right granted hereunder, without DUX WRX’s written consent. DUX WRX’s rights under the Terms are transferable by DUX WRX. For Customers under an SLMA, assignment is governed by the SLMA (https://duxwrx.com/legal/software-license-and-maintenance-en.pdf), which allows assignment in certain corporate scenarios without consent.

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.

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

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), Site, or Services.

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) within thirty (30) days of purchase, please un-install the Product(s), remove all copies and discontinue all use of the Product(s).