Effective Date: 10, 05, 2025
Licensor: Element ("Element," "we," "us," or "our")
Website: https://tryelement.co
This End User License Agreement ("Agreement") governs your use of Element's proprietary Eclipse™ plugin and any associated documentation, updates, and support (collectively, the "Software"). By installing or using the Software, you agree to be bound by this Agreement.
Subject to your compliance with this Agreement and timely payment of all fees, Element grants you a limited, non-exclusive, non-transferable, revocable per-user license to install and use the Software by one natural person (a "User"). Seats may be permanently reassigned (e.g., employee turnover) but may not be shared or used concurrently by multiple people.
You shall not, and shall not permit anyone to: (a) redistribute, sublicense, rent, lease, or provide the Software to third parties; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, except to the extent a restriction is prohibited by law; (c) remove or obscure proprietary notices; or (d) circumvent or disable license, login, or security controls.
The Software is provided on a subscription basis (monthly or annual). Auto-renewal: Subscriptions automatically renew for successive periods of the same length unless you cancel before the then-current term ends. Cancellation: Cancellations take effect at the end of the current billing period; no refunds for partial periods. Prices & Taxes: Fees are exclusive of taxes and duties; you are responsible for applicable taxes (excluding Element's income taxes). We may adjust prices effective at renewal with prior notice.
During an active subscription, you are entitled to updates and upgrades we generally make available, including security fixes. Support is provided via email at lukas@tryelement.co during standard U.S. business hours. No specific uptime or response-time SLA is provided unless separately agreed in writing.
The Software may collect usage telemetry and technical data (e.g., feature usage, performance metrics, environment info) to improve the product, provide support, and enhance security. Telemetry does not include your source code except where you intentionally submit it for features that require processing. Processing is subject to our Privacy Policy at https://tryelement.co/privacy. Where required by law, we will obtain consent and provide controls to limit or disable telemetry (which may impact functionality).
The Software may generate content using artificial intelligence that can be incorrect, incomplete, or misleading. You are solely responsible for reviewing, validating, and exercising human judgment over outputs before relying on them. The Software is not designed for use in safety-critical or high-risk environments (including medical, aviation, emergency services, or any system where failure could result in death, personal injury, or severe environmental or property damage). You must not use the Software in these contexts.
You may publish benchmark or performance results for the Software without prior consent, provided that: (a) results are accurate and reproducible; (b) you disclose the Software version, date, test methodology, hardware, and relevant configuration; and (c) you do not make misleading or disparaging statements.
Element and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. No rights are granted by implication. You grant Element a perpetual, irrevocable, royalty-free license to use and incorporate into the Software any feedback you provide.
For 14 days from initial delivery, Element warrants the Software will substantially conform to the then-current documentation. Your exclusive remedy and Element's entire liability for breach of this warranty is, at Element's option, repair, replacement, or refund of fees paid for the then-current subscription period (and termination of this Agreement as to the affected seat).
DISCLAIMER. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, THE SOFTWARE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND ELEMENT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) ELEMENT'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO ELEMENT FOR THE SOFTWARE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; AND (b) IN NO EVENT SHALL ELEMENT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. The foregoing caps do not apply to liability for fraud, willful misconduct, breach of confidentiality, or infringement of Element's intellectual property rights.
This Agreement begins on the Effective Date and continues for your subscription term(s). Either party may terminate for material breach after 30 days' written notice if the breach is not cured. Upon termination or expiration, you must cease all use, uninstall the Software.
You agree to comply with all applicable export control and sanctions laws. The Software is "commercial computer software" under FAR/DFARS and is provided to U.S. Government end-users only with the rights set forth in this Agreement.
You may not use Element's name, logo, or trademarks without prior written permission, except for accurate, non-misleading references necessary for benchmarking disclosures in Section 9.
You may not assign or transfer this Agreement (by operation of law or otherwise) without Element's prior written consent, except to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement. Element may assign this Agreement without restriction.
This Agreement is governed by the laws of the State of Delaware, U.S.A., without regard to conflict-of-laws rules. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Delaware (default: New Castle County), and waive any objection to venue or forum non conveniens. Each party waives jury trial to the fullest extent permitted by law. Notwithstanding the foregoing, either party may seek injunctive relief for actual or threatened infringement or misuse of intellectual property or Confidential Information in any court of competent jurisdiction.
License keys, non-public documentation, audit results, and information designated as confidential are "Confidential Information." Each party will protect the other's Confidential Information with at least reasonable care and use it only for purposes of this Agreement. This Section does not limit telemetry described in Section 7.
The Software may include or interoperate with third-party components governed by their own licenses. If present, such licenses will be identified in the distribution or in a THIRD-PARTY-NOTICES file. To the extent a third-party license conflicts with this Agreement for the applicable component, that license controls.
This Agreement constitutes the entire agreement between you and Element regarding the Software and supersedes prior or contemporaneous agreements on that subject. Element may update this Agreement for renewals or new orders by posting a revised version at a URL specified with the Software; material changes will not apply to an ongoing, pre-paid term without your consent.
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