Last Updated: June 24, 2024
TYTAN CORE END-USER LICENSE AGREEMENT
This End-User License Agreement (“Agreement” or “EULA”) explains Your rights and obligations when using the Tytan Core Software, Services and Plugins. This Agreement applies to all users of the Software, Services and Plugins (collectively or individually, “You” or “Your”).
Regardless of your place of residence, your agreement is with Tytan Core LLC, a United States company, and the EULA is governed by the law of California, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules.
Certain words or phrases are defined to have certain meanings when used in this Agreement. Those words and phrases are defined below in Section 14.
1. Acceptance.
This EULA is a legal agreement between You and Tytan Core and governs Your use of and access to the Software, Services and Plugins. This EULA take effect on the date on which You first access or otherwise use the Software, Services or Plugins (the “Start Date”).
BY ACCESSING OR OTHERWISE USING ANY OF TYTAN CORE SOFTWARE, SERVICES, PLUGINS, OR ANY RELATED CONTENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS EULA, AND A LEGALLY BINDING AGREEMENT IS CREATED BETWEEN TYTAN CORE AND YOU. YOUR USE OF THE SOFTWARE, SERVICES, OR PLUGINS CONSTITUTES YOUR ACCEPTANCE OF THE EULA. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS, INSTALL, COPY, OR USE ANY OF THE SOFTWARE, SERVICES, OR PLUGINS.
2. Software and Services.
2.1. Services. The “Services” is the use of or access to Tytan Core website, customer support, discussion forums or other interactive areas or services that Tytan Core makes available to You under this Agreement.
2.2. Software. The “Software” refers to any machine readable, object code versions of proprietary software programs, tools and any applications, including mobile applications, instruction sets, and related documentation, in each case, that Tytan Core makes available to You under this Agreement.
2.3. Plugins. Any software components, software add-ons, or scripts (collectively, the “Plugins”) made available to You by Tytan Core under this Agreement.
3. Licenses and Restrictions.
3.1. Limited Term License. The licenses listed under subsections 3.1.1 – 3.1.3 are available licenses with a fixed term of limited length (“Term License”) that You may qualify for. Subject to compliance with this Agreement and Your payment of applicable Fees, if You are issued a Term License, Tytan Core grants You a limited, nonexclusive, revocable, non-sublicensable, nontransferable, license, to access and use the Software and Services solely (i) in accordance with this Agreement, and (ii) within the scope of the terms and conditions set out in the Term License issued to You.
3.1.1. Starter License. The Starter License is for individuals and small businesses that generates an aggregate of less than $1,000,000 USD in annual gross revenue and funds raised and that is not affiliated with or funded by a publisher owned or controlled studio. If You are issued a Starter License, You are allowed to install and use the Software on a maximum of ten (10) computers or install on a single internal network server with a maximum of one hundred users. The term length for a Starter License is three hundred and sixty five (365) days from the date the Starter License is issued to You. Sharing Your Starter License account information with others is strictly prohibited.
3.1.2. Pro License. If You are issued a Pro License, You are allowed to install and use the Software on a maximum of thirty (30) computers or install on a single internal network server with unlimited amount of users. The term length for a Pro License is three hundred and sixty five (365) days from the date the Pro License is issued to You. Sharing Your Pro License account information with others is strictly prohibited.
3.1.3. Custom License. You may submit a request to Tytan Core via the Tytan Core website (www.tytancore.com) for a Custom License. If You are issued a Custom License, Tytan Core will provide a set number of computers that You are allowed to install and use the Software on. The term length for a Custom License is three hundred and sixty five (365) days from the date the Custom License is issued to You. Sharing Your Custom License account information with others is strictly prohibited.
3.2. Non-Limited Term License. The license listed under subsections 3.2.1 is not limited to a fixed term of limited length.
3.2.1. Tools License. Subject to compliance with this Agreement and all payment obligations, if You are issued a Tools License, Tytan Core grants to You a nonexclusive, non-sublicensable, nontransferable license to install and use the Plugins solely in accordance with this Agreement and any user guide and other documentation (collectively, the “Documentation”) for the Plugins.
3.3. Additional License Terms. All rights granted to You are granted by license only and not by sale.
3.4. Restrictions on Use. You are authorized to use the Software in machine readable, object code form only. You expressly agree that You shall not: (i) sell, transfer, lease, rent or export the Software, Services, Plugins or Your rights under this EULA; (ii) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, Services or Plugins; (iii) implement or use any method or mechanism designed to enable product functionality not available in the Software; (iv) modify, adapt, translate or create derivative works based on the Software, Services or Plugins; (v) (subject to Section 3.5) permit third parties to use or access the Software, Services or Plugins; (vi) use, or allow the use of, the Software, Services or Plugins for any illegal purpose; (vii) use the Software, Services or Plugins in any manner which violates the rights of a third party, including without limitation intellectual property of Tytan Core; (viii) use the Software, Services or Plugins for any middleware, content, or other software or service that competes with the Software, Services or Plugins in whole or in part;; (ix) use the Software, Services or Plugins in any manner that breaches this Agreement; (x) copy or install the Software, Services, or Plugins other than as expressly provided for in this EULA; or (xi) take any action, or fail to take action, that could adversely affect the trademarks, service marks, patents, trade secrets, copyrights or other intellectual property rights of Tytan Core or any third party with intellectual property rights in the Software, Services or Plugins (“Third Party Licensor”).
3.5. Subcontractors. If you have been granted a Starter License, Pro License or Custom License, You may allow subcontractors and affiliates access to the Software and Services solely to practice your rights granted in this Section 3 on Your behalf. You will be directly and primarily responsible for providing notice to, and obtaining agreement from, such subcontractors and affiliates regarding the application of this Agreement to their access to and use of the Software and Services prior to their access and use.
3.6. Third-Party Software. The Software and Services may include third-party software and services. You are responsible for complying with any applicable terms made available by the third-party. Tytan Core has no responsibility for such third-party software and services.
3.7. Audit. Tytan Core may, no more than once every 12 months, during business hours on reasonable prior notice to you, appoint a personnel of Tytan Core or an independent third-party auditor who is obliged to maintain confidentiality to inspect your records, systems, and facilities to verify that your installation and use of any and all Software, Services and Plugins is in conformity with its valid licenses from Tytan Core. You agree to keep accurate books and records related to your use of the Software, Services and Plugins including without limitation financial documents confirming your eligibility for any particular license plan. If the verification discloses a shortfall in licenses for the Software, Services or Plugins, You will be responsible for the cost of the audit, and You will need a new license plan to continue using the Software, Services and Plugins.
4. Accounts and Registration.
To access the Software, Services and Plugins, You will need to register an account via the Tytan Core website (www.tytancore.com). You may not, whether intentionally or unintentionally, (a) share your account information; (b) allow or enable others to access Your account; (c) use another person’s account; or (d) transfer Your account to another person or entity, unless specifically permitted in writing by Tytan Core.
When registering an account, You acknowledge and agree that You will provide true, accurate, and complete information. You will ensure that all Your account information is, and continues to be, true, current and complete. You are responsible for anyone who obtains, accesses or uses the Software, Services or Plugins through You or Your account. You are also responsible for the security of Your account and all activity associated with Your account. Tytan Core reserves the right to suspend or terminate accounts, or remove or edit content in its reasonable discretion if You provide registration information that is false, inaccurate, or incomplete.
5. Source Code.
Notwithstanding that Section 2 defines “Software” as an object code version and that Section 3 provides that You may use the Software in object code form only, if Tytan Core agree to license to You (including by way of upgrades, updates or enhancements) source code or elements of the source code of the Software, the intellectual property rights in which belong either to Tytan Core or to a Third Party Licensor (“Source Code”); (a) You shall be licensed to use the Source Code as Software on the terms of this EULA and notwithstanding of Section 3.4 (iii) You may use the Source Code at its own risk in any reasonable way for the limited purpose of enhancing its use of the Software solely for, where You are a business, its own internal business purposes and in all respects in accordance with this EULA; (b) You shall in respect of the Source Code comply strictly with all other restrictions applying to its use of the Software under this EULA; (c) notwithstanding any other term of the Agreement, Tytan Core gives no express or implied warranty or indemnity whatsoever in respect of the Source Code licensed on an “as is” basis, or in respect of any modification of the Source Code made by You; (d) notwithstanding any other term of this Agreement Tytan Core shall have no obligation to provide support or maintenance of or in respect of the Source Code or of any modification of the Source Code made by You. You shall indemnify Tytan Core against all liabilities and expenses incurred by Tytan Core in relation to any claim asserting that any modification of the Source Code made by You infringes the intellectual property rights of any third party.
6. Fees and Payment.
ALL FEES ARE NOT REFUNDABLE IN WHOLE OR IN PART, UNLESS STATED OTHERWISE BY TYTAN CORE IN WRITING.
You acknowledge that the rights granted to You under this EULA are contingent on Your timely payment of Fees. You will be charged and agree to pay to Tytan Core the Fees as notified by Tytan Core at the time of the initial purchase of any of Tytan Core licenses. You are responsible for providing Tytan Core with valid credit card information to secure payments. Tytan Core may suspend use of the Software, Services and Plugins, without liability to Tytan Core, in the event that any Fees owed by You are past due, the credit card information You provide is not valid or You are otherwise in breach of this Agreement. Payments may be processed in cooperation with third party payment service providers. You are responsible for paying all applicable taxes (including those taxes and tariffs Tytan Core or its partners are not required to collect) and for all hardware, software, Internet service costs and other costs You incur to access the Software, Services and Plugins. All fees are in U.S. Dollars unless otherwise specified. If Your purchases etc. are subject to any type of applicable taxes, then Tytan Core and partners may also charge You for any such taxes.
7. Ownership.
You acknowledge that the Software and Plugins (including, for the avoidance of doubt, any Source Code that is licensed to You) and Documentation and all intellectual property rights and interests, including but not limited to all trademarks, service marks, and trade names etc. in the Software and Plugins relating thereto are and shall remain the sole property of Tytan Core. Except as expressly granted in this Agreement, no license, right or interest in any Tytan Core patent, trademark, copyright, trade name or service mark is granted hereunder. The Software and Plugins are licensed, not sold. You shall not remove, or allow the removal of, any copyright or other proprietary rights notice included in and on the Software and Plugins or Documentation or take any other action that could adversely affect the property rights of Tytan Core. Except as expressly authorized by Tytan Core, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works or competing products or services from, or otherwise make unauthorized use of the Software, Services and Plugins. You agree not to assert against Tytan Core any claim, action or proceeding for infringement of any patents, patent rights or other intellectual property rights.
You are not required to provide Feedback regarding any of Tytan Core’s Software, Services or Plugins to Tytan Core. To the extent You do provide any Feedback to Tytan Core, You agree to assign and hereby do assign all right, title and interest in and to such Feedback to Tytan Core and acknowledge that Tytan Core may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to You.
8. Term and Termination.
The term of this EULA shall begin on the Start Date, as defined above, and shall be ongoing until terminated. Your right to use the Software and Services pursuant to any given Term License shall terminate at the end of the term for the Term License, as such term is set out for the Term License in Sections 3.1 through 3.2 of this Agreement. You may terminate Your license at any time on written notice to Tytan Core. If You breach the Agreement, Tytan Core may terminate the Agreement immediately by notice to You. Without limiting the foregoing, your failure to make any payment due under this Agreement or breach of any restriction under any Tytan Core licenses constitutes a material breach of this Agreement.
Termination of the EULA will result in Your account being deactivated and Your license being terminated. Upon termination of this agreement You will cease immediately and You will immediately cease use of any Software, Services, Plugins and Documentation and either return to Tytan Core all copies of the Software, Plugins and Documentation in Your possession, custody or power or, destroy all copies of the Software, Plugins and Documentation. within Your possession and any item containing confidential information, and all of its component parts, within Your possession, unless Your use is otherwise specifically permitted by Tytan Core. In the latter case, if requested by Tytan Core, You shall provide Tytan Core with a certificate confirming that such destruction has been completed.
9. Disclaimer.
Tytan Core does not warrant that the functions contained in any of the Software, Plugins or the Internet website and e-commerce shopping carts will meet Your requirements or that the operation of any Software or Plugins will be uninterrupted or error-free. The entire risk as to the quality and performance of the Software, Plugins, website and e-commerce shopping cart is with You. In no event will Tytan Core or it’s affiliates or partners be liable to You or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the Software, Plugins, websites or e-commerce shopping carts, even if Tytan Core has been advised of the possibility of such damages. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
All Software, Services and Plugins are provided “as is” without warranty of any kind.
10. Indemnification.
You agree to defend, indemnify, and hold harmless Tytan Core, its parents and affiliates, partners, and their respective employees, contractors, officers, and directors, from and against any actions, claims, demands, liability and expenses, including reasonable attorneys’ fees, arising out of Your use or misuse of the Software, Services, Plugins, or the rights granted under this Agreement. You agree that Tytan Core may seek and shall be entitled to injunctive, equitable, or other similar relief to protect, maintain, defend, enforce, and preserve its rights, in addition to any other available remedies without the necessity of posting a bond.
11. Survival.
Sections 3.4, 3.6, 3.7, and Sections 5 through 14 shall survive any termination or expiration of this Agreement.
12. Governing Law.
You agree that this Agreement will be deemed to have been made and executed in the State of California, U.S.A., and any dispute will be resolved in accordance with the laws of California, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or to adjudicate any dispute must be brought in the Superior Court of California, County of Los Angeles or the United States District Court for the Central District of California. You agree to the exclusive jurisdiction and venue of these courts. You waive any claim of inconvenient forum and any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement.
13. Miscellaneous.
This Agreement is the exclusive agreement between the parties concerning its subject matter and supersedes any and all prior oral or written agreements, negotiations, or other dealings between the parties concerning such subject matter. You acknowledge that You have not relied upon any representation or collateral warranty not recorded in the Agreement inducing it to enter into the Agreement.
Tytan Core reserves the right, at its discretion, to update or revise the EULA at any time without prior notice.
A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms of this Agreement.
You shall not, without the prior written consent of Tytan Core, assign, transfer, charge, sub-contract, license or deal in any other manner with all or any of Your rights or obligations under this EULA. Tytan Core may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA without notice to You.
This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between Tytan Core and You. Neither party hereto shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.
You agree that Tytan Core may refer to You as a client or a user of the Software, may display its logo(s) for this purpose and may publish quotations and testimonials from You, its directors, partners, officers or employees. Tytan Core agrees to promptly cease any such use on Your written request. Tytan Core and You intend that each Third Party Licensor may enforce against You under applicable law any obligation owed by You to Tytan Core under this Agreement that is capable of application to any proprietary or other right of that Third Party Licensor in or in relation to the Software.
This EULA constitutes the entire agreement between the parties with respect to this specific subject matter hereof and shall not be modified except as provided in this Agreement.
14. Definitions.
As used in this agreement, the following capitalized words have the following meanings:
“Agreement” or “EULA” shall have the meaning set forth in the preamble.
“Documentation” shall have the meaning set forth in Section 3.2.1.
“End Product” refers to any digital or printed work.
“Feedback” means any ideas, feedback or suggestions.
“Fees” refer to any fees for the Software, Services and Plugins payable to Tytan Core in connection with the Agreement.
“Plugins” shall have the meaning set forth in Section 2.3.
“Registered User” shall have the meaning set forth in Section 4.
“Sell” or “Sold” means to sell, license, sub-license or distribute for any type of fee or charge.
“Services” shall have the meaning set forth in Section 2.1.
“Source Code” shall have the meaning set forth in Section 5.
“Software” shall have the meaning set forth in Section 2.2.
“Start Date” shall have the meaning set forth in Section 1.
“Term License” shall have the meaning set forth in Section 3.1.
“Third Party Licensor” shall have the meaning set forth in Section 3.4.
“Tytan Core” means Tytan Core, LLC., a California limited liability company, based in California U.S.A.
“You” or “Your” shall have the meaning set forth in the preamble.