USDV SOFTWARE LICENSE AGREEMENT
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE AGREEING TO IT.
This
License Agreement is a legal agreement between you and US DataVault (USDV). This
License Agreement governs your use of the software downloaded from this
disk/website (the "Software"). By clicking "I AGREE", copying, installing or
using the Software, you are agreeing to be bound by all the terms of this License
Agreement and are (1) representing that you are over the age of eighteen (18)
and have the capacity and authority to bind yourself and your employer, as
applicable, to the terms of this License Agreement; and (2) consenting on
behalf of yourself and/or as an authorized representative of your employer, as
applicable, to be bound by this License Agreement. If you do not agree with any
of the terms of this License Agreement, click CANCEL, do not use, copy or
install the Software and immediately destroy any copies of the Software you
have made.
You
agree that your use of the Software acknowledges that you have read this License
Agreement, that you understand it, and that you agree to be bound by its terms
and conditions. This License Agreement gives you certain rights as a user of
the Software only. You may not distribute, sell, transfer, or commercially
exploit this Software or any products developed using this Software.
Should
you have any questions regarding this Agreement, or wish to contact USDV, you
may write to: US DataVault,
1.
GRANT OF LICENSE
1.1
License Grant. USDV hereby grants you a non-exclusive License with respect to the Software and the accompanying documentation
(the "Documentation"). You may use the Software on as many computer terminals
as are permitted under the Licenses you have purchased from USDV. Use of the Software
on computers for which Licenses have not been purchased will result in
automatic termination as set out in Section 3 of this Agreement. This Software
will not function until you activate it with a License Code. To use the
Software, you agree to provide USDV, via Internet or by telephone, the Serial
Number to activate the Software. You also agree to provide USDV your name, the
company name, full mailing address and individual email address for Serial
Number activation and protection. All information provided to USDV will be kept
CONFIDENTIAL and will only be used to re-install the Software, to alert you of
modifications and fixes ("patches") to the Software or to alert you of new
products from USDV.
1.2
Property Rights in the Software and Documentation. The Software and the
Documentation is the sole and exclusive property of USDV and USDV's licensors. USDV
and its licensors retain all rights with respect to the Software and the
Documentation, including any copyright, patent, and other proprietary rights,
except the right to use the Software as specifically granted herein. Any copy
of the Software or the Documentation, or any portion thereof, is specifically
subject to the terms and conditions of this License Agreement. The Software is licensed,
not sold. Title, ownership rights, and all intellectual property rights in the
Software (including without limitation the related source code, object code and
Documentation) shall remain exclusively in USDV and its Licensors. You
acknowledge such ownership and intellectual property rights and will not take
any action to jeopardize, limit or interfere in any manner with USDV's or its
suppliers' ownership of, or rights with respect to, the Software. The Software
and Documentation is protected by copyright and other intellectual property
laws and by US treaties.
1.3
License Restrictions. The License granted herein does not permit you to, and
you agree that you will not: (a) distribute, sell, transfer, market or
otherwise commercially exploit the Software or License Code(s); (b) assign, sublicense,
lease, distribute or transfer in any way the rights granted to you herein,
without the prior written consent of USDV (which may be arbitrarily withheld);
(c) use the Software or License Code(s) for any use or in any manner other than
as set out in the Documentation or herein; (d) copy the Software, License
Code(s) or the Documentation (except for back-up purposes); (e) remove any
proprietary notices or labels on the Software, License Code(s) or the
Documentation; (f) provide, lease, lend, use for timesharing, application
service provider or service bureau purposes, or otherwise use or allow others
to use the Software, License Code(s) for their own benefit or for the benefit
of third parties; (g) modify, alter, decompile, disassemble or reverse engineer
the Software or License Code(s) or attempt to reconstruct, identify or discover
any source code, underlying ideas, underlying user interface techniques or
algorithms of the Software by any means whatever. This License does not grant
you any rights to any improvement, enhancement or update.
1.4
Beta Versions. In the event that the Software is a beta release or pre-release
version, the terms of this section shall apply. Your License to use the
Software expires thirty (30) days after installation (or such other period as
indicated by the Software) and the Software may thereafter cease to function. The
Software you are receiving may contain more or less features than the
commercial release of the Software that USDV intends to distribute. USDV
reserves the right at any time not to release a commercial release of the
Software or, if released, to alter features, specification, capabilities,
functions, licensing terms, release dates, general availability or other
characteristics. You acknowledge that the beta release or pre-release versions
have not been fully tested and may contain errors affecting their proper
operation. You agree that you will not do anything to circumvent or defeat the
features designed to stop the Software from operating after the License
expires.
1.5
Use of Software. You agree: (i) to use the Software
only for your company's private commercial use only; and (ii) to use the
Software only in a manner that complies with all applicable laws, including
without limitation applicable restrictions concerning copyright and other
intellectual property rights, laws or regulations relating to privacy and
privacy rights and laws or regulations relating to unsolicited electronic
commercial messages. Any use of the Software in violation of any of the
restrictions contained in this License Agreement will immediately terminate
this License Agreement and any right you have to use the Software.
1.6
Indemnification. You agree to defend, indemnify and hold USDV harmless from and
against any and all costs, liability and expenses arising out of any claim that
is related to: (a) your use of the Software in any manner not contemplated by
the Documentation or this License Agreement; (b) your use of the Software in
connection with any activity that is illegal, offensive or immoral or that
infringes on rights of privacy or publicity, or any intellectual or proprietary
rights of any third party; or (c) any breach by you of your obligations under
this License Agreement.
2.
NO WARRANTY
2.1
Disclaimer. The Software and Documentation is provided as is without any
warranty of any kind. To the maximum extent permitted by law, USDV disclaims
any representations, warranties or conditions, express, statutory or implied,
with respect to the Software or the Documentation. USDV expressly disclaims all
other representations, warranties or conditions, including without limitation
any implied or statutory warranties or conditions of merchantability, title,
non-infringement or fitness for a particular purpose. USDV does not warrant
that the Software will meet your requirements or that it will function
uninterrupted, error free or that defects will be
corrected. You assume the entire risk as to the operation, results and
performance of the Software. USDV shall have no obligation to remedy any
non-conformance or defect in the Software.
2.2
Limitation of Liability. In no event whatsoever will USDV or its officers,
employees or affiliates be liable for any special, punitive, indirect,
incidental or consequential damages, arising out of this License Agreement or
in connection with the use or inability to use the Software, whether based on
breach of contract, tort, negligence, product liability or otherwise, and
whether or not USDV has been advised of the possibility of such damages. You
assume the entire risk as to the quality and performance of the software. In
any event, the total liability of USDV for all damages whatsoever shall not
exceed the sum of $50.00. You agree that these limitations are reasonable in
scope and reasonably necessary in order for USDV to protect its considerable investment
in the Software. In no event whatsoever shall USDV be liable, under any
circumstances, regardless of the type or cause of action, for (a) any lost
profits, lost revenue or lost business, (b) any loss or damage to software,
hardware, or data, (c) any incidental, indirect, consequential or special
damages; arising out of the use of or inability to use, the Software or
accompanying written materials, even if USDV has been advised of the
possibility of such liability or damages.
3.
TERM & TERMINATION
3.1
Term & Termination. This License Agreement is effective until terminated. This
License Agreement will automatically terminate if you fail to comply with any
term hereof. No notice from USDV shall be required to effect such termination. You
may terminate this License Agreement at any time by destroying the Software and
all copies in your possession and by providing notice in writing to USDV.
3.2
Effect of Termination. Upon any termination of this License Agreement for any
reason whatsoever, your License and any rights under
this License Agreement shall terminate and you agree to: (i)
immediately discontinue using the Software; and (ii) destroy all Software
including all copies and portions thereof. In no event may any of the Software
be used by you for any purpose, including development, following termination of
this License Agreement. In the event of the termination of this License
Agreement for any reason, the provisions of those sections hereof which are
reasonably intended to survive termination of this License Agreement shall
survive such termination and continue to be valid and binding.
4.
GENERAL PROVISIONS
4.1
Integration and Severability. This License Agreement constitutes the entire
agreement between the parties concerning the subject matter hereof and
supersedes all prior and contemporaneous agreements and communications whether
oral or written, between the parties relating to the subject matter hereof, and
all past courses of dealing or industry custom. The terms and conditions hereof
shall prevail exclusively over any written instrument submitted by you, and you
hereby disclaim any terms therein. If any provision in this License Agreement
should be held illegal or unenforceable by a court having jurisdiction, such
provision shall be modified to the extent necessary to render it enforceable
without losing its intent, or severed from this License Agreement if no such
modification is possible, and other provisions of this License Agreement shall
remain in full force and effect.
4.2
Modification and Waiver. The License Agreement may be amended only by a written
instrument signed by a duly authorized representative of USDV. A waiver or
grant of extension by either party with respect to any term or condition of
this License Agreement, or any breach thereof, shall not constitute a waiver or
operate as a grant of extension with respect to any subsequent event or breach
nor constitute a waiver or operate as a grant of extension with respect to any
other term, condition or breach.
4.3
Governing Law. This License Agreement shall be governed by the laws of the
4.4
Dispute Resolution. Any dispute hereunder will be finally resolved by one
arbitrator pursuant to the Arbitration Act (
4.5
Non-Assignment. You may not transfer assign or transfer this License Agreement
or any rights or obligations herein without the prior written consent of USDV,
which may be arbitrarily withheld. Notwithstanding the foregoing, this License
Agreement shall be binding upon and shall inure to the benefit of the parties,
their successors, heirs, executors, personal representatives and permitted assigns.
4.6
Independent Contractor. The relationship between USDV and you is that of
independent contractors and neither you nor your agents shall have any
authority to bind USDV in any way nor shall you attempt or purport to do so.
4.7
Agreement to be Bound. By clicking "I AGREE" or by
using the Software, you acknowledge that you have read this License Agreement,
understand it, and agree to be bound by its terms and conditions. You agree
that this License Agreement constitutes the complete and exclusive agreement
between you and USDV with respect to the subject matter hereof and that this License Agreement supersedes any proposal or prior agreement, oral or written, and any other communications between you and USDV.
US
DataVault