EULA - End User License Agreement
WARNING: This program is protected by copyright law and international treaties. Unauthorized reproduction or distribution of this program, or any portion of it, may result in severe criminal and civil penalties, and will be prosecuted to the maximum extent possible under law.
IMPORTANT - READ CAREFULLY
Program Software License Agreement
AGREEMENT by and between SALIENCE CORPORATION (the "Licensor"), and You the Customer (the "Licensee").
This Agreement applies to the free trial evaluation of the Program Software, to any purchase of a license to use the Program Software, or when you use the Program Software beyond the free trial evaluation period without purchasing a license.
This Agreement defines the specific rights and obligations that You, as Licensee, are acquiring concerning the Program Software. The Program Software is protected by intellectual property laws and treaties. The Program Software is licensed, not sold.
BY INSTALLING, COPYING, ACCESSING, OR USING THE PROGRAM SOFTWARE, OR BY PURCHASING A LICENSE TO USE THE PROGRAM SOFTWARE, LICENSEE AGREES TO THE TERMS OF THIS AGREEMENT. IF ANY PERSON IS ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, SAID PERSON REPRESENTS AND WARRANTS THAT THEY HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. IF LICENSEE DOES NOT AGREE TO THESE TERMS,
DO NOT INSTALL, COPY, ACCESS, USE, OR PURCHASE A LICENSE TO USE THE PROGRAM SOFTWARE.
Section 1. Definitions.
For all purposes of this Agreement or any other document that incorporates this Agreement, the terms used throughout this Agreement shall have the following meanings:
"Agreement" means this Program Software License Agreement.
"Claim" means any third party action, cause of action, claim, or demands that might reasonably be expected to give rise to a Loss.
"Licensee" is any person or legal entity, that individually or through its agent, employee, or representative, installs, copies, accesses, uses, or purchases a license to use the Program Software or any portion thereof under the terms of this Agreement.
"License Fee" means the fees to be paid by Licensee to Licensor as set forth in Section 3.
"Licensor" is PrivacyView Software, LLC, a Florida limited liability company, or one of its subsidiaries.
"Loss" means any damage, loss, injury, debt, liability, expense, or other cost or obligation, including reasonable attorneys'' fees.
"Parties" shall mean Licensor and Licensee and "Party" shall mean either.
"Third Party" or "Third Parties" shall mean any person or entity other than the Licensor or Licensee hereunder.
Section 2. License.
In accordance with the terms of this Agreement, Licensor grants to Licensee, and Licensee accepts from Licensor, a limited, royalty-free, personal, non-exclusive and non-transferable license to use the current version of Licensor''s Program Software for evaluation purposes only for a single free evaluation period set by Licensor; or, when Licensee lawfully acquires a license to use the Program Software beyond the single evaluation period by paying the License Fee and otherwise complying with the terms of this Agreement, Licensor grants to Licensee, and Licensee accepts from Licensor, a limited, royalty-free, personal, non-exclusive and non-transferable license to use the current version of Licensor''s Program Software. Licensee may install and use the Program Software for a single evaluation period, pursuant to the terms of this Agreement and for the length of time set by Licensor, or if Licensee already installed or began using the Program Software for the evaluation period, Licensee may continue using the Program Software after the free evaluation period has expired provided Licensee pays the Licensee Fee and otherwise continues to comply with the terms of this Agreement. Licensee acknowledges and agrees that from time to time Licensor may change the length of its free trial evaluation period, and Licensee has no right or claim whatsoever to any certain number of hours or days for their own single evaluation period. A description of the Program Software is included herein as Schedule A.
Unlicensed Use of the Program Software after the one free evaluation period is a breach of this Agreement, and is in violation of U.S. and international copyrights laws. Any use of the Program Software after the evaluation period has elapsed, without the purchase of a License by payment of the License Fee, is and shall be considered Unlicensed Use of the Program Software and a breach of this Agreement.
Section 3. Price and Payment.
Licensee shall make a one time payment to Licensor (the "License Fee") for the Program Software license pursuant to the payment terms offered to Licensee at time of purchase. The foregoing payment is due immediately upon any use of the Program Software after the expiration of the free evaluation period, or immediately upon actual purchase of a License by Licensee, whichever shall first occur. Licensee agrees and acknowledges that the payment referenced herein is non-refundable.
Section 4. Ownership of Program Software.
Licensor is the owner of the Program Software and all portions thereof and Licensor has the right to modify same and to grant Licensee a license for its use.
Section 5. Proprietary Rights of Licensor.
Licensee acknowledges that the Program Software is a valuable asset of Licensor. The Program Software is the exclusive property of Licensor, and title thereto remains in Licensor. Under the terms of this Agreement, Licensee is merely being granted a right to use the Program Software for a single evaluation period, or after payment to Licensor of the License Fee detailed in Section 3, the right to use the Program Software. The Program Software is owned by the Licensor, is copyrighted, and is being licensed under this Agreement and not sold. All applicable rights to patents, copyrights, trademarks, trade names, trade secrets, and all other proprietary rights in the Program Software shall remain in Licensor. The Licensor''s proprietary rights in the Program Software include, but are not limited to any images, photographs, animations, video, audio, music, text, data, program or software code, or any other legally protectable subject matter that makes up the Program Software. All rights of any kind in the Program Software which are not expressly granted in this Agreement are entirely and exclusively reserved to and by Licensor, and its successors, subsidiaries, and assigns.
Licensee shall not sell, transfer, publish, disclose, distribute, display, market, license, or otherwise make available the Program Software or copies thereof to third parties. Furthermore, Licensee may not reverse engineer, decompile, or disassemble the Program Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Licensee shall not remove or alter any copyright or other proprietary rights notices included in or affixed to the Program Software. Licensee agrees to secure and protect the Program Software in a manner consistent with the maintenance of Licensor''s rights therein.
Section 6. Acceptance.
The terms of this Agreement shall be deemed to have been accepted by Licensee when the Program Software or any portion thereof is installed, copied, accessed, or used by the Licensee, or upon Licensee expressly agreeing to the terms of this Agreement, or upon Licensee purchasing a License by paying the License Fee, whichever shall first occur.
Section 7. Limitations on Privacy Protections.
Licensee understands that while use of the Program Software does provide some computer-oriented privacy protections to Licensee, that Licensor is permitted to provide, and does not breach any right of Licensee under this Agreement or suffer any other liability to Licensee by providing any government or law enforcement agency with access to any materials, websites, programs, computer files, or audio-visual data that would otherwise be protected by Licensee''s use of the Program Software, when said government or agency in good faith requests such access. The Licensor''s cooperation with a government or law enforcement agency may include disclosing to said agency or authority the encryption key required to bypass the privacy protections otherwise provided by the Program Software to Licensee.
ANY USE OF THE PROGRAM SOFTWARE FOR ANY ILLEGAL PURPOSE OR TO AID OR ATTEMPT TO CONCEAL ANY ILLEGAL PURPOSE OR ENDEAVOR IS PROHIBITED.
Licensee further acknowledges that it is possible for the computer-oriented privacy protections provided by the Program Software to be circumvented, pierced, destroyed or avoided by a third party. LICENSEE AGREES THAT LICENSOR IS NOT LIABLE IN CONTRACT OR IN TORT FOR ANY PIERCING, AVOIDANCE, DESTRUCTION OR CIRCUMVENTION OF THE PRIVACY PROTECTIONS AFFORDED BY THE PROGRAM SOFTWARE BY ANY THIRD PARTY.
Section 8. Liability Disclaimer.
LICENSOR DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RESULTING FROM THE ACCESS OF ANY THIRD PARTY WEB SITES OR CONTENT, ANY USE OF PROGRAM SOFTWARE, OR ANY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH PROGRAM SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR OR ITS SUBSIDIARIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PROGRAM SOFTWARE OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE OR ANY OTHER PERSON MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR OR ANY OF ITS SUBSIDIARIES FOR ANY DAMAGES UNDER THIS AGREEMENT TO LICENSEE, ANY USER, OR ANY OTHER PERSON SHALL NOT EXCEED THE GREATER OF THE AMOUNT OF FEES ACTUALLY PAID BY LICENSEE FOR ANY USE OF THE PROGRAM SOFTWARE OR U.S.$10.00.
Section 9. Non-Warranted.
SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LICENSOR MAKES NO WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, LACK OF VIRUSES, AND NON-INFRINGEMENT, REGARDING THE PROGRAM SOFTWARE OR TECHINCAL SUPPORT, IF ANY. LICENSOR PROVIDES THE PROGRAM SOFTWARE AND TECHNICAL SUPPORT (IF ANY) AS IS AND WITH ALL FAULTS.
Section 10. Term and Termination.
This Agreement shall be effective as of the date the Licensee first installs, copies, accesses or uses the Program Software or any portion thereof, or upon Licensee expressly agreeing to the terms of this Agreement, or upon Licensee purchasing a License by agreeing to pay the License Fee, whichever shall first occur.
Licensor may immediately terminate the license granted under this Agreement, without any refund to Licensee whatsoever, if Licensee fails to comply with the terms of this Agreement, including but not limited to the use by Licensee of the Program Software to aid or conceal any illegal purpose or endeavor. If Licensor terminates Licensee''s rights under this Agreement as a result of Licensee''s non-compliance with the terms of this Agreement, Licensee must destroy all copies of the Program Software and all of its component parts.
Licensee expressly understands, acknowledges and agrees that Licensee is only granted one free evaluation period in which to use the Program Software, for a length of time specified by Licensor at the time of initial installation or use, and that upon the expiration of such period without the payment by Licensee of the License Fee, the License shall immediately terminate and be void and of no effect and any use after that date by Licensee shall be unauthorized use in violation of this Agreement and all applicable laws and treaties.
Section 11. Taxes and Other Matters
If any authority imposes a duty, tax, levy or fee, excluding those based on Licensor''s net income, upon the Program Software, then Licensee agrees to pay the amount specified or supply exemption documentation. Licensee is responsible for any personal property taxes for the Program Software from the date Licensee acquires it.
Licensee acknowledges that the Program Software is of United States origin, and Licensee agrees to comply with all applicable export and import laws and regulations, whether national or international, wherever they may apply.
Licensee agrees that the remedy at law for any breach or threatened breach of this Agreement by Licensee would, by its nature, be inadequate, and that in such case Licensor shall be entitled, in addition to damages, to a restraining order, temporary and permanent injunctive relief, specific performance and other appropriate equitable relief, without showing or providing that any monetary damage has been sustained and without providing a bond.
Section 12. Miscellaneous.
Licensor is not obligated to provide any updates, revisions, new versions, bug fixes, maintenance or support for the Program Software. Any such materials or services must be obtained pursuant to a separate agreement. If Licensor chooses to provide any of the foregoing in spite of this provision, Licensor expressly reserves its rights under this provision as to all other acts or failures to act.
This Agreement and performance hereunder shall be governed by the laws of the State of Arizona, and by the laws of the United States of America, as applicable. Furthermore, Licensor expressly claims its right to assert any copyright, patent, trademark, trade name, trade secret, or any other proprietary rights that arise under the laws of any nation or under any international treaty or agreement that is applicable or may hereafter become applicable to the substance of this Agreement or to the parties hereto.
No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one (1) year after the cause of action has arisen.
If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the remaining provisions of this Agreement shall remain in full force and effect.
Licensee may not assign, transfer, sub-license, rent or lease the Program Software, or Licensee''s rights, duties or obligations under this Agreement to any person or entity, in whole or in part.
Licensee agrees to allow Licensor to store and use information about Licensee, including names, phone numbers, and e-mail addresses, anywhere Licensor does business.
Licensor shall have the right to collect from Licensee its reasonable expenses incurred in enforcing this Agreement, including reasonable attorney''s fees incurred at the pre-trial, trial, post-trial, and appellate levels.
The waiver or failure of Licensor to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
This Agreement does not create any right or cause of action for any third party.
This Agreement may be translated into a language other than English, but this English version of the Agreement shall control the rights and obligations of the parties regardless of any subsequent translation and regardless of any reliance by any party upon such translation. All communications and notice relating to this Agreement shall be in English.
Except as otherwise stated herein, any provisions in this Agreement that by their sense and context are intended to survive the termination of this Agreement shall survive such termination. Notwithstanding the foregoing, any cause of action that Licensor may have against Licensee for breach of this Agreement prior to the date of termination shall survive such termination.
Each party acknowledges that it has read this Agreement, that it understands it, that it agrees to be bound by its terms and conditions, and that it further agrees that this is the complete and exclusive statement of the Agreement between the parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral or written, between the parties relating to the content of this Agreement.
The Program Software hides and restores a user account and its associated user profile and data. The Program Software monitors system state and hides the user account when not in use. The Program Software also monitors for user actions to activate the software or perform shutdown operations.