RIGHTS TO THE PRODUCT
You acknowledge that Datto and its licensors own all intellectual property rights in and to the Product. You will not engage in or authorize any activity that is inconsistent with such ownership.
The Product may involve the use of third party technology licensed by Datto, the use of which is subject to such third parties’ license or other customer terms. These terms are attached hereto as Exhibit A.
DATTO’s RIGHTS AND RESPONSIBILITIES REGARDING CONTENT
Use of Aggregate Data. Notwithstanding anything else in these Terms or otherwise, Datto may evaluate and process use of the Product and Content in an aggregate and anonymous manner, and compile statistical and performance information related thereto (referred to as “Aggregate Data”). Datto may use and share such Aggregate Data to improve the Products, develop new products, understand and/or analyze usage, demand, and general industry trends, develop and publish white papers, reports, and databases summarizing the foregoing, and generally for any purpose related to Datto’s business. Datto retains all intellectual property rights in Aggregate Data. For clarity, Aggregate Data does not include any personally identifiable information nor identify any Content Owner or individual.
Datto will interact with the Administrator(s) you authorize to operate and manage use of the Product with your Content. You are not a third party beneficiary of any agreement between Datto and an Administrator.
An Administrator is not an agent of Datto and is not authorized to make any representations or warranties on behalf of Datto regarding the Product or its use.
You are responsible for instructing and authorizing the Administrator with respect to use of the Product including backup settings, management of Content, deletion of Content, and transition of Product or Content to a different Administrator, and transition assistance and cooperation upon termination or expiration of any relationship between or among Administrator, you and/or Datto.
You expressly agree that Datto may rely on the instructions and authorization of the Administrator with respect to use and support of the Product and access and control of your Content.
Datto has implemented and maintains physical, technical and administrative measures designed to help secure Content under Datto’s control against accidental or unlawful loss, access or disclosure. However, no password-protected system of data storage and retrieval can be made entirely impenetrable and you acknowledge and agree that despite the reasonable measures employed, the Products and Content are not guaranteed against all security threats or other vulnerabilities.
You acknowledge and agree that the Administrator you authorize to manage use of the Product with your Content has access to and manages your Content. You and/or the Administrator are responsible, and in no event will Datto be responsible, for any physical, administrative, or technical controls related to Products or Content not under the exclusive control of Datto, including but not limited to local Product access, LAN or internet connectivity. You and/or the Administrator are responsible for the proper configuration and maintenance of security measures and for determining the security measures appropriate for the Content, including local encryption of sensitive Content.
LIMITATIONS OF LIABILITY
THE DATTO PRODUCT, INCLUDING ANY THIRD PARTY COMPONENTS OR TECHNOLOGY, ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DATTO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, DATA SECURITY, QUIET ENJOYMENT, TITLE, AND/OR NON-INFRINGEMENT OR ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. DATTO DOES NOT WARRANT THAT THE PRODUCT WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF ANY PRODUCT WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.
DATTO MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PRODUCT’S COMPLIANCE WITH LAWS AND REGULATIONS SPECIFICALLY APPLICABLE TO ANY USER OR INDUSTRY AND DISCLAIMS ALL LIABILITY ASSOCIATED THEREWITH.
THE PRODUCT MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER RISKS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DATTO IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
DATTO DISCLAIMS ANY DUTIES OF A BAILEE, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE, TRANSMISSION OR SHIPMENT OF CONTENT BY OR ON BEHALF OF DATTO.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT WILL DATTO OR ANY DATTO LICENSOR OR SUPPLIER BE LIABLE FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR COSTS, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, COSTS OF DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR THE COST OF RECREATING THE SAME, EVEN IF DATTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DATTO BE LIABLE FOR THE PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DATTO, ANY RESELLER, ADMINISTRATOR OR OTHER PARTY WILL CREATE ANY ADDITIONAL DATTO WARRANTIES, ABROGATE THE DISCLAIMERS SET FORTH ABOVE OR IN ANY WAY INCREASE THE SCOPE OF DATTO’S OBLIGATIONS HEREUNDER.
MSP SERVICES AGREEMENT MINIMUM CUSTOMER TERMS
TERMS AND CONDITIONS REGARDINIG USE OF STORAGECRAFT SOFTWARE: This document concerns your use of StorageCraft Technology ("StorageCraft") software provide to you by ________________________________________________ (hereinafter referred to as "Company"). Company will provide software services to you as described below, which may include associated media, printed materials, and "online" or electronic documentation, including certain StorageCraft software products that it offers on an MSP basis, including without limitation ShadowSnap® (individually and collectively, the "Licensed Software"). Company does not own the Licensed Software and its use is subject to certain rights and limitations of which Company needs to inform you. Your right to use the Licensed Software is subject to your customer service agreement ("agreement") with Company and your compliance with and consent to the following terms and conditions, which Company does not have authority to alter or amend.
OWNERSHIP OF LICENSED SOFTWARE. The Licensed Software is licensed to Company by StorageCraft. All title and intellectual property rights in and to the Licensed Software are owned by StorageCraft or its licensors. The Licensed Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Your possession, access, or use of the Licensed Software does not transfer to you any ownership right to the Licensed Software.
COPIES. You may not make any copies of the Licensed Software. You must uninstall, erase or destroy all Licensed Software installed on your computer(s) upon termination or cancellation of your agreement with Company, notice from Company, or transfer of your computer(s) to another person or entity, whichever occurs first. You may not copy any printed materials accompanying the Licensed Software.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the Licensed Software, except and only to the extent that applicable law, notwithstanding this limitation, expressly permits such activity.
NO RENTAL. You may not rent, lease, lend, pledge, or directly or indirectly transfer or distribute the Licensed Software to any third party, and you may not permit any third party to have access to and/or use the functionality of the Licensed Software.
TERMINATION. Without prejudice to any other rights, Company may suspend or terminate your rights to use the Licensed Software if you fail to comply with these terms and conditions. Further, your rights to use the Licensed Software may be suspended or terminated in the event that Company violates its agreement with StorageCraft or that Agreement is otherwise terminated. In the event of suspension, termination or cancellation, the functionality of the Licensed Software may cease, the Licensed Software may deactivate, and/or you may be required to stop using the Licensed Software and destroy all copies of the Licensed Software and all of its component parts.
COOPERATION. Upon termination of your rights to use the Licensed Software, you will cooperate in: (a) removing or deactivating all copies of the Licensed Software from your computers on which it is installed; and (b) returning or destroying all media containing the Licensed Software.
NO WARRANTIES, LIABILITIES, OR REMEDIES BY STORAGECRAFT. ANY WARRANTIES, LIABILITY FOR DAMAGES, AND REMEDIES ARE PROVIDED SOLELY BY COMPANY AND NOT BY STORAGECRAFT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU DISCLAIM ALL WARRANTIES BY STORAGECRAFT AND ANY LIABILITY BY STORAGECRAFT OR ITS SUPPLIERS FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OF THE LICENSED SOFTWARE OR YOUR AGREEMENT OR RELATIONSHIP WITH THE COMPANY.
PRODUCT SUPPORT. Any product support for the Licensed Software is provided to you by Company and not by StorageCraft.
NO-FAULT TOLERANT. THE LICENSED SOFTWARE CONTAINS TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY OR ENVIRONMENTAL DAMAGE.
EXPORT RESTRICTIONS. The Licensed Software is of U.S. origin for purposes of U.S. export control laws. You agree to comply with all applicable international and national laws that apply to the Licensed Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
UNITED STATES GOVERNMENT RESTRICTED RIGHTS RESTRICTED RIGHTS LEGEND. All StorageCraft products and documentation are commercial in nature. The Licensed Software and associated documentation are "Commercial Items", as that term is defined in 48 C.F.R. section 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as defined in 48 C.F.R. section 252.227-7014(a)(5) and 48 C.F.R. section 252.227-7014(a)(1), and used in 48 C.F.R. section 12.212 and 48 C.F.R. section 227.7202, as applicable. Consistent with 48 C.F.R. section 12.212, 48 C.F.R. section 252.227-7015, 48 C.F.R. section 227.7202 through 227.7202-4, 48 C.F.R. section 52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable, the Licensed Software and documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained In the end user license agreement.
LICENSE AGREEMENT: TERMS AND CONDITIONS OF USE
IMPORTANT NOTICE. THIS LICENSE AGREEMENT (THE "AGREEMENT') IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND KROLLONTRACK INC. OR ANY SUBSIDIARY. AND ITS THIRD PARTY LICENSORS ("KROLL ONTRACK"). BY INSTALLING OR USING THIS SOFTWARE OR ASSOCIATED HARDWARE COMPONENTS IN ANY WAY YOU ACKNOWLEDGE THAT YOU HAVE READ. UNDERSTAND AND AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU 00 NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THIS SOFTWARE AND ASSOCIATED HARDWARE COMPONENTS IN ANY WAY.
LICENSE GRANT. Subject to the terms and conditions of this Agreement Including the payment of license fees. Kroll On track grants you a limited. non-exclusive, non-transferable and non-sublicensable license to use this software and any upgrades, agents or add-on components (collectively, the "Software"), its associated user guides, installation guides or supplemental guides (collectively, the "Documentation") and any associated dongles, license keys or other enforcement mechanisms ("Authentication Component") for your own internal business purposes. The Software may only be used on the designated server environments for which you paid a license fee and is subject to the limitations set forth in this Agreement and the Documentation. Such use including but not limited to capacity or duration of license, shall be authorized pursuant to a document, quote or invoice (an "Order") provided by Kroll Ontrack or its authorized reseller or distributor. Such Order shall incorporate all of the terms and conditions of this Agreement. You may not exceed the authorized use without the payment of additional license fees.
Trial License. If a trial version of the Software is obtained from Kroll Ontrack or its authorized resellers or distributors, the Software may be used for evaluation purposes only and is subject to the terms and conditions of this Agreement. The trial version of the Software may be used as of the date of delivery for a period of thirty (30) days unless terminated earlier with or without cause by either party. Upon expiration or termination of the trial version of the Software, all rights granted to you will terminate and you shall discontinue all use of the Software unless you purchase an authorized license pursuant a valid Order. If you choose not to purchase a license, the trial version of the Software must be destroyed including all copies thereof.
MSP License. If you are a service provider or managed service provider ( collectively. "MSP") that provides software and systems management services to third parties, you may, subject to the terms and conditions of this Agreement, use the Software, Documentation and any associated Authentication Component in the performance of the foregoing services for a single customer at any one time. In the event that the MSP deploys and uses the Software through a hosted environment, the MSP shall provide the name and location of their customer for whom the Software will be used. Deployment for the purposes of servicing multiple customers concurrently per Software license is prohibited. MSP shall not permit their customers to access and/or use the Software directly, either via a hosted software solution or a hosted or leased hardware solution.
Third Party Use. If you license the Software for your internal business purposes but contract with a third party to perform services such as network management, monitoring. Implementation, consulting or other outsourcing services for you (the "Consultant"), the Consultant may use the Software and Documentation licensed by you solely for your benefit in the performance of such contract, provided, however, that you ensure that the Consultant uses the Software, Documentation and/or Authentication Component in accordance with the terms of this Agreement. You shall be liable to Kroll Ontrack for the acts and omissions of the Consultant in connection with their use of the Software, Documentation and/or Authentication Component.
Notwithstanding the foregoing, a MSP or Consultant shall not use the Software, including any Authentication Component if applicable, for its own internal business use.
LICENSE RESTRICTIONS. You shall 001: (a) remove any product identification, copyright notices, or other notices or proprietary restrictions from this Software: (b) sell, lease, rent, copy, or distribute this Software. Documentation and any associated Authentication Component to another except as expressly permitted herein; (c) cause or permit reverse engineering, disassembly. decompilation or alteration of this Software except to the extent such restriction is expressly prohibited by applicable law; or (e) use the Software for competitive analysis purposes. You may make one copy of the Software and Documentation solely for backup or archival purposes. You may not copy any Authentication Component.
ASSIGNMENT. You may not assign or transfer the rights or obligations under this Agreement to another party without the express written consent of Kroll Ontrack. Any attempt to assign the Agreement without Kroll Ontrack's consent shall be null and void.
TERM. Your license to use the Software is effective until terminated. Your failure to comply with any term or condition of this Agreement. including failure to pay the appropriate license fees, shall result in termination of your license to use the Software. Documentation and any associated Authentication Component(s). Upon termination. you shall discontinue all use of the Software. destroy the Software and Documentation. together with all copies thereof, and return any associated Authentication Component(s).
COPYRIGHT/OWNERSHIP. This Software, its source code, the Documentation and any associated Authentication Component are proprietary products of Kroll On track and are protected by copyright and other intellectual property laws. The Software is licensed and not sold. You acquire only the right to use the Software and do not acquire any rights. express or implied. in the Software or media containing the Software other than those specified in this Agreement. Kroll On track shall at all times retain all rights, title. interest. including intellectual property rights. in the Software and media, Documentation and any associated Authentication Components.
TRADEMARKS. Ontrack, PowerControls and other Kroll Ontrack brand and product names referred to herein are trademarks or registered trademarks of Kroll Ontrack Inc. and/or its parent company, Kroll lnc., in the United States and/or other countries. All other brand and product names are trademarks of their respective owners.
EXPORT RESTRICTIONS. You agree to comply fully with all laws and regulations of the United States and other countries (Export Laws) to assure that neither the Software. Documentation nor any associated Authentication Component, are (I) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws, including, without limitation, nuclear, chemical, or biological weapons proliferation.
None of the Software or underlying information or technology, Documentation or any associated Authentication Component, may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
AUDIT RIGHTS. You shall maintain accurate records containing all necessary data required for verification of compliance with the terms of this Agreement. Kroll Ontrack may, during normal business hours, and upon reasonable prior notice to you, audit and analyze your records to verify compliance hereunder.
DISCLAIMER OF WARRANTIES. THIS SOFTWARE, DOCUMENTATION AND ANY ASSOCIATED AUTHENTICATION COMPONENT IS DISTRIBUTED 'AS IS' AND YOU, ITS USER, ASSUME ALL RISKS WHEN DOWNLOADING OR USING IT, THERE ARE NO WARRANTIES EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. KROLL ONTRACK DISCLAIMS TIlE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. KROLL ONTRACK DOES NOT WARRANT THAT THE SOFTWARE IS NON-INFRINGING, THAT IT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE.
LIMITATION OF LIABILITY. IN NO EVENT SHALL KROLL ONTRACK BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING DIRECT. INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE WITHOUT LIMITATION. DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION. OR OTHER PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY. ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF KROLL ONTRACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR UMIT ATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. SO THE ABOVE LIMITATION OR EXCLUSION MA Y NOT APPLY TO YOU.
MISCELLANEOUS. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions, The Agreement is governed by the laws of the State of Minnesota as applied to agreements between Minnesota residents entered into and to be performed entirely within Minnesota, and each party hereto submits to the exclusive jurisdiction of the Courts of that Stale. Each party, on behalf of itself and its affiliates, to the fullest extent permitted by law, knowingly, voluntarily, and intentionally waives its right to a trial by jury in any action or other legal proceeding arising out of or relating to this Agreement. The foregoing waiver applies to any action or legal proceeding, whether sounding in contract, tort or otherwise. Each party, on behalf of itself and its affiliates, also agrees not to include any employee, officer or director of the other party or its affiliates as a party in any such action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. This is the entire agreement between you and Kroll Ontrack, which supersedes any prior or subsequent agreement including your purchase order terms, whether written or oral, relating to this subject matter.
GOVERNMENT USE. The Software and Authentication Components include "commercial computer software" and related documentation within the meaning of Federal Acquisition Regulation ("FAR") 2. I01, 12.212, IIOd27.405-3 and Defense Federal Acquisition Regulations Supplement ("DFARS") 227.7202 and 152.227-7014(a)(I). The Software and Authentication Components are proprietary to Kroll Ontrack and its third party licensors. You shall ensure that all users, including, but not limited to employees. personnel, representatives or agents of the U.S. Government, are permitted to use the Software and Aulhentication Components only as expressly authorized under this Agreement. In accordance with FAR 12.212 and DFARS 227.7202, neither you nor any government agency or entity shall receive any ownership, license, or other rights in and to the Software and Authentication Components other than the commercial software license rights expressly set forth herein.
Contractor/manufacturer is Kroll Ontrack Inc., 9023 Columbine Road. Eden Prairie. MN 55347.
Paragon Software Group Corporation
Scope of Agreement
IMPORTANT-- READ THIS CAREFULLY. This End User License Agreement ("EULA") is a legally binding contract between Paragon Software Group Corporation ("Paragon") and you ("You"), the recipient of certain Licensed Product (defined below) from Paragon. This EULA sets terms and conditions for Your use of that Licensed Product. IT CONTAINS WARRANTY AND LIABILITY DISCLAIMERS. BY INSTALLING, COPYING OR OTHERWISE USING THE LICENSED PRODUCT, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THOSE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE LICENSED PRODUCT.
The software product accompanying this EULA (“Software”) and all affiliated materials, including handbooks, program descriptions, instruction manuals, and/or other information material (collectively "the Licensed Product") are copyrighted and proprietary to Paragon. Any copy protection present in the Licensed Product, a copyright notice, a registration number recorded in it and/or other features serving to identify the mechanism or characteristic of the Licensed Product shall not be removed, modified, or de-activated. The Licensed Product is licensed, not sold. While Paragon owns the Licensed Product, You will have certain rights to use it after You accept this EULA.
Scope of License
Unless determined otherwise, Paragon grants You the simple right to install the Licensed Product on a device and use it for an unlimited period of time. The right to use is limited to the Software’s object code. It will expire if You violate the conditions of use established in this EULA. Paragon is not obligated to provide You with the source code of the Software. Unless determined otherwise in the following, the acquisition of this Licensed Product does not entitle You to provide, install and/or run the Licensed Product on multiple devices at once, create and/or distribute copies of the Licensed Product, transfer the Licensed Product from one device to another by electronic means or over a network after its original download or installation on a device, modify, decompile, adapt or translate the Licensed Product or combine with other software, or decompile, reverse engineer, reengineer, disassemble or otherwise reduce the Software to a human-perceivable form. The right to use is limited to the specific Licensed Product acquired in the respective version thereof and does not extend to subsequent versions of the Licensed Product. The EULA does not provide any rights to grant a sublicense to the Licensed Product to third parties. Paragon reserves all further rights, in particular the rights to dissemination, duplication and publication.
Special forms of use
An acquisition in the form of the granting of a pay-per-use license entitles You to run or use the Licensed Product on a one-time basis only; further use of the Licensed Product is not permitted. The acquisition of the Licensed Product under the stipulation of a particular term of contract only entitles You to use the Licensed Product until the term of contract expires. The acquisition of a technician license of the Licensed Product entitles You to use the Licensed Product on different systems, as long as the Licensed Product is not used on multiple systems simultaneously. The acquisition of a site license (multi-station license) of the Licensed Product entitles You to use the Licensed Product on an unlimited number of computers at a particular company site, while the acquisition of a company license of the Licensed Product entitles You to use the Licensed Product on all computers at all sites of the company. The use of free Licensed Product from print media or online media allows private use only, unless a separate agreement for commercial purposes of use provides otherwise. Commercial use is not permitted.
YOU SHALL NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE LICENSED PRODUCT OR ANY PART THEREOF.
You agree that You will not use or otherwise export or re-export any Licensed Product except as authorized by United States laws.
Warranties and Disclaimers
Paragon warrants that the media on which the Licensed Product is distributed will be free from defects for a period of fifteen (15) days from the date of delivery of the Licensed Product to You. Your sole remedy in the event of a breach of this warranty will be that Paragon will, at its option, replace any defective media returned to Paragon within the warranty period or refund the money You have paid for the Licensed Product.
THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
Paragon is in no way responsible for malfunctions or damage caused by modification of the Licensed Product or the use of the Licensed Product in conjunction with hardware configurations, platforms or operating systems other than the recommended or intended hardware configuration, platform or operating system. Any liability for defects for alpha/beta versions (pre-release versions) of the Licensed Product relinquished free of charge is excluded.
IN NO EVENT WILL PARAGON OR ITS LICENSORS BE LIABLE TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, EVEN IF PARAGON OR A LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
PARAGON MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY THAT USE OR RESULTS OF THE USE OF THE LICENSED PRODUCT WILL BE ACCURATE, RELIABLE, CURRENT, UNINTERRUPTED OR WITHOUT ERRORS, OR THAT THE LICENSED PRODUCT WILL BE FREE FROM LOSS, DESTRUCTION, DAMAGE, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND PARAGON DISCLAIMS ANY LIABILITY RELATING THERETO. YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR OWN COMPUTER SYSTEM. WITHOUT PRIOR NOTICE, PARAGON MAY MODIFY, SUSPEND, OR DISCONTINUE THE LICENSED PRODUCT. WHENEVER PARAGON ELECTS TO MODIFY, SUSPEND, OR DISCONTINUE THE LICENSED PRODUCT, IT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY.
WHENEVER YOU USE THE LICENSED PRODUCT, YOU WILL INDEMNIFY AND HOLD PARAGON, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO (A) ANY SUITS OR CLAIMS ARISING OUT OF YOUR BREACH OF THIS EULA, INCLUDING, BUT NOT LIMITED TO, ANY INFRINGEMENT BY YOU OF THE COPYRIGHT OR INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; (B) YOUR USE OF THE PARAGON PRODUCTS; OR (C) ANY ACTION TAKEN BY PARAGON AS PART OF ITS DUE DILIGENCE REGARDING A SUSPECTED VIOLATION OR AS A RESULT OF ITS DETERMINATION THAT A VIOLATION OF THIS EULA HAS OCCURRED.
Term of License
This EULA remains in force for as long as You use the Licensed Product in compliance with the terms herein.
Your rights under this EULA terminate without notice from Paragon if You fail to comply with any provision hereof. If at any time Paragon discovers You are not in compliance with this EULA, it may without further notice to You or obligation to allow a cure period require You to return all media containing Licensed Product and to remove the Licensed Product and all files created by it from any systems on which it was installed, in a way that guarantees non-recoverability and, upon demand by Paragon, to confirm compliance with these requirements in writing under penalty of perjury.
This EULA If may not be modified, varied or altered, unless agreed upon in writing by Paragon.
This EULA is governed by and interpreted in accordance with the laws of the state of California, USA. The exclusive jurisdiction for any claim, action or dispute with Paragon or relating in any way to Your use of the Licensed Product shall be in the state and federal courts of the State of California and the venue for the adjudication or disposition of any such claim, action or dispute shall be in Orange County, California, USA.
You acknowledge that you have read this EULA, understand it, and that by using the Licensed Product you agree to be bound by this EULA's terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between Paragon and You, and supersedes any proposal or prior agreement, oral or written, and any other communication between Paragon and You relating to its subject matter. No additional or any different terms will be enforceable against Paragon unless Paragon gives its express consent, including an express waiver of the terms of this EULA, in writing signed by an officer of Paragon. You assume full responsibility for the use of the Licensed Product and agree to use the Licensed Product legally and responsibly in compliance with the terms of this EULA.
Should any provision of this EULA be declared unenforceable in any jurisdiction, that provision shall be deemed severable and shall not affect the remainder hereof. Paragon reserves all rights in the Licensed Product not specifically granted to You in this EULA.
EULA Version: February 2012