End User License Agreement
THIS AGREEMENT (THIS “AGREEMENT”) IS ENTERED INTO BETWEEN YOU (“YOU” OR THE “LICENSEE”) AND [NAME OF THE RESELLER] (”THE LICENSOR”) TO GOVERN YOUR ACCESS TO AND USE OF THE [nFilter/ onguard/ nclient] software product as the same may be amended or supplemented from time to time, (the “Software”). IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “ACCEPT”. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK “DECLINE” AND YOU WILL NOT BE AUTHORIZED TO ACCESS OR USE THE SOFTWARE. IF YOU ACCESS OR USE THE SOFTWARE WITHOUT COMPLYING WITH THIS ACCEPTANCE PROCEDURE, SUCH ACCESS OR USE SHALL ALSO CONSTITUTE ACCEPTANCE OF THIS AGREEMENT.
the terms AND CONDITIONS of this Agreement shall APPLY NOTWITHSTANDING ANY AGREEMENT THAT YOU MAY HAVE ENTERED INTO WITH THE RESELLER OR A THIRD PARTY AND SHALL PREVAIL IN THE EVENT of any inconsistency THEREWITH. For greater certainty, this Agreement shall continue in force notwithstanding the termination or expiration of such other agreement. You agree to advise the Licensor of your name, phone number, current mailing and email address and your facsimile number (if applicable) and to promptly notify the Licensor of any change to the same.
1. Licence Grant
The Licensor hereby grants to You a non-exclusive, revocable, non-transferable and non-sublicensable licence to use the Software in accordance with the terms and conditions of this Agreement.
2. Authorized Machines
You may use the Software only on a single computer. If You wish to use the Software on more than one computer then You must purchase an additional licence for each additional computer. Notwithstanding the foregoing: (a) such part of the Software that consists exclusively of parental controls may be installed on up to four computers and include up to four profiles on a single licence; and, (b) a copy of the Software may be used on a home or portable computer provided that the Software is not used at the same time on the primary computer.
For greater certainty, the Software may not be used on a computer network or through any remote access arrangement, i.e., at two or more locations without separate licences for each location.
3. Restrictions on Use
You shall not (a) make the Software available to, nor may You use the Software for the benefit of, anyone other than You; (b) make or distribute copies of the Software, sell, resell, license, sublicense, distribute, rent or lease the Software; (c) use the Software in a manner that breaches the rights of any third party or applicable laws; (d) use the Software to store or transmit viruses or other malicious software code; (e) interfere with or disrupt the integrity or performance of the Software; (f) attempt to gain unauthorized access to the Software or its related systems or networks; (g) share your password or other access credentials with anyone, or permit direct or indirect access to or use of the Software in a way that circumvents a contractual usage limit; (h) access or use the Software in order to build a competitive product or service; (i) reverse engineer the Software; (j) remove or modify any copyright, trademark or other proprietary notices that have been placed on the Software; (k) use the Software other than for its intended purposes; or (l) engage in any fraudulent activity with respect to the Software. In addition, unless You obtain the Licensor’s prior written consent, You may not access the Software for purposes of monitoring the availability, performance or functionality of the Software, for any other benchmarking or competitive purpose, or if You carry on business in competition with the Licensor.
4. Your Responsibilities
You shall (a) keep your password and other access credentials confidential, use commercially reasonable efforts to prevent unauthorized access to or use of the Software and notify the Licensor promptly of any such unauthorized access or use; and (b) use the Software only in accordance with applicable laws and regulations and all documentation, if any, provided by the Licensor regarding the use thereof.
5. Reservation of the Licensor’s Rights
Except as expressly set forth in this Agreement, no right, title or interest in or to the Software, including intellectual property rights of any kind whatsoever relating thereto, are granted to You pursuant to this Agreement other than as expressly set forth pursuant to section 1, above.
6. Advertisements
The Licensor may place advertisements, pop-ups, banners, charts, graphics, text, images, or other messages in any form or format, whether of Licensor or of any third party, on the Software, reports, and/or other documents, screens and/or other displays generated by or produced in connection with the Software.
7. Termination
This Agreement may be terminated for convenience by the Licensor without prior notice to the Licensee or by the Licensee upon thirty (30) days’ prior written notice to the Licensor. Upon termination, the Licensee shall stop using the Software forthwith. Data that has been uploaded to the Licensor’s system in connection with the Licensee’s use of the Software may remain on the Licensor’s system.
Upon termination of this Agreement, the Licensee shall delete all copies of the Software in its possession or under its control and, upon the Licensor’s request, an individual having the legal authority to do so for and on behalf of the Licensee shall certify to the Licensor, in such form as the Licensor may require, that the foregoing has been done.
Sections 3 (Restrictions on Use), 4 (Your Responsibilities), 5 (Reservation of Rights), 8 (Waiver of Product Warranty & Limitation of Liability) and 9 (General) shall survive termination or expiration of this Agreement in accordance with their terms.
8. Waiver of Product Warranty & Limitation of Liability
THE LICENSOR PROVIDES THE SOFTWARE “AS IS” WITHOUT ANY WARRANTY WHATSOEVER. THE LICENSEE ACKNOWLEDGES THAT THE FOREGOING LIMITATION IS AN IMPORTANT PART OF THIS AGREEMENT, WITHOUT WHICH THE LICENSOR WOULD NOT HAVE ENTERED INTO THIS AGREEMENT. THE LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE PRODUCTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE PRODUCTS SHALL BE DEEMED TO BE A WARRANTY FOR ANY PURPOSE OR TO GIVE RISE TO ANY LIABILITY OF THE LICENSOR WHATSOEVER. THE LICENSEE ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY WARRANTY OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT. UNDER NO CIRCUMSTANCES MAY THE LICENSOR BE LIABLE TO THE LICENSEE OR ANY THIRD PARTY FOR PRODUCT LIABILITY, WHETHER PURSUANT TO CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, NOR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF THE LICENSOR HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE LICENSEE’S SOLE REMEDY AGAINST THE LICENSOR WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL BE THE LICENSEE’S TERMINATION OF THIS AGREEMENT.
9. General
Acknowledgement. You acknowledge and agree that You have read and understood this Agreement and are bound to all terms and conditions set forth herein.
Choice of Law. This Agreement shall be governed by the laws of the Province of Ontario, Canada and the parties hereby irrevocably attorn to the exclusive jurisdiction of the courts thereof.
Export controls. The Licensee shall not export the Software in contravention of Dutch, Canadian or United States laws or regulations and represents and warrants that it is not a national of any jurisdiction that is subject to an embargo pursuant to such laws or regulations.
Waiver. The failure or delay of either party to this Agreement to exercise or enforce its rights hereunder shall not operate as a waiver of that right or preclude the subsequent exercise or enforcement thereof.
Severability. If any provision of this Agreement is held to be invalid, illegal or otherwise unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Any questions or other communications concerning the Software or this Agreement may be directed to Netsweeper Netherlands Coöperatief U.A. at legal@netsweeper.com or to the address appearing at netsweeper.com.
Version 22-06