End user agreement for Professional Mobile SafePatrol
IMPORTANT: READ THIS AGREEMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN SAFEPATROL SOLUTIONS INC. ("SAFEPATROL") AND YOU (ACTING AS AN INDIVIDUAL OR, IF APPLICABLE, ON BEHALF OF THE INDIVIDUAL ON WHOSE COMPUTER THE SOFTWARE IS INSTALLED). IF YOU CLICK THE "I ACCEPT THE AGREEMENT" OPTION OR INSTALL THE
SOFTWARE PRODUCT ACCOMPANYING THIS AGREEMENT (THE "SOFTWARE") YOU WILL BE BOUND BY THIS AGREEMENT. You are not required to accept these terms but, unless and until you do, the Software will not install and you will not be authorized to use the Software. If you do not wish to agree to these terms, please click "I DO NOT ACCEPT THE AGREEMENT" and click "CANCEL".
ANY COMMERCIAL USE OF THE SOFTWARE, AND ANY RESALE OR FURTHER DISTRIBUTION OF THE SOFTWARE, OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT, CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT LAWS.
NOTICE: THE SOFTWARE MAY CONTAIN A "TIME OUT" FEATURE THAT WILL RENDER THE SOFTWARE INOPERATIVE AT THE END OF THE TERM (AS DEFINED BELOW).
END USER SOFTWARE LICENSE AGREEMENT
1. License Grant; Related Provisions.
a. Grant of a Single User License. SafePatrol, subject to the terms and conditions of this Agreement, hereby grants to you a non-exclusive and non-transferable license during the Term to use the Software (i) solely in executable or object code form, on a single computer, and (ii) solely for your personal use and not for purchase, sale or delivery of any product or service to a third party or other commercial or business purpose, if not explicitly stated in the terms of using the Software otherwise.
b. Limitations. You shall not, and shall not permit any third party to, (i) duplicate the Software for any purpose other than as reasonably necessary to use the same as contemplated by this Agreement; (ii) except for temporary transfer in the event of computer malfunction, install the Software on a second computer;; (iii) except as expressly authorized by law, reverse engineer, disassemble, decompile, translate, reconstruct, transform or extract the Software or any portion of the Software (including without limitation any related malware signatures and malware detection routines); (iv) except as expressly authorized by law, change, modify or otherwise alter the Software (including without limitation any related malware signatures and malware detection
routines); (v) transfer, pledge, rent, share or sublicense the Software other than in connection with the sale or other transfer of the computer on which it is initially installed; (vi) grant any third party access to or use of the Software on a service bureau, timesharing, subscription service, rental or application service provider basis or otherwise; or (vii) defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the installation or use of copies of the Software.
c. Updates. SafePatrol, from time to time during the Term, will provide updates to the Software. Updates will be deemed Software for all purposes under this Agreement. You acknowledge that you must routinely download and permit installation of Updates in order to obtain maximum benefit from the Software.
2. Term; Termination. The term of this Agreement (the "Term") will commence on the date you download the Software, and will continue until terminated by either party in accordance. You may terminate this Agreement at any time by deinstalling the Software and destroying all copies of the Software in your possession or control. SafePatrol may terminate this Agreement at any time for any reason or no reason. SafePatrol will make commercially reasonable efforts to provide notice of termination through a dialog box displayed by the Software when the Software attempts to download an Update, but no such notice will be required in order for SafePatrol's termination to be effective.
3. Ownership. SafePatrol reserves all rights in the Software not expressly granted by this Agreement. All copyrights, trademarks and other conceivable intellectual property rights in and to the Software (including, but not limited to, malware descriptions and other data files, images appearing in the Software and screen displays as well as any and all documentation relating to the Software) are owned by SafePatrol or its licensors, and are protected by Canada, United States and foreign copyright laws, international treaties and other applicable laws. Any copy of the Software you are allowed to make pursuant to this Agreement must contain the entire copyright and other notices included with the original copy of the Software.
4. No Warranties. SAFEPATROL DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, MEDIA AND ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTY OF NONINFRINGEMENT. SAFEPATROL DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE SOFTWARE WILL PROVIDE 100% PROTECTION. YOUR RELIANCE ON THE AVAILABILITY OR ACCURACY OF THE SOFTWARE SHALL BE ENTIRELY AT YOUR OWN RISK.
5. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SAFEPATROL OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER, WITHOUT REGARD TO CAUSE OR THEORY OF LIABILITY
(INCLUDING, WITHOUT LIMITATION, DAMAGES INCURRED FOR LOSS OF BUSINESS PROFITS OR REVENUE, LOSS OF PRIVACY, LOSS OF USE OF ANY COMPUTER OR SOFTWARE INCLUDING THE SOFTWARE, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT OR THE SOFTWARE PROVIDED HEREUNDER, EVEN IF SAFEPATROL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SAFEPATROL'S LIABILITY RELATED TO THE SOFTWARE EXCEED FIVE DOLLARS (US$5.00). THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
a. Notice. SafePatrol may deliver any notice required by this Agreement via pop-up window, dialog box or other device, even though you may not receive the notice unless and until you launch the Software. Any such notice will be deemed delivered on the date SafePatrol first makes it available through the Software, irrespective of when you actually receive it.
c. Canada Government License. Any Software provided to the Canada Government is provided with the commercial license rights and restrictions described elsewhere herein. SafePatrol reserves all unpublished rights under the Canada copyright laws.
d. Complete Agreement. This Agreement constitutes the complete Agreement between the parties and supersedes all previous communications and representations or agreements, either oral or written, with respect to the subject matter hereof.
e. Amendments; Waiver. This Agreement may not be modified or changed in whole or in part in any manner other than by an Agreement in writing duly signed by both parties hereto. SafePatrol's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
f. Severability. The parties desire and intend that all of the provisions of this Agreement be enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstances is, to any extent, construed to be illegal, invalid or unenforceable, in whole or in part, then such provision will be construed in a manner to permit its enforceability under applicable law to the fullest extent permitted by law. In any case, the remaining terms of this Agreement or the application thereof to any person or circumstance, other than those that have been held illegal, invalid or unenforceable, will remain in full force and effect.
g. Governing Law. This Agreement will be governed by the laws of Canada, Ontario. The exclusive jurisdiction for any dispute will be state or federal courts sitting in the Province of Ontario, Canada.
h. Export Controls. You acknowledge that portions of the Software are of Canada origin. You agree to comply with all applicable Canada and international laws governing export and reexport of the Software, including the Canadian Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by Canada and other governments.
i. SafePatrol does not guarantee complete and/or successful deletion of all files on a computer where Mobile SafePatrol is installed. For example, so-called system files, special files, or files that are in use by another program may not be deleted using Mobile SafePatrol.
j. SafePatrol is not responsible if you louse data on a computer where Mobile SafePatrol is installed. This is your own responsibility for safeguarding your data, e.g. periodically making a copy of your data.
h. Language. This Agreement was originally prepared in the English language. Although SafePatrol may provide one or more translations for your convenience, the English version will control in the case of any conflict or discrepancy.