End user agreement for Change IP
Private Proxy License Agreement
Private Proxy 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
Private Proxy Software License Agreement
AGREEMENT by and between PRIVACY PARTNERS, LLC (the "Licensor"), and You the Customer (the "Licensee").
This Agreement defines the specific rights and obligations that You, as Licensee, are acquiring concerning the Private Proxy Software. The Private Proxy Software is protected by intellectual property laws and treaties. The Private Proxy Software is licensed, not sold.
BY INSTALLING, COPYING, ACCESSING, OR USING THE PRIVATE PROXY 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, OR USE THE PRIVATE PROXY 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 Private Proxy 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, or uses the Private Proxy Software or any portion thereof.
"Licensor" is Privacy Partners, 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.
Proxy Service is an internet proxy server and related services offered by Licensor to Licensee for a monthly fee.
"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 Private Proxy Software. Licensee may install and use the Private Proxy Software, pursuant to the terms of this Agreement, for the duration of Licensee's paid account to the Proxy Service offered by Licensor and for so long as Licensee continues to comply with the terms of this Agreement and any applicable Terms of Service for the Proxy Service. Licensee may only install or use the Private Proxy Software in conjunction with a paid account in Licensor's Proxy Service and not for any other purpose. A description of the Private Proxy Software is included herein as Schedule A.
Unlicensed Use of the Private Proxy Software is a breach of this Agreement, and is in violation of U.S. and international copyrights laws. Any use of the Private Proxy Software after termination of Licensee's account with Licensor's Proxy Service is and shall be considered Unlicensed Use of the Private Proxy Software.
Section 3. Consideration.
As a condition to the installation, accessing, copying, use, or continued use of the Private Proxy Software, and the granting of the License described herein, Licensee agrees to maintain a paid account with Licensor's Proxy Service, to timely pay any and all fees due Licensor related thereto, and to comply with the terms of this Agreement and any Terms of Service related to the Proxy Service.
Section 4. Ownership of Private Proxy Software.
Licensor is the owner of the Private Proxy 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 Private Proxy Software is a valuable asset of Licensor. The Private Proxy 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 Private Proxy Software. The Private Proxy 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 Private Proxy Software shall remain in Licensor. The Licensor's proprietary rights in the Private Proxy 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 Private Proxy Software. All rights of any kind in the Private Proxy 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 Private Proxy Software or copies thereof to third parties. Furthermore, Licensee may not reverse engineer, decompile, or disassemble the Private Proxy 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 Private Proxy Software. Licensee agrees to secure and protect the Private Proxy 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 Private Proxy 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.
Section 7. Limitations.
Licensee understands that while use of the Private Proxy Software in conjunction with Licensor's Proxy Service 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 Private Proxy Software, when said government or agency makes a legal request such access. The Licensor's cooperation with a government or law enforcement agency may include disclosing to said agency or authority encryption keys or other information required to bypass the privacy protections otherwise provided by the Private Proxy Software.
ANY USE OF THE PRIVATE PROXY SOFTWARE FOR ANY ILLEGAL PURPOSE OR TO AID OR ATTEMPT TO CONCEAL ANY ILLEGAL PURPOSE OR ENDEAVOR IS STRICTLY PROHIBITED.
Licensee further acknowledges that it is possible for the computer-oriented privacy protections provided by the Private Proxy 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 PRIVATE PROXY 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 PRIVATE PROXY SOFTWARE, OR ANY USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH PRIVATE PROXY 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 PRIVATE PROXY 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 PRIVATE PROXY SOFTWARE OR U.S.$5.00.
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 PRIVATE PROXY SOFTWARE OR TECHINCAL SUPPORT, IF ANY. LICENSOR PROVIDES THE PRIVATE PROXY 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 Private Proxy Software or any portion thereof, or upon Licensee expressly agreeing to the terms of this Agreement, whichever shall first occur.
Licensor may immediately terminate the License granted under this Agreement if Licensee fails to comply with the terms of this Agreement or any Terms of Service related to the Proxy Service. If Licensor terminates Licensee's rights under this Agreement (or terminates Licensee's account with the Proxy Service), Licensee must immediately uninstall and destroy all copies of the Private Proxy Software and all of its component parts.
Licensee acknowledges and agrees that the termination of Licensee's account in Licensor's Proxy Server for non-payment or for any other reason whatsoever, shall immediately terminate the License granted hereunder and the License shall 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 Private Proxy Software, then Licensee agrees to pay the amount specified or supply exemption documentation. Licensee is responsible for any personal property taxes for the Private Proxy Software from the date Licensee acquires it.
Licensee acknowledges that the Private Proxy 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 Private Proxy 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 Florida, 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 Private Proxy 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.