End user agreement for Netintelligence Broadband Security Suite
SUBSCRIPTION SERVICE AND END-USER LICENSE AGREEMENT (EULA)
PLEASE READ THIS CAREFULLY BEFORE YOU INSTALL & USE THE NETINTELLIGENCE SOFTWARE.
YOUR RIGHT TO USE THE NETINTELLIGENCE SOFTWARE (THE "SOFTWARE") IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE AGREEMENT ("LICENSE"). BY CLICKING ON THE "I ACCEPT" BUTTON, YOU AGREE THAT YOUR USE OF THE NETINTELLIGENCE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ AND UNDERSTOOD THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, CLICK ON THE "I DISAGREE" BUTTON AND THE INSTALLATION & REGISTRATION PROCESS WILL NOT CONTINUE.
1. GRANT OF LICENSE. In consideration of payment of the license fees and your agreement to abide by the terms and conditions of this License, NetIntelligence grants to you a non-exclusive, non-transferable right to install and use a copy of the Software subject to the following terms:
a) install NetIntelligence on a maximum of 3 single stand alone computers, terminals, desktops or other devices (“device”) solely during the term of this License and so long as you comply with the terms and conditions of this License
b) not use the Software on or over a network or other multiple Devices.
c) create a single (1) copy of the software for back up purposes, provided the copy contains all the original software’s copyright, trademark and proprietary notices.
This License is not a sale of the Software or any copy of the Software. An express condition of this License is that NetIntelligence and its licensors retain all worldwide ownership of and rights, title and interest in and to the Software, and all copies and portions thereof, including without limitation, all copyrights, moral rights, trademark rights, trade secret rights and other proprietary rights therein and thereto, regardless of the form or media in or on which the Software or copies may exist.
2. LICENSE RESTRICTIONS
You may not:
a) permit other individuals to use the software except under the terms listed above.
b) modify, translate, reverse engineer, decompile, disassemble or create works based upon either the software or associated documentation.
c) copy the software except for the purposes outlined in clause 1c.
d) lease, rent, transfer or otherwise transfer the rights to the software or documentation. This Software is licensed only to you and may not be transferred to anyone without the prior written consent of NetIntelligence. Any authorised transferee of the Software shall agree in writing to be bound by the terms and conditions of this License.
e) remove or alter any proprietary notices, trademarks, logos from the software and any associated documentation and/or accompanying media.
f) use the software in any way to provide, or as part of, a commercial service or application.
g) circumvent or attempt to circumvent the serial copying system embedded within the software.
2.1. you agree that the use of the Software may be restricted by applicable laws and regulations, including without limitation, privacy laws. You represent and warrant that your use of the Software shall be in compliance with any applicable laws and regulations, including without limitation, privacy laws, and that NetIntelligence shall have no duty to and shall not investigate your use of the Software or right to use the Software. You agree to indemnify NetIntelligence against any claims that your use of the Software violates the rights of any third party or any applicable laws and/or regulations of any jurisdictions, except to the extent the Software infringes any patent, copyright or trade secret of a third party.
3. SUBSCRIPTION SERVICE. Access to the Software is provided to you for a limited subscription period during the term of this License.
a) NetIntelligence agrees to provide you with access to NetIntelligence Central (“Web Blocking/Filtering & Anti Virus Update Database”).
b) NetIntelligence will provide access to NetIntelligence Central upgrades only during the term of this License.
c) Your use of the Software, including access to NetIntelligence Central will terminate upon termination of this License in accordance with the terms of this agreement.
d) The software consists of interactive internet applications that perform a variety of communications, specifically monitoring, data gathering, collation, reporting and product updates, over the internet as part of their normal operation. A number of these features are automatic and are enabled by default as key components of the product. By installing/and or using you consent to the software’s communications features.
e) Access to the NetIntelligence On-Line Control Panel is obtained through the use of a password and account information. You are responsible for maintaining the confidentiality of your password and your account information. You are responsible for all activities that occur within your account and you agree to notify NetIntelligence immediately of any, or suspected, unauthorised use of your account. NetIntelligence will not be responsible in any way for any loss, or failure of the product, that you may incur as a result of any unauthorised use of your account and password.
f) you are responsible for any telecommunications/ISP or other connectivity costs incurred through the use of the software
g) you are responsible for the maintenance and upkeep of your internet connectivity in accordance with the terms and conditions provided by your telecommunications or ISP provider
4. PRODUCT SUPPORT. NetIntelligence will provide on-line product support for the Software, through the NetIntelligence Control Panel which can be found at www.netintelligence.com. On-Line Support is provided to you free of charge and NetIntelligence makes no warranties or representations regarding the availability, accuracy or response time of such On-Line Support. Product support is also available to end users via telephone access. The support line is operated Monday – Friday 09.00-17.00 UK Standard Time and is available for the cost of a UK National Call on + 44 (0) 870 755 0009
5. LIMITED WARRANTY.
5.1 NetIntelligence warrants that for a period of thirty (30) days from date of installation, the software, when used properly (this warranty will be void if software failure has resulted from accident, abuse or misrepresentation), will substantially achieve the functionality described in the user guides and any other documentation generally made available by NetIntelligence. Except for the limited warranty stated in the above sentence, the software and any user documentation and/or operation guides are provided ‘As is’ without warranty, either expressed or implied, of any kind. To the maximum extent permitted by applicable law, NetIntelligence, further disclaims all warranties, including without limitation any implied warranties of merchantability, fitness for a particular purpose, and non infringement. No oral or written information or advice given by NetIntelligence, its employees or it authorised agents/distributors shall create a warranty or in any way increase the scope of this warranty and you may not/should not rely on such information or advice.
5.2 Except as provided in 5.1, NetIntelligence does not warrant, guarantee or make any representations regarding the use, or the results of use of the software, or written materials in terms of accuracy, reliability, correctness, completeness, currentness or otherwise. We do not warrant that the software or the NetIntelligence Central Database will prevent access to offensive, inappropriate or obscene material of any description or that it will prevent virus infection.
You agree to assume the entire risk as to the results and performance of the Software and the NetIntelligence Central Database.
6. REMEDIES. Our entire and sole liability and your exclusive and sole remedy for any breach of the warranty stated in section 5 shall be at our discretion:
a) either to replace or repair the software which does not conform to the warranty
b) to advise you how to achieve substantially the same functionality with the software as described in the user guides or other documentation through a procedure different from that set forth in the documentation.
This remedy is subject to your full compliance with the terms of this license. You must notify us within thirty (30) days of installing the software of any defect in order to receive the remedies stated above. Repaired, corrected or replaced software and documentation shall also be covered by this limited warranty for the period remaining under the original software warranty or if longer thirty (30) days after the date NetIntelligence either distributed to you the repaired, corrected or replaced software, or advised you how to achieve the functionality described in the documentation, whichever is applicable. Only if you have informed us of the problem with the software during the applicable warranty period and provide evidence of the date of installation, will we be obliged to honour this warranty.
These remedies are your sole and exclusive remedies for breach of the limited warranty.
7. LIMITATION OF LIABILITY. In no event will NetIntelligence or its affiliates, partners, agents, distributors, suppliers and/or licensors be liable for any indirect, special, incidental, economic, cover, or consequential damages arising out of the use of or inability to use the software, software documentation or related technical/customer support, including without limitation, damages or costs ( including legal fees) relating to the loss of profits, business, goodwill, data, or computer programs, personal or otherwise related to access or exposure to offensive, inappropriate or obscene material and or/virus infection, even if you have been advised of the possibility of such damages. In no event will the total liability of NetIntelligence and its affiliates, partners, agents, distributors, suppliers and/or licensors exceed the amount paid for the software in any one (1) calendar year.
These limitations apply to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, NetIntelligence’s negligence, strict liability, misrepresentation and other torts.
The foregoing limitation of liability does not exclude or limit liability for death or personal injury resulting form any act or negligence of NetIntelligence. You accept and acknowledge that the allocation of risk in this license reflects the price paid for the Software and also the fact that it is not within NetIntelligence’s control how or for what purposes the software is used. No statement contained herein shall affect the statutory rights of consumers.
8. INDEMNITY. You shall indemnify NetIntelligence, its employees and agents from and against all costs (including legal fees and costs), claims, demands, expenses, fines, penalties and liabilities whatsoever which may be made against, sustained, paid or incurred by NetIntelligence, its employees or agents as a direct or indirect result of your breach of contract, negligence, breach of statutory duty or other act or omission.
9. MINIMUM TERM. The minimum License Term is twelve (12) months. This License is effective on the date you install and register the Software and continues in effect for the duration of the initial minimum license term. Upon expiration of the Initial Minimum Term, this License shall automatically renew for a term equal in duration to the Initial Minimum Term for annual subscribers and on a (1 month) monthly rolling term for monthly billed subscribers. You will be charged for the license fees for the applicable Renewal Term in accordance with the terms described in Section 12. You may elect not to renew this License for any Renewal Term by providing written notice to NetIntelligence at least thirty (30) days prior to the expiration of the current term.
This License will terminate automatically without notice from NetIntelligence if you fail to comply with any provision of this License or if you become bankrupt, enter liquidation, suffer or make any winding up petition, make an arrangement with your creditors, appoint an administrator or receiver or suffer or file any similar action in consequence of debt. You may terminate this License by destroying all copies of the Software and ceasing to use the product. Upon termination for any reason, you agree to destroy all copies of the Software, including any modified and back up copies. Upon termination there will be no refund of any monies or other consideration paid by you. The following Sections shall survive termination of this License for any reason: 1,2, 5, 6, 7, 13 and 14
12. BILLING AND PAYMENT. Following the expiration of a trial period that may have been provided to you at the sole discretion of NetIntelligence, you agree to pay NetIntelligence the applicable prevailing fees for your License using a current valid credit/debit card. You authorise NetIntelligence to bill/charge/debit the card provided with the prevailing charge/fee depending on the product selected at sign up. Payments are billed in advance and will continue until the License is terminated. All payments are completely non-refundable. Upon term renewal, NetIntelligence will automatically charge your account for the applicable license fee at the prevailing license fee rate, using the credit card/debit card information that you have provided to NetIntelligence. We will attempt to notify you prior to renewal by email, using the contact email address held by us, of the renewal date and applicable subscription fee. We are not responsible for any failure of such renewal notification to be delivered to or received by you. You are responsible for ensuring that the contact email address held by us against your account is current at all times. If we do not receive payment from either your bank, credit card issuer or its agent, this License shall automatically terminate effective as of the last date of the term for which payment has been received by NetIntelligence. NetIntelligence reserves the right, at any time, to change its billing methods, effective thirty (30) calendar days after posting such changes at www.netIntelligence.com. If any such change is unacceptable to you, you may terminate this License by providing written notice to NetIntelligence.
Current prices can always be found at www.netintelligence.com.
13. GOVERNING LAW. This License shall be governed by and interpreted in accordance with Scottish Law. The parties submit to the non-exclusive jurisdiction of the Scottish Courts in all matters relating to the subject matter hereof
14.1 You acknowledge that you have read this License, understand it and agree to be bound by its terms and conditions. This License constitutes the entire agreement and understanding between NetIntelligence and you regarding its subject matter and cancels, terminates and supersedes any prior agreement or understanding of any nature (written, oral or otherwise) relating to such subject matter provided that this provision shall not exclude liability for fraudulent representation.
14.2 The terms of this License will prevail over the terms and conditions of any purchase order. Any terms and conditions of any purchase order which are additional to, or inconsistent with, the terms and conditions of this License will be deemed stricken from such purchase order, notwithstanding acknowledgment or acceptance of such purchase order.
14.3 None of the provisions of this License may be varied, modified, waived or extended without the expressed written and signed approval by a duly authorised signatory of NetIntelligence
14.4 If any provision in this License is invalid or unenforceable, that provision shall be reformed to the maximum extent allowed by law to reflect the same economic effect as the invalid or un-enforceable provision, and the other provisions of this License shall remain in full force and effect.
14.5 Neither party shall be liable to the other nor held in breach of this License to the extent that it is prevented, hindered, interrupted or delayed in the performance or observance of this agreement from causes constituting Force Majeure
14.6 The Software is not to be considered fault-tolerant and is not designed or intended for use in environments requiring fail-safe systems performance, including without limitation, in the operation of aircraft traffic control/navigation or communication systems, health/direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage. NetIntelligence expressly disclaims any express or implied warranty of fitness for Fail –Safe Systems.
14.7 References to any statute or other regulation include any amendment, extension, consolidation, re-enactment or replacement of such statute or regulation and any subordinate legislation made under it
14.8 The headings appearing in this License are for convenience only and shall not effect interpretation
14.9 The English language will be the controlling language of this License. All communications and notices given pursuant to this License will be in the English language.
14.10 You agree that you will not, directly or indirectly, violate any local, state or federal law or regulation of the country or countries in which you use the Software, or the export/import laws of any country which may regulate the import or export of the Software
Should you have any questions concerning this License, please contact NetIntelligence in writing at: Fleming Pavilion, Todd Campus, West of Scotland Science Park, Glasgow, G20 0XA
NetIntelligence End User License Agreement (EULA)
© iomart Group plc 2005