End user agreement for Speed Up My Computer PRO
End User License Agreement IMPORTANT - READ CAREFULLY: This End-User License Agreement ("EULA") is a binding legal agreement between you (either an individual or a single entity) and Derek Enterprises LLC, its subsidiaries and affiliates, for the SpeedMyPc.com software product identified above, which shall include computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). The SOFTWARE PRODUCT also shall include any updates and supplements to the original SOFTWARE PRODUCT provided to you by Derek Enterprises LLC. In the event of a disagreement between any terms and conditions accompanying the Software Product itself and this document, this document shall govern. By continuing with your installation, copying, downloading, accessing or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. English shall be deemed the language that controls the terms of this EULA. If you do not agree to ALL of the terms of this EULA, do not purchase, install or use the SOFTWARE PRODUCT, including evaluation versions thereof. THE VERY NATURE OF THIS SOFTWARE IS OF SYSTEM UTILITY AND IT MAY CAUSE IRREVERSIBLE CHANGES TO YOUR COMPUTER SYSTEM. IT SHOULD BE HANDLED WITH CARE, PRECAUTION AND UNDER PROFESSIONAL GUIDANCE. YOU SHALL SOLELY BE RESPONSIBLE FOR ANY CHANGES MADE BY THE PROGRAM TO YOUR COMPUTER SYSTEM. PLEASE DO NOT INSTALL OR USE THIS PROGRAM IF YOU DO NOT UNDERSTAND THE TERMS OF THIS AGREEMENT AND CANNOT PROPERLY INSTALL THIS PRODUCT. SOFTWARE PRODUCT LICENSE The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold, and hence your acquisition or purchase is that of a license. Non-Refundability: THIS SOFTWARE PRODUCT IS NON-REFUNDABLE. 1. GRANT OF LICENSE. This EULA grants you the following rights: * Applications Software. You may install, use, access, display, or otherwise interact with ("RUN") one copy of the SOFTWARE PRODUCT, or any prior version for the same operating system, on a single computer, workstation, terminal or other digital electronic device ("COMPUTER"). The license to RUN this software shall be for a term of 365 days from the date of activation. * Storage/Network Use. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to RUN the SOFTWARE PRODUCT on your other COMPUTERS over an internal network; however, you must acquire and dedicate a license for each separate COMPUTER on which the SOFTWARE PRODUCT is RUN from the storage device. A license for the SOFTWARE PRODUCT may not be shared or used concurrently on different COMPUTERS or by individuals or entities other than you. * Reservation of Rights. All rights not expressly granted herein are reserved by Derek Enterprises LLC. 2. SUBSCRIPTION PURCHASES: * If you are purchasing the Software on a subscription basis, then, unless your license is terminated earlier in accordance with the EULA, you agree to allow us to automatically renew your subscription on each anniversary date following your date of purchase by directly charging your credit card or debiting your debit card. * If you have selected a method of payment other than a credit card or debit card, your subscription will only be renewed if you provide us with a valid payment prior to the anniversary of the date of purchase. * You agree to provide us with current, complete, and accurate information for your billing account and will promptly notify us if there is any change in your billing address and, where you have paid by credit card, you will promptly notify us if there is any change to your credit card number, or credit card expiration date or if your credit card has been cancelled. * You may terminate your subscription at any time by contacting our customer support team by emailing email@example.com at least seven (7) days prior to any anniversary date by informing our customer support team that you would like to terminate your subscription. However, you will not be entitled to a refund of the one year minimum commitment, which is non-refundable. * If you choose to cancel your subscription within the first ninety (90) days after your annual renewal, you are entitled to a full refund of the subscription fee paid for the annual renewal only, minus a five dollar ($5) cancellation fee. Past these ninety (90) days, your subscription is non-refundable. You may terminate your subscription at any time by contacting our customer support team by emailing firstname.lastname@example.org seven (7) days prior to the next anniversary date of your subscription. 3. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. * Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law. You may not use any portion of the SOFTWARE PRODUCT to create derivative products of any kind. * Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER. * Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks or any intellectual property rights of Derek Enterprises LLC. * Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT. * Support Services. Derek Enterprises LLC may provide you with support services related to the SOFTWARE PRODUCT ("Support Services"). Use of Support Services is governed by the Derek Enterprises LLC policies and programs described in "online" documentation, and/or in other Derek Enterprises LLC-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to Derek Enterprises LLC as part of the Support Services, Derek Enterprises LLC may use such information for its business purposes, including for product support and development. * Termination. Without prejudice to any other rights, Derek Enterprises LLC may terminate this EULA immediately, without notice, if you fail to comply with any of the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts. 4. UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by Derek Enterprises LLC as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements (and may disable) the SOFTWARE PRODUCT that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded SOFTWARE PRODUCT only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one COMPUTER. 5. COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Derek Enterprises LLC or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation which is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE PRODUCT. 6. DUAL-MEDIA SOFTWARE. You may receive the SOFTWARE PRODUCT in more than one medium, including but not limited to electronic download. Regardless of the type or size of medium you receive, you may use only one medium that is appropriate for your single COMPUTER. You may not RUN the other medium on another COMPUTER. You may not loan, rent, lease, or otherwise transfer the other medium to another user, except as part of the permanent transfer (as provided above) of the SOFTWARE PRODUCT. 7. BACKUP COPY. After installation of one copy of the SOFTWARE PRODUCT pursuant to this EULA, you may keep the original media on which the SOFTWARE PRODUCT was provided by Derek Enterprises LLC solely for backup or archival purposes. If the original media is required to use the SOFTWARE PRODUCT on the COMPUTER, you may make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE PRODUCT or the printed material accompanying the SOFTWARE PRODUCT. 8. U.S. GOVERNMENT RESTRICTED RIGHTS. All SOFTWARE PRODUCT and documentation provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE PRODUCT provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. 9. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE PRODUCT licensed hereunder is subject to the export control laws and regulations of the U.S.A., and any amendments thereof. You agree that you will not export or re- export the SOFTWARE PRODUCT, any part thereof, or any process or service that is the direct product of the SOFTWARE PRODUCT (the foregoing collectively referred to as the "Restricted Components"), to any country, person or entity subject to U.S. export restrictions. You specifically agree not to export or re-export any of the Restricted Components (i) to any country to which the U.S. has embargoed or restricted the export of goods or services or to any national of any such country, wherever located, who intends to transmit or transport the Restricted Components back to such country; (ii) to any person or entity who you know or have reason to know will utilize the Restricted Components in the design, development or production of nuclear, chemical or biological weapons; or (iii) to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the BXA nor any other U.S. federal agency has suspended, revoked or denied your export privileges. MISCELLANEOUS This EULA is governed by the laws of the State of New York and any dispute arising out of the terms of this agreement shall be subject to venue in the Courts of New York County, New York. The United Nations Convention on the International Sale of Goods (CISG) shall not apply to the interpretation or enforcement of this Agreement. If you desire to contact Derek Enterprises LLC for any reason, please write: Derek Enterprises LLC, 802 6th Avenue, Suite 14, New York, New York 10001 within thirty (30) days of purchase. LIMITED WARRANTY FOR SOFTWARE PRODUCTS. Derek Enterprises LLC warrants that (a) the SOFTWARE PRODUCT will operate on your COMPUTER in material conformity with its documentation for a period of thirty (30) days from the date of receipt, and (b) any Support Services provided by Derek Enterprises LLC shall be substantially as described in applicable materials provided to you by Derek Enterprises LLC specifically disclaims any warranty as to the availability, timeliness, or accuracy of the customer support information given. THIS LIMITED WARRANTY COVERS ONLY DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to thirty (30) days. LIMITATION OF IMPLIED WARRANTY OR CONDITION. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. LIMITATION OF CLAIM PERIOD. Any claim of defect or failure, regardless of applicable express or implied warranty, must be made to Derek Enterprises LLC in writing at Derek Enterprises LLC, 3452 Wolverine Dr, Troy MI 48083 within thirty (30) days of receipt. You agree that a failure to notify Derek Enterprises LLC of any such claim within this thirty (30) day claim period completely releases Derek Enterprises LLC of any responsibility, warranty or liability associated with the SOFTWARE PRODUCT regardless of whether this warranty is created by your state/jurisdiction and federal or state/provincial law. EVALUATION VERSION. For evaluation or limited functionality versions of the SOFTWARE PRODUCT ("TRIALS"), which shall be considered to be any copy of the SOFTWARE PRODUCT where no purchase price is paid prior to obtaining the software, you agree that your sole recourse to Derek Enterprises LLC and to the party from which you obtained the free version for any defect or failure in the SOFTWARE PRODUCT is to remove the SOFTWARE PRODUCT from your computer at your own expense. CUSTOMER REMEDIES. Derek Enterprises LLC's and its suppliers' entire liability and your exclusive remedy shall be, at Derek Enterprises LLC's option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Derek Enterprises LLC's Limited Warranty and which is returned to Derek Enterprises LLC with a copy of your receipt (or sufficient identifying information to be able to retrieve your purchase information in lieu thereof, at Derek Enterprises LLC's sole discretion). This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Derek Enterprises LLC are available without proof of purchase from an authorized international source. LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall Derek Enterprises LLC or its parents, subsidiaries, directors, principles, agents, officers or suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the advertising of the SOFTWARE PRODUCT or the provision of or failure to provide Support Services, even if Derek Enterprises LLC has been advised of the possibility of such damages. In any case, Derek Enterprises LLC's entire liability under any provision of this EULA or any responsibility or liability created by the laws of your state/jurisdiction shall be limited to the amount actually paid by you for the SOFTWARE PRODUCT DISTRIBUTION PERMISSION. Derek Enterprises LLC encourages you to share the unregistered installation executable with others. However, as explained above, you may not share your registration key. Under no circumstance does Derek Enterprises LLC grant any party permission to wrap this installation executable within another executable, install it in conjunction with another installation executable, and/or modify, remove or add files to the installation executable as compiled and released by Derek Enterprises LLC. NOT FOR MISSION CRITICAL USE. You warrant that you understand and agree that the software is not designed, intended or licensed for use in hazardous environments requiring fail-safe controls, including without limitation, the design, construction, maintenance or operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support or weapons systems, or any environment where a software or computer defect or failure could result is injury to persons or physical damage. Derek Enterprises LLC specifically disclaims any express or implied warranty of fitness for such purposes. BACKUP RESPONSIBILITY. The SOFTWARE PRODUCT is a system utility, and as such can make irreversible changes to the state of computer on which it is run and that Derek Enterprises LLC cannot accurately predict or ensure the outcome in all possible scenarios, and therefore purchaser agrees to make and test a complete system backup and backup of all personal information before operating the SOFTWARE PRODUCT. You agree that you accept all responsibility for reversing or correcting any changes made by the SOFTWARE PRODUCT. NO PERFORMANCE WARRANTY. Derek Enterprises LLC specifically disclaims any warranty for the amount of performance increase or utility provided by the SOFTWARE PRODUCT. By purchasing this software and accepting this EULA you specifically agree that you understand that no representation or warranty is made by Derek Enterprises LLC that the SOFTWARE PRODUCT will necessarily increase performance or provide a utility benefit on your computer, and that no claim of specific deficiency, defect, or underperformance has been made with respect to your computer. Any claims of performance increases or utility made for the software are those of possible or potential improvement or utility, and no warranty is offered that a specific utility or amount of performance increase, if any, will be realized on any particular computer. Each computer is different and the scenarios under which they are used are different, and no claim is made that any one computer or usage scenario shall see a performance increase or utility benefit from the SOFTWARE PRODUCT. Your sole remedy for any dissatisfaction with the presence of or the degree or amount of performance improvement or utility shall be limited to the customer remedies described above. NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Derek Enterprises LLC and its suppliers disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the SOFTWARE PRODUCT, and the provision of or failure to provide Support Services. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING, OR LICENSE AGREEMENTS THAT MAY ACCOMPANY THE PRODUCT ITSELF. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Derek Enterprises LLC AND ITS DIRECTORS, SUBSIDIARIES, PARENTS, PRINCIPLES, AGENTS, OFFICERS, AND SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, OF FAILURE TO PREVENT VIRUSES OR TROJANS, OF FAILURE TO PREVENT UNAUTHORIZED ACCESS OR USE ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. ENTIRE AGREEMENT; SEVERABILITY. This EULA is the entire agreement between you and Derek Enterprises LLC relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. This EULA specifically supersedes any EULA or license agreement that may be present within the SOFTWARE PRODUCT or its accompanying documentation. To the extent the terms of any Derek Enterprises LLC policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. COLLECTION AND THIRD PARTY COSTS: You agree that you are liable and shall, immediately upon notice from Derek Enterprises LLC, indemnify Derek Enterprises LLC for any costs, fees, damages or other liabilities (including attorneys� fees) that Derek Enterprises LLC incurs in connection with any collection activities or in responding to any third party dispute procedures (including Better Business Bureau (or any arbitration or mediation procedures), in a court of law or at equity) which you initiate that are ultimately adjudged or decided in favor of Derek Enterprises LLC. ASSIGNMENT. You party may not assign, delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior consent of Derek Enterprises LLC and the payment of applicable fees. CONFIDENTIALITY. Except as otherwise permitted under this Agreement, you will not disclose to any third party, or make any use of the Derek Enterprises LLC�s confidential information, including the SOFTWARE PRODUCT and accompanying documentation. You will use at least the same standard of care to maintain the confidentiality of the Derek Enterprises LLC�s confidential information that you use to maintain the confidentiality of your own confidential information, but in no event less than reasonable care. The non-disclosure and non-use obligations of this Agreement with respect to each item of Derek Enterprises LLC�s confidential information shall survive the termination of this Agreement.