End user agreement for Reunion.com for Outlook
END USER LICENSE AGREEMENT
This agreement sets forth the terms and conditions by which you (the "Licensee") are permitted to access and use Reunion.com for Outlook (the "Software") provided hereunder by Reunion.com, Inc., d/b/a Reunion.com (the "Licensor"). By clicking on the "Continue" button below, or by installing and executing the Software, you agree that these terms and conditions apply to you. Do not install the Software if you do not agree to these terms.
Your contacts database and applications are stored on your computer. When the Software is utilized to update contacts in your database, your contact information and the contact information of the contacts you are updating will be encrypted by the Software and then temporarily stored in encrypted form on the Reunion.com server for the sole purpose of enabling your contacts to update their information. Once information has been updated by any of your contacts that respond to such contact updating requests, your contact database on your computer will be updated and your contact information and contacts database will be deleted from the Reunion.com server. In the future, Reunion.com may also provide you with the option of storing a copy of your contacts database on the Reunion.com server, which may provide you with web access to your database.
1. License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to you a personal, limited, non-transferable and non-exclusive license, without right of sublicense, to install and use one copy of the Software and all related materials provided with the Software, in object code format only, solely for your own internal purposes in conjunction with the contact updating services (the "Services") that may be offered from time to time by the Licensor.
2. Restrictions on Use.
(a) You agree that you will not: (a) copy the Software except that you may make one copy of the Software solely for backup purposes, provided that any such copy contains all of the original proprietary notices; (b) copy any documentation relating to the Software other than for internal reference purposes; (c) remove any proprietary notices or labels on the Software; (d) lease, sublease, export, re-export, sell, transfer, license, sublicense, distribute, rent or otherwise grant or make available any rights in the Software or this license contained herein to any other party or assign this Agreement unless authorized by the Licensor in writing; (e) remove or alter any designation or marks on the Software, (f) modify or adapt or create derivative works based on any part of the Software; (g) engage in activities contrary to accepted "netiquette", "good web practices" or any code of conduct/website terms which may be posted on the Licensor website from time to time; or (h) use or permit third parties to use the Software except as authorized herein.
(b) You agree that except as may be expressly permitted by applicable law, you will not cause or permit the reverse engineering, translation, disassembly or decompilation of the Software. If a jurisdiction in which you operate expressly permits by applicable law any of the foregoing activities regardless of contractual restriction, then you agree that prior to engaging in any such activity you will first notify Licensor of your desire to reverse engineer the Software, and Licensor may, in its discretion, either provide you such information or impose reasonable terms and conditions on such use of the Software to ensure that Licensorâ€™s proprietary rights are protected.
(c) You agree not to use the Software for any activity which is contrary to the law in any jurisdiction, including without limitation, activities such as spamming or collection of personal information for purposes other than as permitted by law. For purposes of clarification, any promotional electronic messages, which are sent in an unsolicited manner to 100 or more recipients, or any series of unsolicited promotional electronic messages to a single user, will be considered spamming. Spamming also includes (i) sending messages to distribution lists, newsgroup aliases, or group aliases, and (ii) sending messages to recipients who do not know you or who are unlikely to recognize you as a known contact.
(d) You agree not to use the Software to upload, post, e-mail, otherwise transmit, or post links to: (i) any unsolicited or unauthorized advertising or promotional materials; or (ii) any content which is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
(e) You agree not to use the Software if you are under the age of 13 or in order to solicit or collect any information from children under the age of 13.
The license granted in Section 1 above is granted solely to you, and not, by implication or otherwise, to any parent, subsidiary or affiliate of yours. All rights not expressly granted are reserved.
3. Intellectual Property. No title to the intellectual property in the Software or Services, the documentation, media, names, logos or any other material made available to you by Licensor is transferred to you by this Agreement and the Licensor retains all rights therein, including without limitation, all trade secrets, patents, trademarks and copyrights therein except for those rights expressly granted to you under this license. The Software is protected by copyright, and trademark laws and international treaty provisions. You agree during and after the expiration or termination of this Agreement that you will not in any way question or dispute the ownership of the Software by Licensor. In addition, should you obtain any ownership interest in any derivative work of the Software, you agree to assign any such interest to Licensor and take all actions reasonably necessary to effect the assignment of any such ownership interest. You hereby forever waive and agree never to assert against Licensor, its successors or licensees any and all moral rights you may have in any derivative works of the Software, and any elements thereof, created, performed, contributed or prepared by you pursuant to this Agreement, even after expiration or termination of this Agreement, to the extent permitted by the applicable laws.
4. Updates. The Software contains technology which may automatically verify from time to time the version of the Software on your system and may update the Software in your system if updates are available. Notwithstanding the foregoing, nothing herein shall oblige Licensor to make updates available.
5. Support. Support information may be available to you through the Web site www.reunion.com.
(a) Disclaimer. THIS SOFTWARE, ANY SERVICES AND ALL ACCOMPANYING FILES, DATA AND MATERIALS ARE PROVIDED TO YOU "AS IS," WITHOUT ANY WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS REGARDING THIS AGREEMENT OR THE SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, WRITTEN OR ORAL, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF RIGHTS OF ANY OTHER PERSON, AND ANY WARRANTIES ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THEIR OPERATION WILL BE ERROR-FREE OR UNINTERRUPTED. LICENSOR DOES NOT WARRANT THE ACCURACY, CURRENCY OR VALIDITY OF ANY CONTACT INFORMATION OR MESSAGES TRANSMITTED USING THE SOFTWARE OR SERVICES, OR ACCEPT RESPONSIBILITY FOR THE ACTIVITIES CARRIED OUT BY YOU OR OTHER USERS OF THE SOFTWARE. NO AGENT, REPRESENTATIVE, OR DEALER OF THE LICENSOR OR ANY OTHER THIRD PARTY IS AUTHORIZED TO MODIFY, EXTEND OR ADD A WARRANTY ON BEHALF OF THE LICENSOR, AND ANY WARRANTY IS VOID UNLESS CONSENTED TO IN WRITING BY LICENSOR. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THIS DISCLAIMER OF WARRANTIES IS A FUNDAMENTAL PART OF THIS AGREEMENT AND THAT LICENSOR WOULD NOT AGREE TO ENTER THIS AGREEMENT OR LICENSE YOU THE SOFTWARE WITHOUT SUCH DISCLAIMERS. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.
(b) No Illegal Activity. You represent and warrant that you shall at all times refrain from engaging in any illegal, unfair, deceptive or unethical business practices whatsoever, whether with respect to the Software, or otherwise.
7. LIMITATION OF LIABILITY. EXCEPT AS OTHERWISE PROVIDED IN SECTION 6 ABOVE, YOU ASSUME THE ENTIRE RISK WITH RESPECT TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SERVICES AND USE OF the MATERIALS PROVIDED UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS SPONSORS, AGENTS, REPRESENTATIVES OR OTHER SUPPLIERS BE LIABLE TO YOU, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER YOU, FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, EQUIPMENT DOWNTIME, OR OTHER PECUNIARY LOSS, IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, WHETHER IN TORT, CONTRACT OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN THE EVENT THAT ANY LIABILITY IS IMPOSED ON LICENSOR FOR ANY REASON WHATSOEVER HEREUNDER, THE AGGREGATE AMOUNTS PAYABLE BY LICENSOR TO YOU BY REASON THEREOF SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO LICENSOR FOR SERVICES AND THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. you acknowledge that the foregoing limitations are an essential element of the Agreement between the parties and that in the absence of such limitations the terms and conditions set forth in this Agreement would be substantially different.
8. Export Restrictions. The Software or underlying information or technology may not be downloaded or installed or otherwise exported or re-exported where prohibited by law. You will not, directly or indirectly, download, export, re-export or transfer the Software to any country to which transmission is prohibited by applicable statute. Your failure to comply with this provision constitutes a material breach of this Agreement.
9. U.S. Government End Users. If the Software is acquired by or on behalf of a unit or agency of the United States Government or any state or local government in the United States, this provision applies. The Software (i) was developed at private expense, and no part of it was developed with government funds; (ii) is a trade secret of the Licensor for all purposes of the Freedom of Information Act; (iii) is "Commercial Computer Software" subject to limited utilization (Restricted Rights) as provided in the contract between the Licensor and the government entity; and (iv) in all respects is proprietary data belonging solely to the Licensor. For units of the Department of Defense ("DOD"), the Software is licensed only with "Restricted Rights" as that term is defined in the DOD Supplement to the Federal Acquisition Regulations ("DFARS") 252.227-7013(c) or any other successor clause, and use, duplication or disclosure is subject to restriction as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, 252.227-7014 or 252.227-7015 or any other successor clause. Manufacturer: GoodContacts Research Ltd.
Except as specifically stated in the contract between Licensor and the government entity under which this copy was licensed, use of the Software shall be limited to use as Commercial Computer Software - Restricted Rights as set forth in Federal Acquisition Regulation 52.227-19 or any other successor clause. U.S. Government personnel using the Software, otherwise than under a DOD contract or GSA Schedule, are hereby on notice that use of the Software is subject to restrictions that are the same as, or similar to, those specified above.
10. Term. This License Agreement shall remain effective until terminated. Either party may terminate this Agreement at any time. Licensor may terminate this Agreement without notice to you if you fail to comply with any of its terms and conditions. Any such termination by the Licensor shall be in addition to and without prejudice to such rights and remedies as may be available, including injunction and other equitable remedies. Upon receipt by you from the Licensor of written notice of termination or upon termination by you, you shall immediately: (a) cease using the Software; (b) return to the Licensor the Software, as well as all written documentation and media relating thereto (or destroy all copies thereof in your possession); and (c) within five (5) days thereafter, provide the Licensor with a written confirmation that you have complied with the foregoing. The provisions of Sections 2, 3, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 herein shall survive termination of this Agreement.
11. Termination and Modification. Licensor may modify the terms of this Agreement upon notice to you at any time. Licensor may provide notice to you of any such modification by e-mail or by publishing the changes on its Web site. In the event Licensor modifies its terms hereunder, you may terminate your use of the Software.
12. Indemnification. You agree to hold harmless, defend, and indemnify Licensor, its officers, directors, employees, subsidiaries, contractors, subcontractors, suppliers, agents, partners and affiliates, successors and assigns from all liabilities, claims, demands, losses, damages, fines and expenses, including attorneysâ€™ fees, that are due to, or that arise from (i) your use or misuse of the Software, (ii) your violation of this Agreement, or (iii) your infringement of the intellectual property rights or other right of any third party. We may assume exclusive control of any defense of any matter subject to indemnification by you, and you agree to cooperate with us in such event.
13. Entire Agreement. This Agreement embodies the entire agreement between you and the Licensor pertaining to your right to use the Software, and supersedes all prior or collateral oral or written representations or agreements related thereto.
14. Severability. If any of the provisions of this Agreement is found to be illegal, invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions thereof shall continue in full force and effect.
15. Governing Law. This Agreement will be governed by the laws of the State of California without regard to its conflict of law principles to the contrary. Neither party will commence or prosecute any suit, proceeding or claim to enforce the provisions of this Agreement, to recover damages for breach of or default under this Agreement, or otherwise arising under or by reason of this Agreement, other than in the state or federal courts located in Los Angeles County, State of California. Each party hereby irrevocably consents to the jurisdiction and venue of such courts in connection with any action, suit, proceeding or claim arising under or by reason of this Agreement. Each party hereby waives any rights to trial by jury claim arising out of this Agreement and any related documents.
16. Assignment. You may not assign this Agreement or any portion thereof, or any rights hereunder without the prior written consent of the Licensor. Licensor may assign this Agreement to any party in its sole discretion.
17. Confidentiality. The source code for the Software, related documentation and media on which they are provided represent confidential information and trade secrets of the Licensor, which you agree to keep confidential and not disclose such to any third party.