End user agreement for PINoptic Secure Storage
PINoptic Pro Licence Agreement
IMPORTANT: ALL INTELLECTUAL PROPERTY RIGHTS IN PINOPTIC SECURED STORAGE TOGETHER WITH ANY ACCOMPANYING DOCUMENTATION, MATERIAL AND UPDATES BELONG TO PINoptic LIMITED AND/OR ITS LICENSORS. PLEASE READ THE FOLLOWING DOCUMENT CAREFULLY AS IT IS A LEGAL AGREEMENT BETWEEN YOU AND PINOPTIC.
CLICKING THE I ACCEPT BUTTON BELOW OR INSTALLING OR USING THE PINoptic Secured Storage SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE SYSTEM RECEIVING YOUR RESPONSE IS NOT CAPABLE OF INTERPRETING OR REACTING TO ANY TERMS OR INPUT SUBMITTED OR TRANSMITTED BY YOU OTHER THAN YOUR ACCEPTANCE OR REJECTION. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST CLICK THE I DO NOT ACCEPT BUTTON, IN WHICH CASE YOU WILL NOT BE AUTHORISED TO INSTALL OR USE PINOPTIC SECURED STORAGE.
Acceptance Date means the date on which YOU accept this Agreement by clicking the accept button and the Licence Key is issued to YOU
Agreement means this Agreement together with the Licence Key and Licence Details.
Licence Details means the details shown on the PINoptic Secured Storage web download screen
Licence Key means the authorisation code provided by PINoptic enabling YOU to install and use the PINoptic Software.
PINOPTIC means PINoptic Limited of 102 QUAYSIDE, NEWCASTLE UPON TYNE
"PINoptic Software" and PINoptic Secured Storage mean the PINoptic Secured Storage software downloaded by YOU from the Internet, together with any associated documentation and any other relevant operational literature contained within the PINoptic Software.
Updates means updates to the PINoptic Software, its policies, data and documentation provided to YOU from time to time by PINOPTIC.
1. LICENCE GRANT
1.1 Subject to all of the terms and conditions of this Agreement, PINoptic grants YOU a non-exclusive, non-transferable license to install and use a single copy of the PINoptic Software on personal or business personal computer.
1.2 By accepting this Agreement, YOU undertake:
1.3 that the PINoptic Software will be used only on a personal or business PC and not on a server or as part of a network. Once downloaded, not to copy the PINoptic Software other than to make a backup copy to be used only to replace YOUR original copy of the PINoptic Software in the event that it becomes unusable;
1.4 except as permitted in this Agreement, not to disassemble, decompile or reverse engineer the PINoptic Software or otherwise attempt to derive the source code (or the underlying ideas, structure, sequence, organization or algorithms) from the PINoptic Software, except to the limited extent expressly permitted by applicable law;
1.5 not to translate, modify, lease, rent, loan, redistribute, sub-lease, sub-license or create derivative works of the PINoptic Software or use of any the PINoptic Software in connection with any timesharing arrangement or service bureau for the benefit of a third party;
1.6 within 14 days after the date of termination or discontinuance of this Agreement for whatever reason, to destroy the PINoptic Software and all copies in YOUR possession or control; and
1.7 to reproduce and not remove, modify or obscure any copyright notice, trademark or any other proprietary notice of PINoptic as it appears in or on the PINoptic Software on all copies.
1.8 Whilst PINoptic uses its reasonable endeavours to ensure that the PINoptic Software is virus-free, it is YOUR responsibility to virus check the PINoptic Software before installing it.
1.9 YOU acknowledge that YOU are responsible for downloading and installing the PINoptic Software.
2. TITLE AND COPYRIGHT
2.1 The PINoptic Software is proprietary to PINoptic and/or its licensors. All right, title and interest in and to the PINoptic Software and all copyright, trade secret rights, patents, trademarks and any other intellectual property or proprietary rights in and to the PINoptic Software, and all copies of the PINoptic Software regardless of the form or media on which it exists, shall at all times remain the exclusive property of PINoptic and/or its licensors.
2.2 All rights not expressly granted under this Agreement are reserved by PINOPTIC.
3. UPDATED VERSIONS
3.1 Subject to YOUR payment of the license Fee PINoptic will make available to YOU such Updates as it releases to its PINoptic Secured Storage customers from time to time. PINoptic is under no obligation to notify you of such Updates but YOU may obtain such Updates as are automatically downloaded by PINoptic Secured Storage from time to time and/or from http://www.pinoptic.com, on terms stated by PINoptic as prevailing at the time.
3.2 All Updates shall be subject to the terms of this Agreement as if the PINoptic Software, save as varied pursuant to paragraph 4.1. YOU acknowledge that YOU are responsible for downloading and installing such Updates.
4. RESTRICTIONS ON TRANSFER
The licence granted under this Agreement is personal to YOU, and neither YOUR rights nor any copy of the PINoptic Software may be sold, assigned, distributed, transferred or sublicensed to any other person, in any form (including electronic media), without the prior written consent of PINOPTIC. Any transfer without consent from PINoptic will be null and void and will automatically terminate this Agreement and YOUR right to use or possess the PINoptic Software.
5. MAINTENANCE AND SUPPORT
Subject to YOUR payment of the Subscription Fee, YOU will have access to Updates and the PINoptic Secured Storage support services which provides limited, technical support. This limited, technical support can be obtained by emailing PINoptic on support@PINoptic.com or via the PINoptic Secured Storage support website. Other than as set out in this Paragraph 6, PINoptic has no obligation to provide maintenance services or additional technical support for the PINoptic Software.
6. WARRANTY AND DISCLAIMER
PROVIDED THAT THE SOFTWARE IS PROPERLY INSTALLED, USED IN THE APPROPRIATE OPERATING ENVIRONMENT AND OPERATED AS CONTEMPLATED IN THE DOCUMENTATION PROVIDED TO YOU, PINoptic WARRANTS TO YOU FOR A PERIOD OF 30 DAYS FROM THE ACTIVATION DATE THAT:-
(A) PINoptic Secured Storage , WHEN USED IN ACCORDANCE WITH ITS DOCUMENTATION AS PROVIDED TO YOU, WILL PROVIDE THE FUNCTIONS AND FACILITIES AND WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE SPECIFICATION SET OUT IN SUCH DOCUMENTATION; AND
(B) THE MEDIUM ON WHICH THE PINoptic SOFTWARE IS RECORDED OR DELIVERED WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP UNDER NORMAL CONDITIONS OF USE.
7.2 ANY CLAIM UNDER THE WARRANTY IN PARAGRAPH 7.1 MUST BE SUBMITTED IN WRITING TO PINoptic AS SOON AS POSSIBLE AND IN ANY EVENT NO LATER THAN SEVEN (7) DAYS AFTER THE EXPIRY OF THE WARRANTY PERIOD IN SUFFICIENT DETAIL TO ALLOW PINoptic TO VERIFY THE NON-CONFORMITY.
7.3 ANY REPLACEMENT SOFTWARE PROVIDED PURSUANT TO PARAGRAPH 7.4 BELOW SHALL HAVE A WARRANTY PERIOD EQUAL TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE REPLACEMENT SOFTWARE.
7.4 PINOPTICS ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THE WARRANTIES GIVEN IN THIS CLAUSE WILL BE, AT PINOPTICS OPTION EITHER:
(i) TO REPAIR OR REPLACE PINoptic Secured Storage OR THE PART THEREOF THAT DOES NOT CONFORM WITH THE WARRANTY; OR
(ii) TO REFUND THE SUBSCRIPTION FEE YOU PAID FOR THE PINoptic SOFTWARE FOR THE YEAR IN WHICH THE DEFECT AROSE AND TO TERMINATE THIS AGREEMENT.
7.5 THE WARRANTIES GIVEN UNDER THIS CLAUSE 7 DO NOT APPLY:
(i) TO ANY DEFECTS IN PINoptic Secured Storage OR THE MEDIA UPON WHICH IT IS DELIVERED WHICH ARE CAUSED IN WHOLE OR IN PART BY ACCIDENTS, ABUSE, POOR STORAGE OR HANDLING, OR BY ANY OTHER ACT (NOT PERFORMED BY PINOPTIC) NOT CONFORMING WITH THE SPECIFICATION CONTAINED IN DOCUMENTATION SUPPLIED WITH THE PINoptic SOFTWARE; OR
(ii) IF PINoptic Secured Storage FAILS TO MEET ANY OF ITS APPLICABLE SPECIFICATIONS DUE TO ANY MALFUNCTION OF ANY HARDWARE OR OTHER EQUIPMENT AND/OR SOFTWARE USED IN CONNECTION WITH PINoptic Secured Storage ; OR
iii) TO ANY THIRD PARTY SOFTWARE.
7.6 SAVE AS PROVIDED IN CLAUSE 7.1 ABOVE TO THE MAXIMUM EXTENT PERMITTED BY LAW, PINoptic Secured Storage IS PROVIDED AS IS WITHOUT WARRANTY OR ASSURANCES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT PINoptic DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE PERFORMANCE, USE OR RESULTS OF THE USE OF THE PINoptic SOFTWARE OR ITS CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. YOU ASSUME THE ENTIRE RISK ASSOCIATED WITH YOUR USE OF THE PINoptic SOFTWARE. This disclaimer of warranty is an essential part of this Agreement.
7.7 Some jurisdictions do not allow limitations on implied warranties or conditions, so the above limitations may not apply to YOU. YOU may have other rights which vary from jurisdiction to jurisdiction.
7.8 If YOU are acquiring the PINoptic Software as a consumer and not by or on behalf of a business or a corporate entity, nothing in this agreement affects YOUR statutory rights.
7. LIMITATION OF LIABILITY
7.1 NOTWITHSTANDING ANYTHING ELSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, PINoptic SHALL NOT BE LIABLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:
7.2 ANY LOSS OF BUSINESS;
7.3 LOSS OF REPUTATION;
7.4 LOSS OF PROFITS OR GOODWILL;
7.5 LOSS OF USE;
7.6 LOSS OR DAMAGE TO OR CORRUPTION OF DATA;
7.7 ANY UNAUTHORISED DISCLOSURE OF SENSITIVE, VALUABLE, OR CONFIDENTIAL INFORMATION;
7.8 LOSS ATTRIBUTABLE TO YOUR FAILURE TO MAKE AND RETAIN REASONABLE BACK UPS OF YOUR DATA;
7.9 INTERRUPTION OF BUSINESS;
7.10 ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; OR
8.1.10 ANY COSTS OF PROCURING SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS.
7.11 PINOPTICs liability to YOU for death or bodily injury resulting from the negligence of PINoptic or for fraudulent misrepresentation shall not be limited by any provision in this Agreement. OTHERWISE IF, NOTWITHSTANDING PARAGRAPH 8.1, PINoptic IS HELD TO HAVE LIABILITY TO YOU IN RELATION TO THE PINoptic SOFTWARE WHETHER UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, PINOPTICS TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE SUBSCRIPTION FEE PAID BY YOU TO PINoptic FOR THE PINoptic SOFTWARE DURING THE YEAR IN WHICH PINOPTICS LIABILITY ARISES.
8. TERM AND TERMINATION
This Agreement is effective from the Activation Date until terminated. In the event YOU fail to comply with any provision of this Agreement, PINoptic may terminate this Agreement immediately with or without any prior notice. Upon termination YOU shall destroy all copies of the PINoptic Software in YOUR possession or control. Termination is not an exclusive remedy and all other remedies will be available to PINoptic whether or not this Agreement is terminated.
9. U.S. GOVERNMENT RESTRICTED RIGHTS.
As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227-7014(a)(1) or otherwise, the PINoptic Software is a commercial item, commercial computer software and/or commercial computer software documentation. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the PINoptic Software by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein.
In the event of any dispute, difference of interpretation or controversy or claim arising out of or relating to this Agreement, or the breach thereof, (Dispute) either party shall before initiating any legal action submit such Dispute to mediation in accordance with the WIPO Mediation Rules.
11. GOVERNING LAW AND GENERAL PROVISIONS
11.1 This Agreement constitutes the entire understanding between us in connection with the licensing of the PINoptic Software and supersedes and extinguishes all prior agreements, negotiations and discussions in relation to it. YOU acknowledge that in entering into this Agreement YOU do not do so on the basis of, and YOU do not rely on any representation (unless made fraudulently) warranty or other provision not expressly contained in this Agreement.
11.2 If any of the provisions of this Agreement are invalid or become illegal or unenforceable then YOU and PINoptic agree that to that extent the offending provisions shall be deemed omitted and shall not affect the enforceability of the remaining provisions hereof which shall remain in full force and effect.
11.3 This Agreement shall automatically terminate upon failure by YOU to comply with its terms. Upon such termination YOU agree to uninstall and destroy all copies of the PINoptic Software.
11.4 This Agreement may only be modified in writing signed by an authorized officer of PINOPTIC.
11.5 The rights of neither party shall be prejudiced or restricted by any indulgence or forbearance extended by such party or by any delay in exercising or failure to exercise any right and no waiver by either party of any breach shall operate as a waiver of any other or further breach.
11.6 PINoptic may assign this Agreement or any part of it to any other person, firm or organization without prior notice to YOU.
11.7 No rights are conferred on any third party by virtue of this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall not apply.
11.8 If YOU are resident in any jurisdiction outside the United States of America, this Agreement will be governed by the laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English courts. If YOU are resident in the United States of America, then this Agreement will be governed by the laws of the State of California without regard to its conflicts of laws provisions and the parties hereby submit to the exclusive jurisdiction of the State and Federal Courts of California.