End user agreement for Net.Ex Pro
NET.EX PRO END USER LICENSE AGREEMENT
Before reading the articles below, please take good notice of the following preliminary terms, which terms make use of some of the definitions as specified in Article 1 below:
By entering into this Agreement; This End User License Agreement constitutes a valid and binding agreement between NetDevX.com and You, as a user, for the use of the Net.Ex Pro Software. You must enter into this agreement in order to be able to install and use the Net.Ex Pro Software. Furthermore, by installing and using the Net.Ex Pro Software You agree to be bound by the terms of this Agreement and any new versions hereof.
You acknowledge and agree that by clicking on the “I AGREE” button or similar buttons or links as may be designated by NetDevX.com to show your approval of any foregoing texts and/or to download and install the Net.Ex Pro Software, You are entering into a legal binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Net.Ex Pro Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdictions Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the Net.Ex Pro Software. Furthermore, if you are residing in a jurisdiction where it is forbidden by law to offer or use software for the internet, you may not enter into this Agreement and you may not download, install or use the Net.Ex Pro Software. By entering into this Agreement You explicitly state that you have verified in your own jurisdiction if your use of the Net.Ex Pro Software is allowed.
Article 1 - Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, NetDevX.com. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Documentation: any online or otherwise enclosed documentation provided by NetDevX.com.
1.4 Effective Date: the date on which this Agreement is entered into by clicking on the I AGREE button as stated above.
1.5 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the Net.Ex Pro Software, the Documentation, the NetDevX.com Website or the Net.Ex Pro Promotional Materials.
1.6 Net.Ex Pro API: application program interface consisting of the set of routines utilized by the Net.Ex Pro Software to provide the Net.Ex Pro Software functionality for a given platform or operating system, Net.Ex Pro API being included in or linked to the Net.Ex Pro Software.
1.7 Net.Ex Pro Online Material: the Net.Ex Pro banner available for download on the NetDevX.com Website, consisting of a Net.Ex Pro logo and a link to the Website.
1.8 Net.Ex Pro Promotional Materials: any and all trademarks, names, signs, logos, banners, Net.Ex Pro Online Material and any other materials, in whatever form, owned and/or used by Net.Ex Pro for the promotion of its company, its products and activities.
1.9 Net.Ex Pro Software: the software distributed by NetDevX.com for internet applications, including without limitation the Net.Ex Pro API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.10 NetDevX.com: the owner and developer of the Net.Ex Pro software.
1.11 NetDevX.com Staff: the officers, directors, employees and agents of NetDevX.com or its Affiliates, or any other persons hired by NetDevX.com or its Affiliates in relation with the execution of this Agreement.
1.12 NetDevX.com Website: any and all elements, contents and the look and feel of the website available under the URL www.netdevx.com, from which website the Net.Ex Pro Software can be downloaded.
1.13 Terms of Service: means the agreement between NetDevX.com and You for the use of the internet software;
1.14 UI: the user interface of the Net.Ex Pro Software.
1.15 You: you, the end user of the Net.Ex Pro Software, also used in the form "Your" where applicable.
Article 2 - License and Restrictions
2.1 License. Subject to the terms of this Agreement, NetDevX.com hereby grants you a limited, personal, non-exclusive, non sub-licensable, non-assignable, license to download, install and use the Net.Ex Pro (Basic Edition) Software on Your computer free of charge, provided that you accept the advertisements displayed by the Basic Edition and license agreement. The use of the Net.Ex Pro (Ultra Edition) required the purchase of a separate end user license, which can be obtained from the NetDevX.com website. The Ultra Edition license grants you the right to use the Net.Ex Pro software in its full features and functionalities. The Ultra Edition license also grants you the right to free auto updates for the life of the Net.Ex Pro product.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Net.Ex Pro Software or any part thereof without a formal contract agreement between you and NetDevX.com.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, reverse engineering, decompiling, disassembling or hacking of the Net.Ex Pro Software or any part thereof without a formal contract agreement between you and NetDevX.com.
2.4 Third Parties. You acknowledge and agree that the Net.Ex Pro Software may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. NetDevX.com emphasizes that it will only incorporate such third party software or technology for the purpose of (a) adding new or additional functionality or (b) improving the technical performance of the Net.Ex Pro Software. Any such third party software or technology that is incorporated in the Net.Ex Pro Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the Net.Ex Pro Software will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with NetDevX.com or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to NetDevX.com or its Affiliates to enforce any of your rights.
2.5 New Versions of the Net.Ex Pro Software. NetDevX.com, in its sole discretion, reserves the right to add additional features and functions, or to provide programming fixes, updates and upgrades, to the Net.Ex Pro Software. You acknowledge and agree that NetDevX.com has no obligation to make available to you any subsequent versions of the Net.Ex Pro Software. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Net.Ex Pro Software. Furthermore, you acknowledge and agree that NetDevX.com, in its sole discretion, may modify or discontinue or suspend your ability to use any version of the Net.Ex Pro Software, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. NetDevX.com also may suspend or terminate any license hereunder and disable any Net.Ex Pro Software You may already have accessed or installed without prior notice at any time with immediate effect and without recourse to the courts. NetDevX.com will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the Net.Ex Pro Software and (2) by the suspension or termination of this Agreement by NetDevX.com and/or by you.
2.6 Other Paid Services. This Agreement applies to downloading, installing and using the Net.Ex Pro Software. The use of any other paid services which may be offered by NetDevX.com or its Affiliates is subject to the additional Terms of Service that are published on the NetDevX.com Website.
Article 3 - Confidentiality and Privacy
Article 4 - IP Rights and Translations
4.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the Net.Ex Pro Software are and shall remain the exclusive property of NetDevX.com and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, you. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.
4.2 With the exception of IP Rights of NetDevX.com and/or its licensors in the Net.Ex Pro Software. You retain the intellectual property rights you may have in the applications, materials, products or processes you create which are based on or utilize the Net.Ex Pro API. You hereby release and covenant not to sue NetDevX.com or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, and causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the Net.Ex Pro API; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the Net.Ex Pro API. As between You and NetDevX.com, NetDevX.com and its licensors retain the IP Rights in and to the Net.Ex Pro Software (including the Net.Ex Pro API) and any derivative works thereto created by or for NetDevX.com or its licensors.
4.3 No Removal of Notices. You agree that you will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or NetDevX.com rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
4.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the NetDevX.com Website or as otherwise requested of You by NetDevX.com at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of NetDevX.com without any compensation to You. Insofar as necessary, this Agreement serves as a deed of assignment of all of Your right, title and interest in and to such translations to NetDevX.com, notwithstanding Your obligation to cooperate with NetDevX.com in order to finalize any other deed upon NetDevX.com request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to your translations. You furthermore represent and warrant that (a) You are authorized to assign your rights as stated above and (b) Your translations are correct and accurate and (c) the translations do not infringe upon any third parties rights, including but not limited to intellectual property rights.
Article 5 - Term and (Consequences of) Termination
5.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either NetDevX.com or You as set forth below.
5.2 Termination by NetDevX.com. NetDevX.com may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to courts, by providing notice to you and/or by preventing your access to the Net.Ex Pro Software, as set forth in Article 2.5 above.
5.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that you will meet with the conditions as set forth in Article 5.4 below.
5.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the Net.Ex Pro Software shall terminate, and (b) will cease any and all use of the Net.Ex Pro Software, and (c) will remove the Net.Ex Pro Software from all hard drives, networks and other storage media and destroy all copies of the Net.Ex Pro Software in Your possession or under Your control.
5.5 No liability. NetDevX.com will not be liable in relation to any damage caused by the termination of this Agreement.
Article 6 - Your Representations and Warranties; Indemnification of Net.Ex Pro
6.1 Representations. You represent and warrant that you are authorized to enter into this Agreement and comply with its terms. Furthermore, you represent and warrant that you will at any and all times meet with your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the Net.Ex Pro Software.
6.2 Indemnification. You agree to indemnify, defend and hold NetDevX.com, its Affiliates and the NetDevX.com Staff harmless from and against any and all liability and costs, including reasonable attorneys fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the Net.Ex Pro Software, or (d) use and/or modification of the Net.Ex Pro API.
Article 7 - Disclaimer of Warranties
7.1 No warranties. The Net.Ex Pro Software is provided "as is", with no warranties whatsoever; NetDevX.com does not, either expressed, implied or statutory, make any warranties, claims or representations with respect to the Net.Ex Pro Software, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose. NetDevX.com further does not represent or warrant that the Net.Ex Pro Software will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free, nor does Net.Ex Pro warrant any connection to or transmission from the internet.
7.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the Net.Ex Pro Software remains with you, to the maximum extent permitted by law.
7.3 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to you.
Article 8 - Limitation of Liability
8.1 No Liability. You acknowledge and agree that NetDevX.com, its Affiliates and the NetDevX.com Staff will have no liability in connection with or arising from your use of the Net.Ex Pro Software, as set forth below.
8.2 Limitation of Liability. In no event shall NetDevX.com, its Affiliates or the NetDevX.com Staff be liable, whether in contract, warranty, tort (including negligence), product liability or any other form of liability, for any indirect, incidental, special or consequential damages (including without limitation any loss of data, interruption, computer failure or pecuniary loss) arising out of the use or inability to use the Net.Ex Pro Software, even if NetDevX.com, its Affiliates or the NetDevX.com Staff have been advised of the possibility of such damages.
8.3 Remedy. Your only right or remedy with respect to any problems or dissatisfaction with the Net.Ex Pro Software is to uninstall and stop using the Net.Ex Pro Software.
8.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to you.
Article 9 - General Provisions
9.1 New versions of the Agreement. NetDevX.com reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the NetDevX.com Website. Your continued use of the Net.Ex Pro Software shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement.
9.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between you and NetDevX.com with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
9.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this agreement shall nonetheless remain in full force and valid.
9.4 No waiver. The failure of NetDevX.com at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by NetDevX.com.
9.5 No Assignment by you. You are not allowed to assign this Agreement or any rights hereunder.
9.6 Assignment by NetDevX.com. NetDevX.com is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
9.7 Language. The original English version of this Agreement may have been translated into other languages. In the event of any inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE
“I AGREE” BUTTON AND/OR CONTINUING TO INSTALL THE NET.EX PRO SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO NETDEVX.COM THE RIGHTS SET FORTH HEREIN.
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