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THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN
PROTECTPRO SOLUTIONS (“PS”) AND THE INDIVIDUAL OR ENTITY
(“LICENSEE” or “LICENSEE ENTITY”) THAT HAS PURCHASED
THIS LICENSE TO USE THE PROTECTPRO® FOR NETWORKS PRODUCT
WITH THE PROTECTION PLAN AND TOOLS IN ALL FORMS,
INCLUDING THE PROTECTWARE® TEMPLATES, PROGRAM FILES, AND
ACCOMPANYING WORKBOOK, GUIDE, AND RELATED DOCUMENTATION
(“SOFTWARE”). PS IS WILLING TO GRANT LICENSEE THE
FOLLOWING LICENSE TO USE THE SOFTWARE ON THE CONDITION
THAT LICENSEE ACCEPTS ALL OF THE TERMS IN THIS
AGREEMENT. IF LICENSEE DOES NOT AGREE TO ANY OF THESE
TERMS, PS IS UNWILLING TO LICENSE THE SOFTWARE TO
LICENSEE, THEN LICENSEE SHOULD RETURN THE SOFTWARE
(INCLUDING THE CD-ROM, WORKBOOK, GUIDE AND OTHER
MATERIALS RECEIVED FROM PROTECTPRO SOLUTIONS) WITHIN 7
CALENDAR DAYS OF PURCHASE, WITH ITS RECEIPT, TO THE
PLACE OF PURCHASE FOR A REFUND OF THE AMOUNT LICENSEE
PAID FOR SUCH SOFTWARE.
1. License. Subject to the terms and conditions of this
Agreement, PS grants to Licensee Entity a
nontransferable, nonexclusive, world-wide license (a) to
use the Software to fill out and complete the Templates
included in the Software solely to develop a set of
network protection plan and tool documents
(“Documentation”) for the protection and recovery of one
Site (defined below) and to create updates of such
Documentation (“Completed Templates”); (b) to modify the
Templates for internal use at one Site only; (c) to
print out the Completed Templates; and (d) to distribute
the Completed Templates in whole or in part to
individuals within the Group solely for the purpose of
using the Documentation for one Site. For the purpose of
this Agreement, Licensee Entity means members of the
Group (defined below) identified in the Documentation
with a need to know in order to participate, develop,
fund, or supervise the Documentation for one Group to
protect and recover one Site. “Group” means one
business, department, branch, division, or similar unit
at one Site and with up to 80 employees, whether at that
site, at home, or on the road, and its key vendors,
business partners, and/or customers. “Site” means the
computer infrastructure located in one server room at
one physical location and its backup locations. (A group
with more than 80 employees will need to purchase
additional licenses.) PS RECOMMENDS HIRING AN EXPERT
RESOURCE TO USE THIS PRODUCT.
2. Restrictions. Unless written permission is provided
by PS, Licensee agrees that Licensee shall not: (a)
sell, lease, lend, sublicense, or otherwise transfer the
Software; (b) decompile, reverse-engineer, or otherwise
attempt to discover the underlying trade secrets except
to the extent such actions may be allowed by mandatory
provisions of the jurisdiction in which Licensee
obtained this license; (c) otherwise modify the
Software; (d) incorporate the Software into other
software; (e) permit any person to use the Software
other than those within the Licensee's Group; (f) export
the Software or the direct product of the Software
outside the United states except as authorized by
applicable laws and regulations; or (g) copy the
Software, except that Licensee may make backup copies of
the Software for archival purposes.
3. Ownership. PS retains ownership of all originals and
copies of the Software and the intellectual property
rights therein. Licensee shall have no rights in any
originals or copies of the Software other than the
rights expressly granted to Licensee in this Agreement.
4. Confidential Information. For purposes of this
Agreement, the term “Confidential Information” includes
the Software and all trade secrets of PS. Licensee
agrees that at all times and notwithstanding any
termination or expiration of this Agreement, Licensee
will hold in confidence and will not use PS Confidential
Information or disclose PS Confidential Information to
any person except as necessary to make use of the
Software pursuant to this Agreement. Upon termination or
expiration of the Agreement, or upon written request of
PS, Licensee will promptly return to PS all Confidential
Information or destroy all Confidential Information, at
the sole discretion of PS. Upon request by PS, Licensee
will provide written certification that it has done so.
5. Disclaimer of Warranties and Conditions. THE SOFTWARE
IS LICENSED “AS IS.” PS MAKES NO WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED. PS EXPRESSLY AND
SPECIFICALLY DISCLAIMS ANY ACCURACY IMPLIED WARRANTIES
OR CONDITIONS OF NON-INFRINGEMENT, TITLE,
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR
ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE,
OR USAGE OF TRADE. CUSTOMER UNDERSTANDS THAT USE OF THE
SOFTWARE DOES NOT PROVIDE ANY GUARANTEE, OR
CERTIFICATION, OR ESTABLISH COMPLIANCE WITH ANY INDUSTRY
STANDARD, REGULATION OR LAW.
6. LIMITATION OF LIABILITY. WHETHER OR NOT ANY REMEDY
SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR
OTHERWISE, TO THE EXTENT PERMITTED BY LAW OF THE
JURISDICTION IN WHICH LICENSEE OBTAINED THIS LICENSEE,
PS SHALL NOT BE LIABLE TO LICENSEE OR ANY PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
OF ANY CHARACTER, INCLUDING BUT NOT LIMITED TO, DAMAGES
FOR COMPUTER MALFUNCTION, LOSS OF INFORMATION, LOSS OF
PROFIT, ACCURACY, BUSINESS INTERRUPTION, AND COST TO
OBTAIN SUBSTITUTES, ARISING OUT OF THIS AGREEMENT OR
OTHERWISE. IN NO EVENT SHALL PS’S TOTAL CUMULATIVE
LIABILITY TO CUSTOMER RELATING TO THE USE OR INABILITY
TO USE THE SOFTWARE EXCEED THE AMOUNT PAID FOR
LICENSEE’S RIGHTS TO PS UNDER THIS LICENSE AGREEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO THE LICENSEE.
7. U.S. Government End Users. The Software is a
“commercial item,” as that term is defined at 48 CFR
2.101 (Oct 1995), consisting of “commercial computer
software” and “commercial software documentation,” as
such terms are used in 48 CFR 12.212 (Sept 1995) and is
provided to the U.S. Government only as a commercial end
item. Consistent with 48 CFR 12.212 and 48 CFR
227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire the Software with only
those rights set forth herein.
8. Trademarks. ProtectPro, ProtectPro.com, and
ProtectWare are trademarks or registered trademarks of
ProtectPro Solutions. All rights reserved.
9. Termination. Licensee’s license to use the Software
will terminate automatically without notice from PS if
Licensee fails to comply with any terms of this License
Agreement.
10. General. This Agreement will be governed by the laws
of the State of California without regard to the
application of conflict of law principles. If any
provision of this Agreement is held to be unenforceable,
that provision will be removed and the remaining
provisions will remain in full force. This Agreement is
the complete and exclusive statement of the agreement
between PS and Licensee that supersedes any proposal or
prior agreement, oral or written and any other
communication between PS and Licensee in relation to the
subject matter of this Agreement. No document, invoice
or terms submitted by Licensee with purchase of this
product that conflict with this Agreement shall have any
effect whatsoever.
THE SOFTWARE INCLUDING THE ACCOMPANYING WORKBOOK, GUIDE,
AND OTHER MATERIALS ARE PROTECTED BY UNITED STATES
COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED
REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND
CRIMINAL PENALTIES.
© 2004 PROTECTPRO SOLUTIONS. ALL RIGHTS RESERVED. |