End User License Agreement
BY DOWNLOADING, ACCESSING, INSTALLING OR USING THE SOFTWARE AND DOCUMENTATION (“SOFTWARE”), YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR USE THE SOFTWARE. THIS EULA CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY AND EXCLUSIVE REMEDIES. THE PROVISIONS BELOW FORM THE ESSENTIAL BASIS OF OUR AGREEMENT.
This EULA is a legal agreement between You and Cyphercor Inc., including its subsidiaries, affiliates and contractors acting on Our behalf (collectively “Cyphercor”, “Us”, “We”, or “Our”) regarding Your use of the Cyphercor, or one of its subsidiary’s Software. Cyphercor includes LoginTC. that is owned separately by Cyphercor. Unless You have another written agreement with Cyphercor regarding this Software, then Your use of this Software is governed by this EULA. From time to time, We may in Our sole discretion update or modify the EULA. The most recent version of the EULA is located at: http://www.cyphercor.com/eula
IF YOU AGREE TO THIS EULA, YOU ARE GRANTED A LIMITED, PERSONAL, WORLDWIDE, ROYALTY-FREE, NON-ASSIGNABLE, NON-SUBLICENSEABLE, NON-TRANSFERABLE AND NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE. YOU ARE PERMITTED TO USE ONE (1) COPY OF THE SOFTWARE FOR YOUR (A) PRIVATE, NON-COMMERCIAL PURPOSES AS A PRIVATE USER, AND/OR (B) COMMERCIAL PURPOSES AS A SERVICE PROVIDER IN A COMMERCIAL BUSINESS (“BUSINESS USER”). EXCEPT FOR THE CYPHERCOR PRODUCTS LISTED BELOW, YOU MAY ONLY DOWNLOAD AND INSTALL THE SOFTWARE ON ONE COMPUTING DEVICE. YOU MAY NOT RE-INSTALL THE SOFTWARE ON A SECOND COMPUTING DEVICE UNLESS THE ORIGINAL COMPUTING DEVICE FAILS, YOU CONTACT CUSTOMER SERVICE AND REQUEST APPROVAL TO RE-INSTALL THE SOFTWARE ON A NEW COMPUTING DEVICE, AND YOU CERTIFY TO CYPHERCOR THAT YOU DEINSTALLED THE SOFTWARE FROM THE FAILED COMPUTING DEVICE. PRIVATE AND BUSINESS USERS OF CYPHERCOR LoginTC CONNECTORS AND THE LoginTC USER SYNC TOOL THAT HAVE ONE COMPUTING DEVICES (E.G., STAND-ALONE COMPUTER, LAP-TOP AND MINI/PORTABLE PC), CAN ONLY BE USED BY YOU ON ONE (1) SYSTEM AT A TIME. IF YOU HAVE PURCHASED MULTIPLE LICENSES FOR THE SOFTWARE, AT ANY TIME YOU MAY HAVE AS MANY COPIES OF THE SOFTWARE IN USE AS YOU HAVE LICENSES.
LICENSE TO USE THE SOFTWARE. The Software is licensed to You, not sold to You. You must lawfully acquire the Software from Us, or Our authorized resellers otherwise You don’t have a right to use the Software. You may only purchase and/or download the Software from Cyphercor’s website. This EULA applies to Cyphercor Software installed on a hardware partition, blade, or terminal server, or in any other virtualization environment (collectively “Virtualization Environment”). A separate license agreement must be entered into with Cyphercor to obtain the right to use the Software for network connections or volume purchases. You agree that if the Software requires mandatory activation, You will complete the activation process providing Cyphercor with accurate information. Your use of the Software is suspended until You complete the activation and/or registration process. The Software may include digital images, stock photographs, clip art, fonts, sounds or other artistic works (“Stock Files”). The responsibilities and restrictions relating to the Software apply to the Stock Files. Cyphercor reserves all rights not expressly granted to You in this EULA. BUSINESS USERS: If You are a business, You agree to maintain systems and/or procedures that accurately record of the number of copies of the Software that have been installed on Your Computers and will keep the records for two (2) years from the date Your license to use the Software ends. Cyphercor may conduct an audit (remotely or at Your facility) of records and systems from Your business, to verify that Your installation of the Software conforms with a valid license from Cyphercor. Cyphercor will not conduct more than one (1) audit per year. If the audit results find that Your use does not conform to a valid license, then You will immediately obtain a valid license for the Software.
YOUR RESPONSIBILITIES WHILE USING THE SOFTWARE. With regard to Your Use of the Software under this EULA, You have certain responsibilities. The Software may include product activation and other technology designed to prevent unauthorized use and copying. You may not sell, rent, lease, re-sell, or loan the Software. If You purchase the Software as a gift to a third person, the third person must accept the terms of this EULA before using the Software. You may not reverse engineer, decompile or disassemble the Software. While We own Our Software, You own and are responsible for the content (“Content”) that You create or have created for You resulting from the use of Our Software (including any add-ons or plug-ins to Our Software that You create or have created for You). You agree that, in connection with Your use of the Software, You are responsible for the direct and/or indirect consequences of any of the (a) Content You create and (b) records that You use or modify in creating Your Content, especially in situations where You share Your Content with clients and/or third parties. Cyphercor can neither monitor nor control what third party networking sites or the members or users of such sites do with Your content You share. You are responsible for independently verifying the accuracy and completeness of Your content. You may not modify or create derivative works based upon the Software. You represent and warrant to Us that You will comply with all applicable laws and regulations impacting Your use of the Software including data protection and privacy laws. You agree that You will not use the Software in a way that is unlawful or that violates the rights of a third party. If We get sued or a claim is brought against Us by a third party due to (a) Your actions, (b) Your failure to act when required, or (c) Your content, then You agree to defend, indemnify and hold Cyphercor harmless. You may receive updates, bug fixes, feature enhancements or improvements, or other data relating to the Software (collectively “Updates”) downloaded to Your computer with a notice describing what is included in the Update and the purpose of the Update. You will have to choose either to install the Update on Your computer device or opt out and not install the Update. If You do not install the Updates the Software may not perform properly.
OUR INTELLECTUAL PROPERTY RIGHTS. The Software is protected by United States and Canadian Intellectual Property laws and international treaty provisions. Therefore, You may not distribute the Software without Our permission. If You purchase or download the Software in China, India, Indonesia or Vietnam, You may not copy the Software or printed materials accompanying the Software for any purpose. If You purchase or download the Software in a country not specifically prohibited under this EULA, You may only make one (1) copy of the Software or You may keep one (1) copy the Software on a single hard drive for backup or archival purposes. For backup or archival purposes only, You may either make only one (1) copy of the Software and the Printed Materials or print one copy of any user documentation if You downloaded the Software or You may keep one (1) copy the Software and printed materials (or User Documentation) on a single hard drive. Otherwise, You may not copy the Software or the printed materials accompanying the Software (or print copies of any user documentation if You downloaded the Software). You agree that Cyphercor, the Cyphercor logos, and other Cyphercor trademarks, service marks, graphics are trademarks of Cyphercor. You are not granted a right to use Marks without Cyphercor’s permission. You will not remove, obscure or alter any proprietary notices affixed to or contained within the Software. You understand and agree that We have the right to stop selling, distributing, servicing or updating the Software (any part of it), and services or offerings at any time.
PRE-COMMERCIAL RELEASE OR BETA SOFTWARE. If the Software You have received with this EULA is a pre-commercial release or a beta version, then You understand that the Software is pre-release, non-commercial version and does not represent a final product of Cyphercor. The Software may contain bugs, errors and other problems that could cause computer system failures and data loss. THEREFORE, ALL PRE-RELEASE OR BETA SOFTWARE IS PROVIDED ON AN “AS-IS” BASIS AND CYPHERCOR DISCLAIMS ANY AND ALL WARRANTIES OR LIABILITY TO YOU OF ANY KIND.
EVALUATION SOFTWARE. If the Software is identified as a demonstration, evaluation, trial, “not for sale” (“NFS”) or “not for resale” (“NFR”) version (“Evaluation Version”) in the applicable user documentation You may install and access one (1) copy of the Software only for the purpose of evaluation and/or demonstration. Unless You are authorized by Cyphercor, You may not use Our Software for competitive analysis, or commercial, professional, or other for-profit purposes. You understand that at the end of the evaluation period, You must either stop using the Software or pay for the Software to continue using it. If You fail to pay for it, then Your license terminates. Notwithstanding the foregoing, additional and differing terms apply to Cyphercor poducts, as set forth below in the Additional License Terms section of this EULA.
NO LIABILITY FOR OPEN SOURCE MATERIALS. THE SOFTWARE MAY CONTAIN “OPEN SOURCE” MATERIALS (E.G., ANY SOFTWARE SUBJECT TO OPEN SOURCE, COPYLEFT, GNU GENERAL PUBLIC LICENSE, LIBRARY GENERAL PUBLIC LICENSE, LESSER GENERAL PUBLIC LICENSE, MOZILLA LICENSE, BERKELEY SOFTWARE DISTRIBUTION LICENSE, OPEN SOURCE INITIATIVE LICENSE, MIT, APACHE OR PUBLIC DOMAIN LICENSES, OR SIMILAR LICENSE). CYPHERCOR MAKES NO WARRANTIES, AND SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT, WHATSOEVER WITH RESPECT TO OPEN SOURCE MATERIALS CONTAINED IN THE SOFTWARE.
NO LIABILITY FOR INDIRECT OR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CYPHERCOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CYPHERCOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE. THIS LIMITATION WILL APPLY REGARDLESS OF THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
EXPORT RESTRICTIONS. You may not download, distribute, export, re-export, or redistribute the Software, including any Cyphercor product, (a) into, or to a national or resident of any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department’s list of ‘Specially Designated’ nationals or the United States Commerce Department’s ‘Table of Deny Orders’. By downloading or using the Software, You are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such list. Except pursuant to an express, written, fully-executed agreement with Cyphercor, You may not purchase a license to use the Software for the purpose of exporting it to a country other than the original country of sale, nor may You retain the services of a third party to purchase a license to use the Software if in doing so You will require such third party to send (via any means, electronic or otherwise) the Software to You in a country other than the original country of sale.
GENERAL. If You acquired the Software in Canada, unless expressly prohibited by local law, this EULA is governed by the laws in force in the Province of Ontario, Canada; and, any dispute between You and Cyphercor regarding this EULA will be subject to the exclusive jurisdiction of the federal and provincial courts sitting in Toronto, Ontario. This EULA is the entire agreement between You and Cyphercor and supersedes any other communications or advertisements with respect to the Software and documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If Cyphercor has provided You with a translation of the English language version of this EULA, You agree that such translation is provided for Your convenience only and that the English language version, not the translation, of this EULA will be legally binding on You. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation.
If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision in the EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon Cyphercor unless made in writing and duly executed by You and an authorized representative of Cyphercor.
April 2013 (1.0)