WiperSoft Guard EULA
WIPERSOFT GUARD BETA TEST SOFTWARE LICENSE AGREEMENT
IMPORTANT LEGAL NOTICE TO ALL USERS AND/OR POTENTIAL USERS: READ CAREFULLY THE FOLLOWING LEGAL AGREEMENT BEFORE YOU INSTALL AND/OR START USING THE SOFTWARE.
BY CLICKING THE ACCEPT BUTTON IN THE LICENSE AGREEMENT WINDOW OR BY ENTERING CORRESPONDING SYMBOL(-S) YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. SUCH ACTION IS CONSIDERED BEING A SYMBOL OF YOUR SIGNATURE AND YOUR CONSENT TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT, ALSO AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IN CASE YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD IMMEDIATELY CANCEL THE INSTALLATION OF THE SOFTWARE AND/OR DO NOT INSTALL THE SOFTWARE.
AFTER CLICKING THE ACCEPT BUTTON IN THE LICENSE AGREEMENT WINDOW OR AFTER ENTERING CORRESPONDING SYMBOL(-S) YOU HAVE THE RIGHT TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
Company is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking to accept where indicated below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity.
1. Use of Evaluation Item and Software License.
Subject to the terms of this Agreement Company grants to You a personal, non-sublicensable, nonexclusive license to use the Evaluation Item in accordance with the documentation supplied by Company solely for Your internal testing purposes during the term of this Agreement. The Company shall at all times retain all title to and ownership of the Evaluation Item and all copies thereof. You agree to use the Evaluation Item only in the ordinary course of testing, and You will not reproduce or modify the Evaluation Item or any portion thereof. You shall not rent, sell, lease or otherwise transfer the Evaluation Item or any part thereof or use it for the benefit of a third party. You shall not reverse assemble, reverse compile or reverse engineer the Evaluation Item, or otherwise attempt to discover any Evaluation Item source code or underlying Proprietary Information (as that term is defined below).
2. Confidentiality; Ownership.
You acknowledge that, in the course of using the Evaluation Item and performing its duties under this Agreement, it may obtain information relating to the Evaluation Item and/or Company (“Proprietary Information”). Such Proprietary Information shall belong solely to Company and includes, but is not limited to, the existence of the Evaluation Item, its features and mode of operation, this Agreement, trade secrets, know-how, inventions (whether or not patentable), techniques, processes, programs, ideas, algorithms, schematics, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, benchmarks, software documents, and other technical, business, product, marketing and financial information, plans and data. In regard to this Proprietary Information:
(a) You shall not during the term of this Agreement and for a period of at least five years after its termination, use (except as expressly authorized by this Agreement) or disclose Proprietary Information without the prior written consent of Company unless such Proprietary Information becomes part of the public domain without breach of this Agreement by You, its officers, directors, employees or agents.
(b) During the period specified in (a) above, You agree to take reasonable measures to maintain the Proprietary Information and Evaluation Item in confidence.
(c) During the period specified in (a) above, You will disclose the Evaluation Item and Proprietary Information only to those of its employees and consultants as are necessary for the use expressly and unambiguously licensed hereunder, and only after such employees and contractors have agreed in writing to be bound by the provisions of this Agreement. You shall not, without the prior written consent of Company, disclose or otherwise make available the Evaluation Item or copies thereof to any third party.
(d) You will not remove or export the Evaluation Item or any Proprietary Information.
(e) You hereby assign to Company any invention, work of authorship, mask work, idea, information, feedback or know-how (whether or not patentable) that is conceived, learned or reduced to practice in the course of performance under this Agreement and any patent rights, copyrights (including moral rights; provided that any non-assignable moral rights are waived to the extent permitted by law), trade secret rights, database rights and all other intellectual property rights with respect thereto. You agree to take any action reasonably requested by Company to evidence, perfect, obtain, maintain, enforce or defend the foregoing.
(f) IF WE DETECT POTENTIALLY MALICIOUS ACTIVITY WE WILL UPLOAD A COPY OF THAT EXECUTABLE FILE AND ASSOCIATED TELEMETRY FOR ADDITIONAL ANALYSIS. You agree that Company may track certain data it obtains from your device during your use of the Evaluation Items including data about any malicious software, exploits or other threats flagged by the Evaluation Items (including but not limited to potential sources of such threats, such as payload files, file format and recent URL’s visited), data about your license, data about what version of the Evaluation Items you are using and what operating conditions it runs under and data concerning your geographic location. We may share data relating to malicious software, exploits or other threats flagged by the Evaluation Items with third parties.
You agree to provide reports upon request, which reports will disclose: (1) which portions of the Evaluation Item have been used, (2) the nature of that use, (3) the extent or amount of use, (4) all errors or difficulties discovered and (5) the characteristic conditions and symptoms of the errors and difficulties, in sufficient detail to allow the Company to recreate the errors and difficulties itself.
4. WARRANTY DISCLAIMER.
The parties acknowledge that the Evaluation Item is experimental in nature and that the Evaluation Item is provided “AS IS” and may not be functional on any machine or in any environment. COMPANY DISCLAIMS ALL WARRANTIES RELATING TO THE EVALUATION ITEM, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WARNING: THE EVALUATION COPY OF THE SOFTWARE CONTAINS A ROUTINE THAT WILL CAUSE THE SOFTWARE TO CEASE PROPER FUNCTIONING AFTER A CERTAIN PERIOD OF TIME. THIS MAY OCCUR BEFORE OR AFTER TERMINATION OF THE LICENSE, SO YOU MUST BE PREPARED FOR SUCH EVENT AT ALL TIMES AND MAY NOT RELY ON THE SOFTWARE.
5. Limitation of Remedies and Damages.
COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
Although fully assignable and transferable by Company, neither the rights nor the obligations arising under this Agreement are assignable or transferable by You, and any such attempted assignment or transfer shall be void and without effect.
7. Execution of Agreement, Controlling Law, Attorneys’ Fees and Severability.
This Agreement shall become effective only upon its execution by both Company and You and it shall be governed by and construed in accordance with the laws of the Lithuania Republic without regard to the conflicts of laws provisions therein.
8. Entire Agreement.
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled. Any modifications of this Agreement must be in writing and signed by both parties.
9. Equitable Relief.
You acknowledge and agree that due to the unique nature of Company’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow You or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law.
This Agreement may be terminated by Company for any reason or no reason upon thirty days’ written notice to the You via email, or immediately upon notice of any breach by You of the provisions of this Agreement, and in any case will terminate on sixty days after execution. Upon termination, the license granted hereunder shall terminate and You shall immediately return the Evaluation Item, together with any and all documents, notes and other materials regarding the Evaluation Item to Company, including, without limitation, all Proprietary Information and all copies and extracts of the foregoing, but the terms of this Agreement will otherwise remain in effect.
11. BASIS OF BARGAIN.
EACH PARTY RECOGNIZES AND AGREES THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT.