5. RESTRICTIONS.
5.1. No Transfers. Under no circumstances You shall sell, rent, lease, loan, license,
sublicense, publish, display, distribute, or otherwise transfer to a third party the Software, any
copy or use thereof, in whole or in part, without Licensor's prior written consent, provided that
if such non-waivable right is specifically granted to You under applicable law in Your jurisdiction
You may transfer Your rights under this Agreement permanently to another person or entity,
provided that (a) You also transfer this Agreement, the Software, all accompanying printed
materials, and all other software or hardware bundled or pre-installed with the Software,
including all copies, updates and prior versions, to such person or entity; (b) retain no copies,
including backups and copies stored on a Client Device; and (c) the receiving party accepts
the terms and conditions of this Agreement and any other terms and conditions upon which
You legally purchased a license to the Software. Notwithstanding the foregoing, You may not
transfer education, pre-release, or “not for resale” copies of the Software. In no case You may
permit third parties to benefit from the Use or functionality of the Software via a timesharing,
service bureau or other arrangement.
5.2. Prohibitions. Except as otherwise specifically provided for in this Agreement, You may
not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, otherwise
reverse engineer, or otherwise reduce any party of the Software to human readable form or
transfer the licensed Software, or any subset of the licensed Software, nor permit any third
party to do so, except to the extent the foregoing restriction is expressly prohibited by
applicable law. You may not modify, or create derivative works based upon the Software in
whole or in part. Any such unauthorized use shall result in immediate and automatic
termination of this Agreement and the License granted hereunder and may result in criminal
and/or civil prosecution. Neither Software binary code nor source may be used or reverse
engineered to re-create the program algorithm, which is proprietary, without written permission
of the Licensor. All rights not expressly granted here are reserved by Licensor and/or its
suppliers and licensors, as applicable.
5.3. License Key. You may not give, make available, give away, sell or otherwise transfer
Your registration License Key or any copy thereof to a third party. Software License Key may
not be distributed, except as provided herein, outside of the area of legal control of the person
or persons who purchased the original License, without written permission of the Licensor.
Doing so will result in an infringement of copyright. The Licensor retains the right of claims for
compensation in respect of damage which occurred by Your giving away the License Key or
registration code contained therein. This claim shall also extend to all costs which the Licensor
or its licensors incur in defending themselves.
5.4. Compliance with Law. You agree that in using the Software and in using any report or
information derived as a result of using this Software, You will comply with all applicable
international, national, state, regional and local laws and regulations, including, without
limitation, privacy, copyright, export control and obscenity law.
5.5. No Transfer of Rights. Except as otherwise specifically provided herein, You may not
transfer or assign any of the rights granted to You under this Agreement or any of Your
obligations pursuant hereto.
5.6. No Reverse Engineering. You acknowledge that the Software is proprietary to the
Licensor and constitutes trade secrets of the Licensor. You agree not to modify, adapt,
translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the code
of the Software in any way.
5.7. No Modification. You agree not to modify or alter the Software in any way. You may not
remove or alter any copyright notices or other proprietary notices on any copies of the
Software.
5.8. Transfer of the Software. You may move the Software to a different Client Device; such
transfer may require You to contact Licensor to effectuate such transfer. After the transfer, You
must completely remove the Software from the former Client Device. YOU MAY NOT
SUBLICENSE, RENT OR LEASE YOUR RIGHTS IN THE SOFTWARE OR AUTHORIZE ANY
PORTION OF THE SOFTWARE TO BE COPIED EXCEPT AS MAY BE EXPRESSLY
PERMITTED IN THIS AGREEMENT.
5.9. Material Terms and Conditions. You specifically agree that each of the terms and
conditions of this Section 5 are material and that failure of You to comply with these terms and
conditions shall constitute sufficient cause for Licensor to immediately terminate this
Agreement and the License granted under this Agreement. The presence of this Section 5
shall not be relevant in determining the materiality of any other provision or breach of this
Agreement by either party hereto.
6. ADDITIONAL PROTECTION MEASURES.
Solely for the purpose of preventing unlicensed
use of the Software, the Licensor may install on Your Client Device technological measures
that are designed to prevent unlicensed use, and the Licensor may use this technology to
confirm that You have a licensed copy of the Software. The update of these technological
measures may occur through the installation of the updates.
7. RIGHT TO AUDIT.
To prevent fraud Use of the Software and support services, Licensor,
without written notice to users during Licensor’s business hours may examine and/or audit the
Use of Licensor’s Software by any user. If any examination or audit should reveal unlicensed
Use of the Software and support services by either an individual or an entity, then Licensor
reserves the right to reset the number of activations, demand such user to deactivate the
Software and stop providing such users with support services for the Software, until such users
obtain a license for the Software.
8. DISCLAIMERS.
8.1. NO WARRANTIES. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION
OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED
OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE SOFTWARE
AND SUPPORT SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY
WHATSOEVER AND THE LICENSOR MAKES NO PROMISES, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WHETHER BY STATUTE,
COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELATING TO THE
SOFTWARE OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR
PROVIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME
ALL RISKS AND RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE TO ACHIEVE
YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS
OBTAINED FROM THE SOFTWARE. THE LICENSOR MAKES NO WARRANTY THAT THE
SOFTWARE AND SUPPORT SERVICES WILL BE ERROR FREE OR FREE FROM
INTERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR
HARDWARE OR SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY
OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE
AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT
THE SOFTWARE AND SUPPORT SERVICES MAY NOT BE OR BECOME AVAILABLE DUE
TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODIC SYSTEM
MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL
FAILURE OF THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY
OR DISRUPTION ATTRIBUTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS,
INCREASED OR FLUCTUATING DEMAND, AND ACTIONS AND OMISSIONS OF THIRD
PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DISCLAIMS ANY EXPRESS OR
IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILABILITY,
ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL
LIABILITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY
LIABILITY ARISING FROM OR RELATED TO ANY FAILURE BY THE LICENSOR TO
TRANSMIT ACCURATE OR COMPLETE INFORMATION TO YOU.
8.2. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU
ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE
SOFTWARE AND THE INFORMATION CONTAINED IN OR COMPILED BY THE
SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH
ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR
A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT WILL THE LICENSOR 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, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE
DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING
SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF
THE USE OR INABILITY TO USE THE SOFTWARE, OR THE INCOMPATIBILITY OF THE
SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. INDEMNIFICATION
You will, at Your own expense, indemnify and hold Licensor, and its affiliates and suppliers,
and all officers, directors, and employees thereof, harmless from and against any and all
claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including
reasonable attorneys’ fees (collectively, “Claims”), arising out of any use of the Software by
You, any party related to You, or any party acting upon Your authorization in a manner that is
not expressly authorized by this Agreement.
10. U.S. GOVERNMENT-RESTRICTED RIGHTS.
10.1. Export Restrictions. You acknowledge and agree that the Software may be subject to
restrictions and controls imposed by the Export Administration Act and the Export
Administration Regulations of the United States (the “Acts”). You agree and certify that the
Software is not being or will be not used for any purpose prohibited by the Acts. You may not
Use, download, export, or re-export the Software (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 U.S. 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. You acknowledge that it is Your sole
responsibility to comply with any and all government export and other applicable laws and that
the Licensor has no further responsibility for such after the initial license to You. You warrant
and represent that neither the U.S. Commerce Department, Bureau of Export Administration
nor any other U.S. federal agency has suspended, revoked or denied Your export privileges.
11. PERSONAL DATA.
11.1. Processing of Personal Data.
a) By entering into this Agreement, You agree that the Licensor process Your personal data
during or in connection with your Use of the Software, gathered during your installation of the
Software, including Your email address. The Licensor employs other companies and
individuals to perform certain functions on its behalf. Examples include delivering packages,
sending e-mail, analyzing data, providing marketing assistance, and providing customer
service. They have access to personal information needed to perform their functions, but may
not use it for other purposes.
b) Licensor operates as a data controller for the purpose of providing the Software and
assistance to You. You hereby instruct Licensor to process the personal data that you share
with Licensor in order to provide you with and improve the Software (hereinafter "Personal
Data").
11.2. Security. Licensor shall maintain appropriate technical and organizational measures
for the protection of the security, confidentiality, and integrity of personal data (including
protection against unauthorized or unlawful processing and against accidental or unlawful
destruction, loss, or alteration or damage, unauthorized disclosure of, or access to personal
data). Licensor regularly monitors compliance with these measures. Licensor will not materially
decrease the overall security of the Software during its provision of the Software pursuant to
this Agreement. Licensor shall ensure that persons authorized to carry out processing have
committed themselves to confidentiality or are under the appropriate statutory obligation of
confidentiality.
11.3. Incident Notification. Licensor shall notify You without undue delay after becoming
aware of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or
access to personal data transmitted, stored, or otherwise processed by Licensor or its subprocessors of which Licensor becomes aware (a "Data Incident"). Licensor shall make
reasonable efforts to identify the cause of such Data Incident and take steps as Licensor
deems necessary and reasonable in order to remediate the cause of such a Data Incident to
the extent the remediation is within Licensor's reasonable control. The obligations herein shall
not apply to incidents that are caused by You.
11.4. Return and Deletion. Upon your written request Licensor will return or delete Personal
Data that You (and no other customer) made available to Licensor. Licensor may also refuse
such requests where returning or deleting such Personal Data would be prohibited by
applicable law, or where Licensor must retain such Personal Data due to legal obligations, to
protect its rights or those of a third party, or as required by Licensor for processing pursuant to
a legitimate interest as documented by Licensor.
11.5. International Transfer. The Software is provided via equipment and other resources
located in the United States and other locations throughout the world. You acknowledge and
agree that the Personal Data will be stored and processed in the United States and other
countries in which Licensor or its affiliates maintain facilities. If You are in the EEA and
Switzerland You acknowledge and agree that Your Personal Data will be stored on servers
based in Germany and processed in the United States. By using the Software, You consent to
the transfer of such Personal Data outside of the country in which you provide the information
and You hereby expressly consent to having Your Personal Data processed by Licensor in the
United States according to the Licensor’s current privacy policy as of the date of the
effectiveness hereof which is incorporated into this Agreement by reference.
For purposes of facilitating transfers of personal data from the EEA and Switzerland to the
United States, Licensor uses controller to processor model contractual clauses. Where
applicable, You agree to enter into model contractual clauses with Licensor, which are
available to You on written request.
12. MISCELLANEOUS.
12.1. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the Commonwealth of Virginia without
reference to conflicts of law rules and principles. To the extent permitted by law, the provisions
of this Agreement shall supersede any provisions of the Uniform Commercial Code as adopted
or made applicable to the Software in any competent jurisdiction. This Agreement shall not be
governed by the United Nations Convention on Contracts for the International Sale of Goods,
the application of which is expressly disclaimed and excluded. The federal and state courts
within the Commonwealth of Virginia shall have exclusive jurisdiction to adjudicate any dispute
arising out of this Agreement.
12.2. Period for Bringing Actions. No action, regardless of form, arising out of the
transactions under this Agreement, may be brought by either party hereto more than one (1)
year after the cause of action has occurred, or was discovered to have occurred, except that
an action for infringement of intellectual property rights may be brought within the maximum
applicable statutory period.
12.3. Publicity. The parties shall work together to issue publicity and general marketing
communications concerning their relationship and other mutually agreed-upon matters. In
addition, neither party shall issue such publicity and general marketing communications
concerning their relationship without the prior written consent of the other party (not to be
unreasonably withheld or delayed) and neither party shall disclose the terms of this Agreement
to any third party other than its outside counsel, auditors, and financial and technical advisors,
except as required by law), provided that, Licensor may mention You as a customer on its
website and general marketing communications.
12.4. Entire Agreement; Severability; No Waiver. This Agreement is the entire agreement
between You and Licensor and supersedes any other prior agreements, proposals,
communications or advertising, oral or written, with respect to the Software or to subject matter
of this Agreement. You acknowledge that You have read this Agreement, understand it and
agree to be bound by its terms. If any provision of this Agreement is found by a court of
competent jurisdiction to be invalid, void, or unenforceable for any reason, in whole or in part,
such provision will be more narrowly construed so that it becomes legal and enforceable, and
the entire Agreement will not fail on account thereof and the balance of the Agreement will
continue in full force and effect to the maximum extent permitted by law or equity while
preserving, to the fullest extent possible, its original intent. No waiver of any provision or
condition herein shall be valid unless in writing and signed by You and an authorized
representative of Licensor provided that no waiver of any breach of any provisions of this
Agreement will constitute a waiver of any prior, concurrent or subsequent breach. Licensor’s
failure to insist upon or enforce strict performance of any provision of this Agreement or any
right shall not be construed as a waiver of any such provision or right.
12.5. Injunctive Relief. You agree that a breach of this Agreement adversely affecting
Licensor’s proprietary rights in the Software may cause irreparable injury to Licensor for which
monetary damages would not be an adequate remedy and Licensor shall be entitled to seek
equitable relief in addition to any remedies it may have hereunder or at law.
© 2023 JumpSuite.Cloud. All rights reserved. The Software is the copyrighted property of
the Licensor and/or its licensors and protected by copyright laws and international intellectual
property treaties. Licensor’s trademarks and related logos, and all related product and service
names, design marks and slogans are the trademarks and/or registered trademarks of the
Licensor and/or its licensors. All other product and service marks contained herein are the
trademarks of their respective owners. Any use of the Licensor’s or third party trademarks or
logos without the prior written consent of the Licensor or the applicable trademark owner is
strictly prohibited.