End User License Agreement
TRUSTIFI LLC. END USER LICENSE AGREEMENT
This End User License Agreement (“License Agreement“) is the legal agreement between you and Trustifi LLC. (“Trustifi“) with respect to Trustifi’s proprietary software (“Software“) licensed to you by Trustifi to be used on your internal network as set forth herein. Please note that the term “you” shall also refer to any authorized end users who have access to any of the data resources monitored by our Software on your behalf (“End Users“).
BY CLICKING “I ACCEPT” AND/OR BY DOWNLOADING, COPYING, INSTALLING THE SOFTWARE ON YOUR PERSONAL COMPUTER OR OTHER DEVICE, AND/OR BY OTHERWISE USING THE SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. WE RECOMMEND THAT YOU KEEP A COPY OF THIS LICENSE AGREEMENT FOR YOUR RECORDS.
We may amend this License Agreement at any time by posting the amended terms on our website. Your continued use of the Software shall constitute your consent to any changes made. If you do not agree to the new or different terms, you should not use the Software. This Agreement may not be otherwise amended.
- Trustifi provides access to its Software hosted by Amazon or any other third party cloud service provider. The Software will scan, encrypts observe, review and monitor your personal files and emails for backup and restoration purposes (the foregoing actions enabled by means of the Software shall be herein after referred to as “Services“). This License Agreement sets forth the basis on which you are permitted to access and use the Software and Services. The term “Software” shall include all revisions, improvements, new releases and/or updates that may be made automatically and related documentation all to the extent provided by Trustifi under this License Agreement.
- Evaluation License. If, within the applicable type of license you purchase an evaluation license is included, then you are granted a limited, personal, non-exclusive, revocable, non-transferable and non-sublicensable license to to install and receive access to the Software on a personal computer or other device that you own or control (“Authorized Device“) and access (via login and password) and use the Services for the sole purpose of determining whether to purchase a commercial license to the Services. Upon expiration of the evaluation term you shall indicate to Trustifi whether you are interested in obtaining a license to use the Services. Under the evaluation license, the Software and Services are provided to you “As Is”, without warranty of any kind, and your sole remedy in case of dissatisfaction shall be to stop using the Services.
- Commerical License.
To the extent you have purchased a license to use the Services, then, subject to the terms of this License Agreement, Trustifi hereby grants you a limited, personal, non-exclusive, revocable, non-transferable, non-sublicensable license to install and receive access to the Software on an Authorized Device and access (via login and password) and use the Services for all legal uses contemplated by this License Agreement. The personal login and password should be maintained securely by you from unauthorized use. You shall be solely responsible to ensure that the Software is securely installed and used.
- THE SOFTWARE IS LICENSED TO YOU; IT IS NOT SOLD. Other than the rights explicitly granted in this License Agreement, you shall have no other rights, express or implied, in the Software. Without limiting the generality of the foregoing, you agree and undertake not to: (i) sell, lease, sublicense or distribute the Software, or any part thereof, or otherwise transfer the Software; (ii) reverse engineer, decompile, disassemble, or otherwise reduce to human-perceivable form the Software’s source code and or any third party software provided by Trustifi or create any derivative work based on the Software; (iii) modify, revise, enhance, or alter the Software; (iv) delete or modify any attributions, legal notices or other proprietary designations in the Software or part thereof. Any such forbidden use shall immediately and automatically terminate your license to use the Software, without derogating from any other remedies available to Trustifi; (v) copy or allow copies of the Software to be made except for backup or archival purposes and only throughout the term hereof; (vi) use the Software on any device that you do not own or control, and you may not distribute or make the Software available over a network where it could be used by multiple devices at the same time except as required for its proper use and operation; (vii) represent that you possess any proprietary interest in the Software; (viii) use the Software in any illegal manner or for unlawful purposes; (viii) directly or indirectly, take any action to contest Trustifi’s intellectual property rights or infringe them in any way.
You will indemnify, defend and hold Trustifi harmless from all losses, fees and damages suffered by Trustifi and arising from your breach of the terms of this Section 4.
- Title and Ownership. The Software and any revisions, modifications, enhancements and/or derivatives thereof are owned by Trustifi and/or its licensors and are protected under copyright laws and treaties. All right, title, and interest in and to the Software, including all associated intellectual property rights are and shall remain owned solely by Trustifi and/or its licensors.
- Third Party Software; Open Source. The Software contains proprietary software provided by third parties as well as certain open source software components. Third party proprietary software is provided “AS IS” without warranty of any kind, and subject to the the applicable license terms attached to such third party software and if no such terms are attached then, such software is licensed under the terms of this license and accordingly, the restrictions contained in this License Agreement shall apply to such third party proprietary software providers and third party proprietary software as if they were Trustifi and the software respectively.
- Payment and Fees. The Software is provided to you for no consideration or payment. The Services enabled by the Software are subject to payment. You shall order the Services by going through the purchasing process available on our website (“PO“). In consideration for your use of the Services you shall pay Trustifi the monthly or annual fee (“Fee“) set forth in the PO. Payment terms and method are set forth in the PO. Fees are net to Trustifi and you shall pay all taxes associated with your use of the Services. We reserve the right to change our Service offerings from time to time, to amend the scope of Services offered and to offer different Services in different scopes to various customers and end users.
- Compliance with Law. You undertake to use the Software in accordance with all applicable laws, including without limitation, all applicable export laws, restrictions and regulations and agree that you will not export, or allow the export or re-export of the Software in violation of any such laws, restrictions and/or regulations. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.
- Warranty Disclaimer. THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRUSTIFI DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY DISSATISFACTION WITH THE SOFTWARE IS TO IMMEDIATELY UNINSTALL THE SOFTWARE AND CEASE USE OF THE SOFTWARE. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND/OR SERVICES REMAINS WITH YOU. TRUSTIFI DOES NOT WARRANT THAT THE SOFTWARE AND/OR SERVICES WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION. IT IS CLARIFIED THAT THE HOSTING SYSTEM PROVIDER (e.g. AMAZON) IS NOT RESPONSIBLE FOR THE LICENSED SOFTWARE AND/OR THE SERVICES AND DISCLAIMS ALL WARRANTIES OF ANY KIND.
- Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (TORT, CONTRACT, OR OTHERWISE), SHALL TRUSTIFI OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR FOR DAMAGES FOR LOSS OF GOODWILL, BUSINESS INTERRUPTION, DEVICE FAILURE OR MALFUNCTION, LOSS OF BUSINESS PROFITS, LOSS OF DATA OR BUSINESS OR FINANCIAL INFORMATION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL TRUSTIFI’S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES EXCEED THE THE AMOUNTS PAID BY YOU TO TRUSTIFI UNDER THIS LICENSE AGREEMENT DURING THE 6 MONTHS PRECEDING THE DATE OF THE OCCURRENCE WHICH GAVE RISE TO THE CLAIM EVEN IF TRUSTIFI HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
- Term. The License shall commence as soon as you have been granted access to the Services and shall be in effect for either a monthly or an annual term, depending on the type of Fees paid as specified in the applicable PO (“Term“). At the end of each applicable Term, this License Agreement may be renewed subject to payment of applicable fees for additional monthly or annual terms. Upon termination or expiration of the applicable Term, your right to use the Software and Services shall immediately cease and you should immediately remove the Software from your Authorized Devices.
- Termination. Either party shall have the right to terminate this Agreement if the other party breaches a material term of this License Agreement and such breach is not cured within 30 days following written notice. Termination of the License Agreement shall be in addition to any equitable remedies available to either party. All parts of this License Agreement which by their nature are intended to remain in effect following termination shall survive any termination of this License Agreement.
- This License Agreement shall constitute the complete and exclusive agreement between the parties and may not be modified except by a written agreement signed by Trustifi. TRUSTIFI’S ACCEPTANCE OF YOUR USE OF THE SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. You may not assign this Agreement without Trustifi’s prior written approval. Trustifi shall be entitled to assign this License Agreement at its discretion. This License Agreement shall be construed and governed in accordance with the laws of the State of Delaware (regardless of its conflict of law provisions) and the competent courts in Delaware shall have exclusive jurisdiction over any dispute arising out of or related to this License Agreement. Failure of Trustifi to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. NO ACTION MAY BE COMMENCED UNDER THIS LICENSE AGREEMENT MORE THAN ONE (1) YEAR AFTER A CAUSE OF ACTION HAS ARISEN.