SOFTWARE LICENSE AGREEMENT
NOTICE: BY CHECKING THE "I accept" BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THIS SOFTWARE, YOU EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST SELECT THE "I do not accept" BUTTON AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SOFTWARE.
USE OF SOFTWARE:
The ACS EndpointLock™ software (the "Software") is provided to you by Advanced Cyber Security Corp. (“ACS”) The software is protected by patent and copyright law and international intellectual property treaties. This software is licensed and not sold. Your rights and obligations with respect to the use of this Software are as follows:
* YOU MAY:
(i) Use only the number of activations purchased;
(ii) Copy/install the software onto the memory of your mobile device or computer and make one copy of the Software for archival purposes;
(iii) Use the Software on a network, provided that you have paid for a licensed copy of the Software for each mobile device or computer that can access the Software over that network;
(iv) If the purchase license so provides, after electronic notice to ACS, transfer the Software on a permanent basis to another person or entity, provided that you do not retain any copies of the Software and the transferee agrees to the terms of this Agreement.
* YOU MAY NOT:
(i) Copy the documentation that accompanies the Software;
(ii) Make any copies of all or part of the Software other than as expressly permitted in this Agreement;
(iii) Sublicense, rent or lease any portion of the Software or host the Software on your computer for others to use unless expressly licensed to do so;
(iv) Reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software or create derivative works from the Software; or
(v) Use a previous version or copy of the Software after you have received a replacement or an upgraded version as a replacement of the prior version. Upon upgrading the Software, all copies of the prior version must be destroyed.
(vi) Use the ACS EndpointLock trademarks as part of a product name, trademark or business name without prior written approval from ACS.
(vii) Create, market or distribute add-ons or enhancements to the Software without the prior written consent of ACS.
(viii) Copy any portion of the ACS EndpointLock product graphical user interface for incorporation into or use for any software or other product without the prior written consent of ACS.
* YOU ACKNOWLEDGE AND AGREE THAT:
(i) You will comply with all of the terms and conditions of this Agreement.
(ii) Any violation by you of this Agreement will cause ACS irreparable harm entitling ACS to immediate and permanent injunctive relief in addition to all other available remedies.
(iii) The ACS EndpointLock software is provided to you under a license from ACS.
(iv) Any claim or dispute relating to this Agreement must be brought in the appropriate state or federal court located in Suffolk County, NY or New York, NY. You agree to the assertion of personal jurisdiction over you by the State of New York and the New York courts, and you waive the right to challenge personal jurisdiction.
(v) You have had a complete opportunity to review and understand this Agreement before installing the Software.
ACS does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.
THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
DISCLAIMER OF DAMAGES:
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL ACS OR ITS LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ACS OR ITS LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IN NO CASE SHALL ACS'S LIABILITY EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you install the Software or accept these terms.
You may terminate this Agreement at any time by uninstalling and destroying all copies of the Software in your possession or control. ACS may terminate this agreement upon a breach by you of the terms and conditions of this Agreement or may cease providing service at any time in its sole discretion.
U.S. GOVERNMENT RESTRICTED RIGHTS:
RESTRICTED RIGHTS LEGEND: All ACS software and documentation are commercial in nature. The Software and Software documentation are "Commercial Items", as that term is defined in 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are defined in 48 C.F.R. §252.227-7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable, consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.27-7015, 48 C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the Code of Federal Regulations, as applicable. The Software and Software documentation are licensed to United States Government end users with only those rights as granted to all other end users, according to the terms and conditions contained in this license agreement. Manufacturer of the ACS EndpointLock™ software is Advanced Cyber Security Corp., 3880 Veterans Memorial Hwy, Bohemia, NY 11716, USA.
The Software and the underlying information and technology may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Afghanistan, Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By using the Software, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list, and that you will otherwise comply with all applicable export control laws.
This Agreement will be governed by the substantive laws of the State of New York, U.S.A. relating to contracts made there. The U.N. Convention on the International Sale of Goods is expressly excluded. This Agreement may only be modified by a written document that has been signed by both you and Advanced Cyber Security Corp.. Should you have any questions concerning this Agreement, please write: Advanced Cyber Security Corp., 3880 Veterans Memorial Hwy, Bohemia, NY 11716. ACS EndpointLock™ is a trademark of Advanced Cyber Security Corp.