IMPORTANT - DO NOT COPY, INSTALL, OR USE the Materials provided under this End-User License Agreement ("Agreement"), until You have carefully read the following terms and conditions.
By copying, installing, or otherwise using the Materials, You agree to be bound by the terms of this Agreement. Do not copy, install, or use the Materials provided herein if You do not agree to the terms of this Agreement.A. DEFINITIONS:
'Agreement' means this Netective End-User License Agreement.
'Computer' or 'Work Station' means the device upon which the Software is deployed.
'Documentation' means any documentation provided to You by Imprezzio (whether electronic or printed) which accompanies or precedes the Software.
'Fee' means the Initial Setup Fee, Subscription Fee, and the Support Fee (if applicable).
'Imprezzio' means Imprezzio Solutions, Inc., a Washington corporation.
'Initial Setup Fee' means the sums paid by You in consideration for and respect of starting, initiating, configuring and/or enabling a Computer or Work Station to run the Software.
'License Term' means the calendar term of this User License that corresponds to Your Subscription Fee for which a User is permitted to use the Software.
'Maintenance' means collectively Upgrades, Enhancements and/or Updates to the Software, and technical support if You have paid a Support Fee.
'Materials' means the Software and Documentation.
'Media' means objects on which data can be stored including without limitation CD-ROMs, tapes, USB memory sticks, and floppy disks or other media containing the Software provided to You by Imprezzio.
'Software' means the Netective software program and any part thereof together with any Upgrades, Enhancement and/or Updates to said software program.
'Subscription Fee' means the reoccurring fee paid by You in respect of a User License to use the Software for the License Term.
'Support Fee' means the fee paid by You in consideration of the provision of support services (if any), by Imprezzio or an agent thereof.
'Update', 'Enhancement' or 'Upgrade' means any enhancements or improvement to the functionality of the Software made available to You by Imprezzio, in its sole discretion.
'User' means an employee, agent or other individual who uses a Computer of Work Station which runs the Software licensed to You and 'Users' shall be construed accordingly.
'User License' or 'Per User License' means the license granted to You under this Agreement to use the Software on a single Computer or Workstation.
'You' means the licensee and 'Your' means belonging to You or engaged by You or otherwise pertaining to You as the context so allows, whether on a temporary basis or otherwise.B. LICENSE GRANTED:
1. Grant. Subject to all of the terms and conditions of this Agreement, Imprezzio grants to You a non-exclusive, non-assignable, copyright Per User License to use the Software.
2. Installation and Use. You may install, use, access, display and run one copy of the Software under each User License on a single Computer. The Software may not be used by more than one User, at any one time, on more than one Computer. The Software may not be installed on a greater number of Computers than Your User License respecting the Software permits.C. LICENSE RESTRICTIONS:
1. General Restrictions. If you receive your first copy of the Software electronically, and a duplicate copy on Media, then you may use the duplicate copy only in accordance with your applicable User License, or for backup or archival purposes. You may not provide the duplicate copy to another user. You may not: (i) use or copy the Software except as provided in this Agreement; (ii) rent or lease the Software to any third party; (iii) assign this Agreement or transfer the Software without the express written consent of Imprezzio; (iv) modify, adapt, or translate the Software in whole or in part except as provided in this Agreement; (v) reverse engineer, decompile, or disassemble the Software; (vi) attempt to modify or tamper with the normal function of a license manager that regulates usage of the Software; or (vii) distribute, sublicense or transfer the source code form of any components of the Software and derivatives thereof to any third party except as provided in this Agreement.
2. Per User License. You have purchased a Per User License which permits You to run the Software on a single Computer or Workstation. If You wish to use the Software on more than one Computer, You must purchase a separate Per User License for each such Computer on which You wish to use the Software.
3. Transfer. You may only transfer your rights under this Agreement with Imprezzio's prior written permission.D. COPYRIGHT AND OWNERSHIP:
1. Title. Title to the Materials and all copies thereof remain with Imprezzio. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. No license, right or interest in Imprezzio's logos, or trademarks is granted to You under this Agreement and You hereby agree not to remove any product identification or notices of proprietary restrictions, or any copyright notice from the Software. Further, You agree to prevent any unauthorized copying of the Software. Except as expressly provided herein, no license or right is granted to You directly or by implication, inducement, estoppel or otherwise. Specifically, Imprezzio does not grant any express or implied right to You under Imprezzio patents, copyrights, trademarks, or trade secret information.
2. Ownership. Upon payment of the Initial Setup Fee and annual Subscription Fee, You own only the Media on which the Software is recorded. You do not own the Software itself. The Software is the exclusive property of Imprezzio. The Software and the Documentation including all know-how, concepts, logic and specifications are proprietary products of Imprezzio and are protected throughout the world by copyright and other intellectual property rights.
3. Excepting Third Party Interests. Except to the extent that a third party's materials or property are included in the Materials, and this third party has copyright or other proprietary interests in said Materials, all right, title, and interest in the Materials including, but not limited to, all copyrights, are the exclusive property of Imprezzio.
4. Intellectual Property Rights. Any and all intellectual property rights in the Software, the Imprezzio and/or Netective Website, Imprezzio and/or Netective Online Material, and Imprezzio and/or Netective Promotional Material are and shall remain the exclusive property of Imprezzio. Nothing in this Agreement intends to transfer any such intellectual property rights to, or to vest any such intellectual property rights in You. You are only entitled to the limited use of the intellectual property rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with Imprezzio's intellectual property rights. Any unauthorized use of Imprezzio's intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws. All title and intellectual property rights in and to any third party content that is not contained in the Software, but may be accessed through use of the Software is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.E. LIMITATION OF WARRANTY:
1. No Warranty. The Software and Documentation are provided "as is" with no warranties, expressed or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, non-infringement of intellectual property rights, or any warranty otherwise arising out of any proposal, specification, or sample.
2. Exclusive Remedy. If the Media on which the Software is furnished are found to be defective in material or workmanship under normal use for a period of ninety (90) days from the date of receipt, Imprezzio's entire liability and your exclusive remedy shall be the replacement of the Media. This offer is void if the Media defect results from accident, abuse, or misapplication.
3. Risk and Acknowledgement. You bear the entire risk as to selecting the Software for your purposes and as to the quality and performance of the Software. This limitation will apply notwithstanding the failure of essential purpose of any remedy. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so this disclaimer may not apply to You.
Without limitation to the foregoing, Imprezzio does not warrant that the Software will meet your requirements or that the operation of the software will be error free or uninterrupted, or that defects in the Software will be corrected. Moreover, Imprezzio does not warrant that the Software will detect, monitor, or identify User activities.
Imprezzio expressly disclaims liability for any suggestions or advise made by Imprezzio (including without limitation by its employees, consultants and sub-contractors) in connection with your use of the Software.
Imprezzio does not warrant that You are entitled to and/or may lawfully detect, monitor, or identify User communications, computer use, internet traffic, or any other User activity.
You acknowledge and agree that You shall be solely responsible for assessing whether, when, why, and how you may lawfully use the Software, and the nature, scope and necessity of You providing the User notice of the Software's use, as may be required under Federal and/or applicable state laws, prior to Your deployment of the Software.
You further acknowledge and agree that You shall be solely responsible for back-up of all data and that You shall take appropriate measures to protect such data. Imprezzio assumes no liability or responsibility whatsoever if data is lost.F. LIMITATION OF LIABILITY:
1. Limitation of Liability. Except as required by law, Imprezzio and its distributors, directors, officers, licensors, contributors and agents (collectively "Imprezzio") will not be liable for any indirect, special, incidental, consequential or exemplary damages arising out of or in any way relating to this Agreement or the use of or inability to use the Software, or any use not in conformity with Federal and/or applicable state laws, including without limitation damages for invasion of privacy, negligent and/or intentional infliction of emotional distress, loss of goodwill, work stoppage, lost profits, loss of data, and computer failure or malfunction, even if advised of the possibility of such damages and regardless of the theory (contract, tort or otherwise) upon which such claim is based.
2. Invalid Limitation of Liability. If any limitation, exclusion, disclaimer or other provision contained in this Agreement is held to be invalid for any reason by a court of competent jurisdiction and Imprezzio becomes liable thereby for loss or damages that may lawfully be limited, such liability whether in contract, tort or otherwise, will not exceed the fees paid by You under this Agreement (if any). Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so this exclusion and limitation may not apply to You.
3. Aggregate Liability. In no event shall Imprezzio's aggregate liability to You arising out of or in connection with this Agreement, from all causes of action and theories of liability, exceed the Fees paid by You for the Software.G. UNAUTHORIZED USE:
1. Unauthorized Use. The Software is not designed, intended, or authorized for use in any context where the User of the Computer upon which the Software is installed, deployed, and/or running has an expectation of privacy, has not been expressly notified of the Software's deployment and the nature and scope of its use, and/or in any type or system or application in which the use and/or failure of the Software could create a situation where personal injury, imperilment or death may occur.
2. Indemnification. Should You purchase or use the Software for any unintended or unauthorized use, You shall indemnify and hold Imprezzio and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of liability, injury or death associated with such unintended or unauthorized use, even if such claim alleges that Imprezzio was negligent regarding the design, development, marketing or manufacture of the Software.H. TERMINATION OF THIS LICENSE:
1. Termination. This Agreement becomes effective on the date You first deploy or install the Software, and/or otherwise manifest acceptance of this Agreement. The User License provided under this Agreement will remain in effect until terminated as provided for in this Agreement; provided, however, the provisions of this Agreement will remain in effect. If You are using the Software under a time-limited license, said license terminates without notice on the last day of the time period, which may be controlled by the Software's registration key. Without prejudice to any other rights, Imprezzio may terminate Your User License at any time if you fail to comply with any of the terms and conditions of this Agreement, and all provisions of this Agreement will survive termination and continue in effect. Upon termination, You will immediately return to Imprezzio or destroy all copies of the Software and all of its component parts.
Netective is an annual subscription program. Billing and service information is managed by Imprezzio, Inc. You may cancel your subscription at anytime. A canceled annual subscription will expire beginning on the next Billing Cycle Date for the account. You will not be entitled to a prorated refund of any payments since annual subscriptions require a one-year commitment to qualify for reduced rates. Members will have access to their account through their current billing cycle.I. SUBSCRIPTION FEE & AUTOMATIC RENEWAL:
Subscription Fee and Automatic Renewal. Netective is a subscription program that is purchased annually. Your payment will grant you a one-year license per workstation. Your credit card will be automatically billed for another one-year subscription on each anniversary date of Your initial subscription.J. MISCELLANEOUS:
1. Government Restricted Rights and End-Users . The Software is provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is subject to restrictions set forth in FAR52.227-14 and DFAR252.227-7013 et seq. or its successor. Use of the Software by the Government constitutes acknowledgment of Imprezzio's rights therein.
his Product is a "commercial item," 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 used in 48 C.F.R. 12.212 and 48 C.F.R. 227.7202. Consistent with 48 C.F.R. 12.212, 48 C.F.R. 27.405(b)(2) and 48 C.F.R. 227.7202, all U.S. Government End Users acquire the Product with only those rights as set forth therein.
2. Applicable Laws. Any claim arising under or relating to this Agreement, and the terms of this Agreement, shall be governed by and interpreted in accordance with the internal laws of the State of Washington, and shall be subject to the jurisdiction of the courts of the State of Washington, without giving effect to any choice of law rules that may require the application of laws of another jurisdiction. You agree that the terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Should any provision of this Agreement be found to be void, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.
3. Third Party Programs. The Software may be incorporated into and/or may otherwise contain third party software or technology ("Third Party Material"). Any such Third Party Material that is incorporated into the Software falls under the scope of this Agreement. Any and all other Third Party Material that may be distributed together with the Software will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with Imprezzio regarding such Third Party Material and You will look solely to the applicable third party and not to Imprezzio to enforce any of Your rights as to Third Party Material.
4. Export Restrictions. You acknowledge that the Software and this User License are subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software and its use, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the U.S. Government and other governments.
5. Maintenance and Upgrades. You acknowledge and agree that the Software and Imprezzio may directly and remotely communicate for the purpose of, without limitation, verifying credentials, issuing reports and alerts such as automated support requests and alert messages, and to provide Maintenance.
6. Entire Agreement; Severability. This Agreement (including any schedule, addendum or amendment to this Agreement) is the entire agreement between you and Imprezzio relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this Agreement. To the extent the terms of any Imprezzio policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control. If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.
7. New version of the Software. From time to time, Imprezzio may, but shall have no obligation to, add additional features or functions to the Software, or to provide programming fixes, Updates, Enhancements or Upgrades to the Software. Imprezzio has no obligation to make available any subsequent versions of the Software. You may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the Software.
8. Force Majeure. The schedule for manufacture, production, distribution and Update, Enhancement or Upgrade of the Software may be altered due to the onset of war, strikes, accidents, fires, casualties, or other causes beyond the Imprezzio's control. If such causes or conditions delay performance under this Agreement, the time for performance will be continued for a period equivalent to the delay.
IF YOU DO NOT AGREE TO THE TERMS OF THIS END-USER LICENSE AGREEMENT, YOU ARE NOT PERMITTED ACCESS TO NOR USE OF THE NETECTIVE SOFTWARE.