End User License Agreement
IMPORTANT-READ CAREFULLY: This STEALTHbits Technologies, Inc. (“STEALTHbits”) End-User License Agreement ("EULA" or “Agreement”) is a legal agreement between you (either an individual or a single entity) and STEALTHbits for the STEALTHbits software identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation and Internet-based services (collectively, "SOFTWARE"). An amendment or addendum to this EULA may accompany the SOFTWARE. UNLESS YOU HAVE OBTAINED PERMISSION TO USE THE SOFTWARE UNDER A SEPARATE, DULY SIGNED LICENSE AGREEMENT WITH STEALTHBITS OR AN AUTHORIZED PARTNER OF STEALTHBITS, THE ACCOMPANYING SOFTWARE IS PROVIDED UNDER THE FOLLOWING TERMS AND CONDITIONS AND BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY SAID TERMS AND CONDITIONS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THIS EULA ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND YOU DO NOT HAVE A SEPARATE LICENSE AGREEMENT AS REFERENCED ABOVE, YOU MAY NOT INSTALL, COPY OR OTHERWISE USE THE SOFTWARE, AND YOU MUST DELETE ANY COPIES OF IT FROM YOUR SYSTEMS.
1. GRANT OF LICENSE.
Subject to the terms and conditions of this Agreement, STEALTHbits grants to you a limited, non-exclusive and non-sublicensable license to use the SOFTWARE as described herein. You may download, install and use the SOFTWARE for your own internal business operations and in accordance with the related Documentation on an unlimited number of computers, including workstations, terminals or other digital electronic devices ("Computers") residing on your premises that are running a validly licensed copy of the operating systems supported by STEALTHbits as indicated in this SOFTWARE version’s System Requirements Documentation. You may make a reasonable number of additional copies of the SOFTWARE solely for non-productive archival purposes, so long as each copy contains all titles, trademarks, and copyrights and restricted rights notices as in the original. Nothing in this Agreement entitles you to receive source code for any part of the SOFTWARE.
You agree that you have no right whatsoever to modify the SOFTWARE or any part thereof. You may not reverse engineer, decompile, disassemble, modify, adapt, rent, lease, loan or create derivative works based upon the SOFTWARE or any part thereof. You may not release the results of any performance or functional evaluation of any of the SOFTWARE to any third party without prior written approval of STEALTHbits for each such release. You may not assign or transfer your rights and obligations under this Agreement without the prior written consent of STEALTHbits and any purported assignment without such consent shall be null and void.
3. CONSENT TO USE OF DATA.
You agree that STEALTHbits and its affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the SOFTWARE. STEALTHbits may use this information solely to improve its products or to provide customized services or technologies to you. STEALTHbits may disclose this information to others, but not in a form that personally identifies you. No personal information is collected or sent from your computers to STEALTHbits as part of the process.
To use SOFTWARE labeled as an upgrade, you must first be licensed for the product identified by STEALTHbits as eligible for the upgrade. After upgrading, you may no longer use the product that formed the basis for your upgrade eligibility.
5. ADDITIONAL SOFTWARE/SERVICES.
This EULA applies to additional software and updates of the SOFTWARE, including without limitation supplements, service packages, hot fixes, or add-on components (collectively "Supplements") that STEALTHbits may provide to you or make available to you after the date you obtain your initial copy of the SOFTWARE, unless we provide other terms along with such Supplements.
6. RESERVATION OF RIGHTS AND OWNERSHIP.
This EULA grants you rights solely with regard to your use of the SOFTWARE. STEALTHbits reserves all rights not expressly granted to you in this EULA. The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. STEALTHbits or its suppliers own the title, copyright, and other intellectual property rights in the SOFTWARE. The SOFTWARE is licensed, not sold.
7. NOT FOR RESALE SOFTWARE.
SOFTWARE identified as "Not for Resale" or "NFR," may not be resold, transferred or used for any purpose other than demonstration, test or evaluation.
8. TERM and TERMINATION.
This EULA and the license granted hereunder are effective on the date you first use the SOFTWARE and shall continue for as long as you license the SOFTWARE, unless this EULA is terminated under this Section. STEALTHbits may terminate this EULA at any time if you fail to comply with any term(s) hereof. You may terminate this EULA effective immediately upon written notice to STEALTHbits. Upon termination of this EULA, the license granted hereunder will terminate and you must stop all use of the SOFTWARE, but the terms of Sections 2 through 20 (inclusive) will remain in effect after any such termination.
9. U.S. GOVERNMENT RIGHTS.
All SOFTWARE provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987)or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. The SOFTWARE is a "commercial item," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution of the SOFTWARE by the U.S. government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted herein.
10. EXPORT RESTRICTIONS.
You acknowledge that the SOFTWARE is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to these products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
11. DISCLAIMER OF WARRANTIES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STEALTHBITS AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IF ANY, IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. YOUR USE OF THE SOFTWARE WILL BE AT YOUR OWN DISCRETION AND RISK.
12. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL STEALTHBITS OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF STEALTHBITS OR ANY SUPPLIER, AND EVEN IF STEALTHBITS OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. LIMITATION OF LIABILITY AND REMEDIES.
THE ENTIRE LIABILITY OF STEALTHBITS AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO STEALTHBITS OR AN AUTHORIZED RESELLER OF STEALTHBITS FOR THE SOFTWARE AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. STEALTHBITS DISCLAIMS ALL LIABILITY OF ANY KIND OF ITS LICENSORS AND SUPPLIERS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
“Confidential Information” shall mean the SOFTWARE and all other information disclosed to you that STEALTHBITS characterizes as confidential at the time of its disclosure either in writing or orally, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by you without access to the Confidential Information. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this EULA, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third party without the prior written consent of STEALTHBITS. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You shall notify STEALTHBITS in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this EULA, and will cooperate with STEALTHBITS in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify STEALTHBITS prior to such disclosure to allow STEALTHBITS an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with STEALTHBITS in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
15. APPLICABLE LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, excluding its conflicts of laws and principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any action seeking enforcement of this Agreement or any provision hereof shall be brought exclusively in the state or federal courts located in the State of New Jersey, United States of America. Each party hereby agrees to submit to the jurisdiction of such courts.
Any notice to you may be provided by email to the address that you registered with STEALTHBITS.
If any provision of this EULA is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
All waivers by STEALTHBITS will be effective only if in writing. Any waiver or failure by STEALTHBITS to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
19. ENTIRE AGREEMENT.
This EULA (including any addendum or amendment to this EULA which is included with the SOFTWARE) is the entire agreement between you and STEALTHbits relating to the SOFTWARE and support services (if any), and it supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the SOFTWARE or any other subject matter covered by this EULA. To the extent the terms of any STEALTHbits policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.
The SOFTWARE is deemed irrevocably accepted upon your use of the SOFTWARE. STEALTHBITS will have no responsibility to provide maintenance or support services with respect to the SOFTWARE. The parties are independent contractors. You acknowledge that the SOFTWARE contains valuable trade secrets and proprietary information of STEALTHBITS, that any actual or threatened breach of Section 2 or Section 14 of this EULA will constitute immediate, irreparable harm to STEALTHBITS for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this EULA are for convenience and are not to be used in interpreting this EULA. Except as otherwise provided in this section, no amendment to this EULA will be valid unless it is in writing and hand-signed by the parties.
Should you have any questions concerning this EULA, or if you desire to contact STEALTHbits for any reason, please refer to https://www.stealthbits.comfor contact information.