SOFTWARE LICENSE AGREEMENT

 

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE (AS DEFINED BELOW).

BY CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING THE SOFTWARE, INSTALLING THE SOFTWARE ON YOUR COMPUTER SYSTEM OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND REFRAIN FROM DOWNLOADING OR INSTALLING OR USING THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD).

DOWNLOADING AND USE OF THE SOFTWARE ARE ALSO SUBJECT TO THE R-U-ON, LLC (“LICENSOR”) TERMS OF SERVICE (“TERMS OF SERVICE”) LOCATED AT www.r-u-on.com/legal/termsofservice.html. PLEASE MAKE SURE TO CAREFULLY READ THE TERMS OF SERVICE IN THEIR ENTIRETY PRIOR TO AGREEING TO BE BOUND BY THIS AGREEMENT. BY CLICKING THE “ACCEPT” BUTTON YOU REPRESENT THAT YOU HAVE READ AND UNDERSTOOD THE TERMS OF SERVICE AND YOU CONSENT TO BE BOUND THEREBY.

 

        1.            Grant of License. Subject to payment of any applicable license fees, the Licensor grants to you a limited, non-exclusive license to use the Licensor software downloaded by you from www.r-u-on.com or any sub-domain thereof (the “Website”; and the “Software”, respectively) as provided herein, solely for the purpose of receiving the services of network monitoring (identification of IT infrastructure problems and notification) from the Website as such shall be offered from time to time (the “Services”), in accordance with the documentation accompanying the Software (the “Documentation”; and the “License”, respectively). The License allows you to install the Software on multiple computers; however, the number of computers from which the Software may be used to access the Services may be limited subject to payment of any applicable fees pursuant to the Terms of Services.

        2.            Other Rights and Limitations. You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract or attempt to extract source code from the object code of the Software. The Software is licensed as a single product; you may not separate its component parts for any purpose. Without derogating from the generality of the permitted uses set forth in Section 1 above, you may not make any commercial use of the Software, whether or not for consideration.

        3.            Proprietary Rights; Confidentiality. You acknowledge and agree that the Software is a proprietary product of Licensor, protected under copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Software, including associated intellectual property rights, are and shall remain with Licensor. This Agreement does not convey to you any interest in or to the Software, except for a limited right of use as set forth herein, terminable in accordance with the terms of this Agreement. You will not remove, alter or deface any trademarks or proprietary notices of the Licensor in the Software.

        4.            Term and Termination. This Agreement is effective upon your paying any applicable license fees for the Software, clicking the “ACCEPT” button, installing the Software and/or using the Software, and shall continue until terminated. In the event that the Software was obtained by you for free, Licensor may terminate this Agreement for convenience at any time with thirty (30) days prior written notice, provided that you are not at such time subscribed to any Paid Services (as such term is defined in the Terms of Service). Licensor may terminate this Agreement forthwith at any time upon the giving of written notice in case of any breach by you of this Agreement and/or of the Terms of Service that has not been cured within fifteen (15) days following a written notice thereof from Licensor. Termination of this Agreement for any reason shall also terminate the License granted hereunder. Upon termination of this Agreement for any reason, you agree to destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software and Documentation and, at the request of Licensor, shall so certify to Licensor that such actions have been performed.

        5.            No Warranty. THE SOFTWARE IS LICENSED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE SHALL BE ERROR-FREE, THAT IT SHALL OPERATE UNINTERRUPTED OR THAT IT SHALL MEET YOU REQUIREMENTS. LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

        6.            Maintenance and Support. Licensor currently offers limited support for the Software via its forum located at the following URL: http://www.r-u-on.com/ctrl?action=forum.support. This support is provided at Licensor’s sole and absolute discretion. Responses to requests for support services may be sporadic. Licensor may discontinue provisions of such support services at any time without prior notice and at its sole and absolute discretion. Licensor may in the future offer support for consideration, in which event the terms agreed between you and the Licensor at such time will govern.

        7.            Limitation of Liability. LICENSOR’S LIABILITY HEREUNDER AND WITH RESPECT TO THE SOFTWARE AND SERVICES IS LIMITED AS SET FORTH IN SECTION 20 OF THE TERMS OF SERVICE.

        8.            Qualifications and Limitations Basis of Bargain. The limited warranty, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this Agreement and the License, and you accept and confirm that Licensor would not be able to provide the Software on an economic basis without such limitations.

        9.            U.S.-Related Special Provisions. You agree that neither the Software nor any direct product thereof is being or will be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, or will be used for any purposes prohibited by such Act. If any part of the Software is acquired by or on behalf of a unit or agency of the U.S. Government, the Government agrees that the Software and all related documentation are “commercial computer software” or “commercial computer software documentation’ and that, absent a written agreement to the contrary, the Government’s rights with respect to the Software and the related documentation are limited by the terms of this Agreement, pursuant to FAR §12.212(a) and/or DFARS §227.7202-1(a), as applicable.

    10.            Governing Law and Jurisdiction; Litigation Costs. This Agreement shall be construed and governed in accordance with the laws of the State of Georgia, US, regardless of its conflict of laws rules, and the competent courts of Atlanta Georgia, US, shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Software. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

    11.            Miscellaneous. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof. This Agreement and Licensor’s Terms of Use located at URL: www.r-u-on.com/legal/termsofuse.html represent the entire agreement between you and Licensor with respect to the subject matter hereof and they supersede any prior proposal, representation, or understanding between the parties. Licensor expressly reserves the right to assign this Agreement to an acquirer of or successor to substantially all of its business assets related to this Agreement and/or to the Software and/or the Services. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.