READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THIS FILEHOPPER SOFTWARE (“PRODUCT(S)”). BY CLICKING ON THE “Register” BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE PRODUCT, YOU: (1) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT; (2) ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTAND THE TERMS OF THIS AGREEMENT; AND (3) ACKNOWLEDGE THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF YOUR ORGANIZATION AND/OR HOUSEHOLD WITH THE AUTHORITY TO EXECUTE THIS AGREEMENT ON ITS BEHALF.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY EXIT THE SETUP PROCESS AND YOU MAY NOT ACCESS, USE, OR INSTALL ANY PART OF THE PRODUCT. THIS LICENSE AGREEMENT IS SUBJECT TO CHANGE WITHOUT NOTICE. This Agreement is made by and between SecurityCoverage, Inc., 6060 Huntington Court NE, Cedar Rapids, IA 52402, (“SecurityCoverage”) and the end user, either an individual or an entity (“Customer”). This Agreement sets forth the terms and conditions pursuant to which SecurityCoverage shall provide the Product to Customer.
- Product License Grant. SecurityCoverage hereby grants to Customer a limited, nonexclusive, royalty-free license to use the executable code version of the Product as authorized in this Agreement. This Agreement does not sell, transfer, or convey rights of ownership in the Product.
- Scope of Use.
- The term “Product(s)” as used herein is meant to include this FileHopper software, website (including without limitation, www.securitycoverage.com), all other documentation, features, tools, and any other FileHopper service provided by SecurityCoverage or its authorized resellers, distributors, and licensees.
- Customer may distribute the Product to third-parties only where such third-parties are aware of, and agree to be bound by, the terms and conditions contained in this Agreement. Such distribution shall include all files associated with the Product. All trademarks, service marks, patents, copyright and other proprietary notices must be reproduced when making copies in whole or in part.
- Customer may only use the Product in accordance with its intended use as documented by SecurityCoverage and delivered as part of the Product. You may not use the Product for any unlawful purpose. The Product may not be used to store, backup, or distribute child pornography or other illegal content. Customer agrees to comply strictly with all such laws and regulations.
- The Product is licensed to the Customer for Customer’s personal use or internal business use, whichever is applicable, only. The Product may not be used to support any third party product or service without the express written consent of an authorized representative of SecurityCoverage. Such consent may require license costs and other associated fees.
- Customer may not modify the Product, any accompanying documentation, or any file utilized in the delivery or distribution of the Product or any accompanying documentation, without the express written consent of an authorized representative of SecurityCoverage.
- Customer may not reverse engineer, decompile, or take any other steps consistent with an attempt to reveal any confidential, trade secret, or other non-public information associated with the Product. Further, Customer may not assist any other party attempting to reverse engineer, decompile, or take any other steps consistent with an attempt to reveal any confidential, trade secret, or other non-public information associated with the Product. Should Customer become aware of any activity in violation of this term, whether or not under Customer’s control or authorization, Customer shall inform SecurityCoverage of such activity and assist SecurityCoverage in terminating such activity and protecting SecurityCoverage’s rights.
- Customer may not sell, rent, lease, or otherwise charge for the distribution, installation, use, copying, or storage of the Product, without the express written consent of an authorized representative of SecurityCoverage. Such consent may require license costs and other associated fees.
- Customer may not sell, rent, lease, distribute, or use the Product, nor cause the Product to be sold, rented, leased, distributed, or used, where such sale, rental, lease, distribution, or use is prohibited by any statute or governmental agency of the United States or other international, national, or local entity having jurisdiction at the point of sale, rental, lease, distribution, or use, nor may Customer sell, rent, lease, distribute, or use the Product where Customer is aware that such sale, rental, lease, distribution, or use is likely to result directly or indirectly in a sale, rental, lease, distribution, or use prohibited by any statute or governmental agency of the United States or other international, national, or local entity having jurisdiction at the point of initial or subsequent sale, rental, lease, distribution, or use.
- Term and Termination. The terms and conditions of this Agreement shall remain effective until this Agreement is terminated, as provided for below.
- Term of License: You will have certain rights to use the Product during the License Period, which shall begin on the date of Your initial installation of the Product or term as established by SecurityCoverage, its distributors or resellers, regardless of the number of copies that You are permitted to use, and shall last for the period of time set forth in the Documentation or the applicable transaction documentation from the SecurityCoverage distributor or reseller from which You obtained the Product. The Product may automatically be deactivated at the end of the License Period, and You will not be entitled to receive any feature or content updates to the Product.
- Automatic Renewal: If you have agreed to permit SecurityCoverage to automatically renew your subscription to the Product by charging a valid credit card number which you have provided to SecurityCoverage, your subscription will be automatically renewed thirty (30) days prior to the expiration of the term and each anniversary thereafter for a fee no greater than SecurityCoverage’s then-current price, excluding promotional and discount pricing. You must provide current, complete and accurate information for your billing account. You must promptly update all information to keep your billing account current, complete, and accurate (such as, but not limited to a change in billing address, credit card number, or credit card expiration date), and you must promptly notify SecurityCoverage if your credit card is canceled (such as, but not limited to for loss or theft). If you fail to provide SecurityCoverage any of the foregoing information, you agree that SecurityCoverage may continue charging you for any subscription automatically renewed unless you inform SecurityCoverage’s customer support department at email@example.com (or any other local number provided by the respective SecurityCoverage entity in your region) not to renew your subscription to SecurityCoverage Product at least thirty (30) days prior to the expiration of your subscription to SecurityCoverage Product and informing them of your desire not to have such subscription automatically renewed. This Agreement will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon any termination or expiration of this Agreement, you must cease use of the Product and destroy all copies of SecurityCoverage and the Documentation.
- Termination may be affected as follows:
- Termination by Customer. Customer may terminate this Agreement at any time by uninstalling and choosing to cancel their subscription and destroying all copies of the Product, as indicated below.
- Termination by SecurityCoverage. SecurityCoverage may terminate this Agreement at any time and for any reason without notice to Customer. Upon termination of this Agreement, Customer shall uninstall, return, delete, or destroy all copies of the Product, or any portion of the Product, remaining in Customer’s possession or under Customer’s control, including all distribution media containing distributable copies of all or any portion of the Product.
- Ownership and Confidential Information. SecurityCoverage owns the Product under copyright laws, trade secret laws, and all other laws that may apply. All product names, designs, and logos associated with the Product are considered valuable intellectual property of their respective owners and should be treated as such. No right, license, or interest to such intellectual property is granted hereunder, and Customer agrees that no such right, license, or interest shall be asserted by Customer with respect to such intellectual property. The source code of the Product and all information regarding the design, structure and internal operation of the Product are valuable trade secrets of SecurityCoverage or third parties with which SecurityCoverage has licensing arrangements (“Confidential Information”). Confidential Information shall not include information which: (1) was publicly known or otherwise known to Customer prior to the time of disclosure by SecurityCoverage; (2) subsequently became known to Customer through no act or omission by Customer; or (3) otherwise became known to Customer other than through disclosure by SecurityCoverage without violation of any party’s obligations to SecurityCoverage. Customer shall not sell, transfer, publish, disclose, display or otherwise permit access to any Confidential Information by any third party, nor use any of the Confidential Information, except strictly as part of the Product in the form originally distributed by SecurityCoverage.
- Specific Warning Against Use in High Risk Activities. The Product is not fault-tolerant and is not designed, manufactured or intended for use on equipment or devices running in hazardous, medical, or financial environments requiring fail-safe performance, including but not limited to the operation of banks, financial institutions, insurance regulated businesses, nuclear facilities, aircraft navigation or communication systems, air traffic control systems, direct life support machines, healthcare institutions with information that falls within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), or weapons systems, in which the failure of the Product could contribute to death, personal injury, severe financial loss, or severe physical or environmental damage (“High Risk Activities”).
- Disclaimer of Warranty. THE PRODUCT AND RELATED DOCUMENTATION ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. SECURITYCOVERAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. SECURITYCOVERAGE, DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT OR DOCUMENTATION WILL MEET CUSTOMER’S REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR-FREE, COMPLETE, OR THAT DEFECTS IN THE PRODUCT OR DOCUMENTATION WILL BE CORRECTED. SECURITYCOVERAGE AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF DESIGN, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OF THE PRODUCT FOR HIGH RISK ACTIVITIES. SECURITYCOVERAGE DOES NOT AUTHORIZE USE OF THE PRODUCT FOR ANY HIGH RISK ACTIVITY.
- INDEMNIFICATION FOR UNAUTHORIZED USES. CUSTOMER AGREES TO DEFEND AND INDEMNIFY SECURITYCOVERAGE, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNIFIED PARTIES”) AND HOLD THE INDEMNIFIED PARTIES HARMLESS, FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, LOSSES, COSTS JUDGMENTS AND DAMAGES OF ANY KIND IN CONNECTION WITH: (1) ANY USE OF THE PRODUCT IN A HIGH RISK ACTIVITY; (2) ANY BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT SET FORTH IN THIS AGREEMENT; (3), OR RESULTING FROM ANY ACT OR OMISSION OF CUSTOMER.
- Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL SECURITYCOVERAGE, OR ANY OTHER PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE PRODUCT BE LIABLE TO CUSTOMER OR ANY ONE ELSE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE PRODUCT OR RELATED PRODUCTS OR DOCUMENTATION, EVEN IF SECURITYCOVERAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. IN NO EVENT SHALL SECURITYCOVERAGE’S TOTAL LIABILITY TO CUSTOMER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID FOR THE PRODUCT, INCLUDING MEDIA FEES.
- Account Security: The Product, as provided under this Agreement, can contain features and functionalities that allow you to protect sensitive information on your computer. You will be required to provide a password in order to encrypt and protect such information. You will not be able to recover the information you have encrypted if you lose or forget the password. You are aware that the level of encryption that can be used by the Product should protect your information from the average computer user; however, you acknowledge that the encryption may be broken. You also acknowledge that information that has been encrypted may not be unencrypted if your hard drive has bad sectors or fails. SecurityCoverage shall not be held responsible for access of your information where you have provided your password to a third party or have failed to use reasonable efforts to protect such information, password, answers to challenge questions or for user error.
- Export Controls. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Product in violation of any such restrictions, laws or regulations. 10. Electronic Communications: SecurityCoverage may send you legal notices and other communications about the Software and Maintenance subscription services or our use of the information you provide us (“Communications”). SecurityCoverage will send Communications via in-product notices or via email to the primary user’s registered email address, or will post Communications on its Sites. By accepting this Agreement, you consent to receive all Communications through these electronic means only and acknowledge and demonstrate that you can access Communications on Sites.
- Law and Jurisdiction. This Agreement and any dispute relating to the Product or to this Agreement shall be governed by the laws of the United States and the laws of the State of Iowa, without regard to choice of law rules. Customer agrees and consents that jurisdiction and proper venue for all claims, actions and proceedings of any kind relating to SecurityCoverage or the matters in this Agreement shall be exclusively in courts located in Cedar Rapids, Iowa. If a court with the necessary subject matter jurisdiction over a given matter cannot be found in Cedar Rapids, then jurisdiction for that matter shall be exclusively in a court with the proper jurisdiction as close to Cedar Rapids as possible, and within Iowa, if possible.
- If any part or provision of this Agreement is held to be unenforceable for any purpose, including but not limited to public policy grounds, then both parties agree that the remainder of the Agreement shall be fully enforceable as if the unenforceable part or provision never existed.
- No Third Party Beneficiaries. There are no third party beneficiaries of any promises, obligations or representations made by SecurityCoverage herein.
- Heirs and Assigns. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto, but nothing in this paragraph shall be construed as a consent by SecurityCoverage to any assignment of this agreement except as provided hereinabove.
- Termination may be affected as follows:
SecurityCoverage and SecurityCoverage Product logos are trademarks of SECURITYCOVERAGE. All other trademarks used in the product or in associated materials are the property of their respective owners.
SECURITYCOVERAGE may revise these Terms at any time and the revised terms shall automatically apply to the corresponding versions of the Product distributed with the revised terms. If any part of these Terms is found void and unenforceable, it will not affect the validity of rest of the Terms, which shall remain valid and enforceable.