END-USER
LICENSE AGREEMENT FOR CES COMPUTERS, INC. REMOTE SUPPORT SERVICES
IMPORTANT – READ CAREFULLY
THIS END-USER LICENSE AGREEMENT (EULA) FORMS A LEGAL AGREEMENT BETWEEN YOU AND
CES COMPUTERS, INC., FOR THE SOFTWARE PRODUCT IDENTIFIED BELOW AND ASSOCIATED
MEDIA AND DOCUMENTATION AND ANY UPDATES, MODIFICATIONS, ENHANCEMENTS OR NEW
VERSIONS THEREOF (COLLECTIVELY SOFTWARE). BY CLICKING "YES" OR DOWNLOADING,
INSTALLING, ACCESSING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS
EULA. IF YOU DO NOT AGREE WITH THIS EULA, DO NOT DOWNLOAD, INSTALL, ACCESS OR
USE THE SOFTWARE.
Authorization
- By downloading, installing, accessing or using the Software, you represent
that you are receiving outsourced IT services and remote PC support from a
person who is authorized by CES Computers, Inc. to use the Software.
WARNING!
By downloading or installing the Software, you will permit others to remotely
access your server, workstation or PC. You are solely responsible and wholly
liable for ensuring that the person accessing your server, workstation or PC
has your authorization to do so. You are also solely responsible and wholly
liable for the confidentiality and security of your data, software and
hardware. You agree that CES Computers, Inc. is not responsible or liable for
situations where your data, software and hardware is accessed by us or third
parties with or without your authorization or through improper, illegal or
illicit means, including, without limitation, situations where data, software
and hardware owned by you is accessed through the exploitation of security
gaps, weaknesses or flaws (whether known or unknown to CES Computers, Inc. at
the time) which may exist in the Software or the equipment used to provide the
Software hosting services.
Scope of Use
- Subject to this EULA, CES Computers, Inc. hereby grants to you a limited,
nontransferable and nonexclusive right to access and use one executable (no
source code) copy of the Software for the sole purpose of receiving outsourced
IT services and remote PC support from us or a third party. The Software will
remove itself from your computer memory at the end of each remote support
session.
Restrictions
- You WILL NOT:
(a) copy, modify, rent, lease, sell, distribute, sublicense, translate, modify,
reprogram or transfer the Software or any portion thereof, timeshare the
Software, make the Software available to others on the Internet, any BBS or any
on-line service, or allow others to copy, access or use the Software;
(b) reverse engineer, decompile, disassemble or otherwise attempt to derive
source code from the Software, create derivative works based upon the Software,
or remove any copyright or other proprietary notices from the Software;
(c) permit others to access or use the Software; or
(d) use the Software for improper, illegal or illicit means, including, without
limitation, accessing data, software or hardware without express authorization.
Ownership
- You are granted a limited right to access and use the Software but do not own
the Software and have not been granted a perpetual license to use the Software.
All rights not expressly granted herein are reserved by CES Computers, Inc.
and/or third parties that have licensed rights to CES Computers, Inc. Title to
and ownership of all proprietary rights, including copyrights, trademarks and
trade secrets, in and to the Software, all copies thereof, and all
modifications, enhancements and upgrades thereto, will at all times remain with
CES Computers, Inc. and/or third-parties that have licensed rights to CES
Computers, Inc.
No Warranty/Limitation of
Liability - To the maximum extent permitted by
applicable law, THE SOFTWARE IS PROVIDED “AS-IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY OF ANY KIND, INCLUDING ALL WARRANTIES AS TO QUALITY OR
MERCHANTABILITY, NON-INFRINGEMENT, ACCURACY, COMPATIBILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
CES COMPUTERS’ TOTAL LIABILITY IN THE AGGREGATE TO YOU OR ANY THIRD PARTY
ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE WILL BE LIMITED TO THE
GREATER OF US$100.00 OR THE CONSIDERATION RECEIVED BY CES COMPUTERS, INC. FROM
YOU AS PROVIDED IN THIS LICENSED AGREEMENT. IN NO EVENT SHALL CES
COMPUTERS, INC. HAVE ANY LIABILITY FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT,
INCIDENTAL, PUNITIVE, SPECIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOST OF PROFITS, LOSS OF DATA, COSTS OF PROCUREMENT OF
SUBSTITUTE SERVICES OR INABILITY TO USE THE SOFTWARE, LOSS OF USE OF EQUIPMENT
OR FACILITIES, OR INTERRUPTION OF BUSINESS OR DAMAGES OCURING BY ANY REMOTE
ACCESS ASSISTANCE, ARISING IN ANY WAY OUT OF THIS AGREEMENT UNDER ANY THEORY OF
LIABILITY, WHETHER OR NOT CES COMPUTERS, INC. HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE
FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU UNDERSTAND AND
AGREE THAT ANY CONTENT, MATERIAL AND/OR DATA ACCESSED, TRANSMITTED, DOWNLOADED
OR OTHERWISE OBTAINED THROUGH USE OF THE SOFTWARE IS DONE AT THE YOUR OWN RISK
AND THAT CES COMPUTERS, INC. HAS NO LIABILITY TO YOU OR ANY THIRD PARTY FOR AND
YOU ARE SOLELY RESPONSIBLE FOR ANY CONTENT TRANSMITTED THROUGH USE OF THE
SOFTWARE AND/OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS
FROM USE OF THE SOFTWARE.
Critical Control Applications
- CES Computers, Inc. specifically disclaims any liability for use of the
Software in critical control applications (including, for example only, safety
or health care control systems, nuclear energy control systems, security
systems, or air or ground traffic control systems) by you, and such use is
entirely at the user’s risk. You agree to defend, indemnify, and hold CES
Computers, Inc. harmless from and against any and all claims arising out of use
of the Software in such applications by or through you.
Export Control
- You may not export, ship, transmit, or re-export the Software in violation of
any applicable law or regulation, including, without limitations, the Export
Administration Regulations issued by the U.S. Department of Commerce.
Termination
- Your right to use the Software will automatically terminate if you fail to
comply with this EULA. Your right to use the Software will also terminate at
the end of each remote support session whereupon the Software should delete
itself from your computer. Upon any termination of failure of the Software to
self-delete at the end of a remote support session, you agree to remove the
Software from your computers, destroy all copies of the Software, and, upon
request from CES Computers, Inc., certify in writing your compliance herewith.
General Provisions
- If any of the terms, or portions thereof, of this EULA are invalid or
unenforceable under any applicable statute or rule of law, the court will
reform the contract to include an enforceable term as close to the intent of
the original term as possible; all other terms will remain unchanged. The
waiver or failure of either party to exercise in any respect any right provided
for in this EULA will not be deemed a waiver of any further or future right
under this EULA. This EULA will inure to the benefit of, and are freely
assignable to, CES Computers’ successors and assignees of rights in the
Software. This EULA is governed by and construed in accordance with the laws of
State of
Entire Agreement
- This EULA constitutes the entire agreement between you and CES Computers,
Inc. relating to the Software, and any additions to, or modifications of, the
EULA will be binding upon CES Computers, Inc. only if in writing and signed by
a duly authorized officer of CES Computers, Inc. You acknowledge that the IT
person with whom you are working is an agent of CES Computers and is not
authorized to alter, amend or modify this EULA or to otherwise grant any
license or other rights relating in any way to the Software.