PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”).
THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND NEUVECTOR INC. (“NEUVECTOR”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING THE USE OF THE SOFTWARE.
NeuVector is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking on the “I accept” button below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity. If you do not accept all the terms of this Agreement, then NeuVector is unwilling to license the Software to you, and you must return the Software to NeuVector for a full refund, if you have paid for the license to the Software, or, if NeuVector has made the Software available to you without charge, you must destroy all copies of the Software. Your right to return the Software for a refund expires 30 days after the date of purchase.
- Paid License. Conditioned upon your compliance with the terms and conditions of this Agreement,
including the applicable payment terms agreed upon between NeuVector and you, NeuVector grants you a revocable, non-exclusive, non-sublicensable and non-transferable license to install and use the Software in order to benefit from its functionality as designed by NeuVector, solely for your internal business purposes, for the number of instances of use, or virtual machines, agreed upon between NeuVector and you (“Paid License”). NeuVector reserves all rights in the Software not expressly granted to you in this Agreement.
Trial License. In addition to the other terms and conditions contained herein, and conditioned upon your compliance with the terms and conditions of this Agreement, NeuVector grants you a revocable, non-exclusive, non-sublicensable and non-transferable license to install and use the Software, for the number of instances of use or virtual machine(s) agreed upon between NeuVector and you, strictly for your internal evaluation and review purposes and not for production purposes (“Trial License”). After you have purchased a Paid License to the Software, NeuVector shall remove all limitations in the Trial License.
- Restrictions. Except as expressly specified in this Agreement, you may not: (a) copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (c) make the functionality of the Software available to third-parties through any means, including, but not limited to, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. You acknowledge and agree that portions of the Software, including, but not limited to, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of NeuVector and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
- Ownership. The copy of the Software is licensed, not sold. NeuVector retains ownership of the Software and all intellectual property rights therein. The Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on or within the Software.
- Open Source Software. The Software may contain software or other material that is distributed as “open source software” or under similar licensing or distribution terms (“Open Source Software”), which requires notices and/or additional terms and conditions. Such required notices and/or additional terms and conditions are found at https://neuvector.com/license.html. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable open source license for such Open Source Software.
- Term. The Paid License granted hereunder is effective on the date you purchase the Paid License and shall continue unless and until this Agreement is terminated by either party pursuant to this Section. You may terminate the Paid License at any time by sending either an email to [email protected] with your name and the subject “TERMINATION OF LICENSE” or a letter by United States mail to the address set forth at the end of this Agreement or to such other address as NeuVector may specify in writing by posting the new address on the NeuVector website. This Agreement and the Paid License granted under this Agreement will automatically terminate, with or without notice from NeuVector, if you breach any term of this Agreement. Upon termination, you must at NeuVector’s option either promptly destroy or return to NeuVector all copies of the Software in your possession or control. Sections 3, 7, 8, 10, and 11 shall remain in effect. The Trial License granted hereunder is effective for the period of time communicated to you by NeuVector for the trial when you accepted this Agreement for evaluation and review purposes (“Trial Period”) starting from the date that you download the Software. Your right to use the Software under the Trial License will immediately terminate upon the earlier of (i) the expiration of the Trial Period, or (ii) such time that you purchased a Paid License to the Software.
- Limited Warranty. NeuVector warrants that, for thirty (30) days following the purchase date of the Paid License, the Software will perform in all material respects in accordance with the documentation that NeuVector has provided you with the Software (“Documentation”). As your sole and exclusive remedy and NeuVector’s entire liability for any breach of this limited warranty, NeuVector will at its option and expense promptly correct or replace the Software so that it conforms to this limited warranty or, if NeuVector is unable to do so after using its reasonable efforts, then NeuVector will accept return of the nonconforming Software and refund the amount, if any, that you paid for the license to such Software. NeuVector does not warrant that the Software will meet your requirements, or that the Software will operate in combination with your software, or that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. You acknowledge that Software under Trial Period may contain limited functionality or function for a limited period of time and that NeuVector is licensing the Software under the Trial License on an “AS IS” basis. NeuVector disclaims any warranties or liability to you of any kind. NeuVector may provide limited technical support during the Trial Period at NeuVector’s own discretion. Please send all of your technical questions to NeuVector at [email protected].
- DISCLAIMER. THE LIMITED WARRANTY SET FORTH IN SECTION 6 IS IN LIEU OF AND NEUVECTOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM NEUVECTOR OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.
- Limitation of Liability. NEUVECTOR’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID TO NEUVECTOR BY YOU FOR THE SOFTWARE OR, IN THE EVENT THAT NEUVECTOR HAS MADE THE SOFTWARE AVAILABLE TO YOU WITHOUT CHARGE AS PART OF A TRIAL LICENSE, NEUVECTOR’S TOTAL LIABILITY WILL BE LIMITED TO $50. IN NO EVENT WILL NEUVECTOR BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT NEUVECTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- U.S. Government End Users. The Software and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in this Agreement.
- Export Law. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
- General. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without NeuVector’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered to the email address that you provided to NeuVector when you accepted this Agreement and to Neuvector at [email protected]. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and NeuVector have executed a separate agreement. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by NeuVector and will be deemed null.
- Contact Information. If you have any questions regarding this Agreement, you may contact NeuVector at
[email protected], or write to NeuVector at NeuVector, Inc. 2880 Zanker Road, Suite 109, San Jose, CA 95134.IF YOU AGREE TO THE FOREGOING TERMS AND CONDITIONS AND DESIRE TO COMPLETE INSTALLATION OF THE SOFTWARE, PLEASE CLICK THE “I ACCEPT” BUTTON BELOW. OTHERWISE, PLEASE CLICK THE “I DO NOT ACCEPT” BUTTON AND THE INSTALLATION PROCESS WILL STOP.