FTPGetter Professional END USER LICENSE AGREEMENT
NOTICE TO USER:
THIS IS A CONTRACT. THIS END USER LICENSE AGREEMENT IS A LEGALLY BINDING CONTRACT THAT SHOULD BE READ IN ITS ENTIRETY. THIS IS AN AGREEMENT GOVERNING YOUR USE OF 'FTPGetter Professional' SOFTWARE, FURTHER DEFINED HEREIN AS 'PRODUCT,' AND THE LICENSOR OF THE PRODUCT IS WILLING TO PROVIDE YOU WITH ACCESS TO THE PRODUCT ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BELOW, YOU ARE ASKED TO ACCEPT THIS AGREEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT, TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE ABLE TO INSTALL OR OPERATE THE PRODUCT. BY INSTALLING THIS PRODUCT YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Electronic End User License Agreement (the 'Agreement') is a legal agreement between you (either an individual or an entity), the licensee, and FTPGETTER TEAM and its affiliates and suppliers (collectively, the 'Licensor'), regarding the Licensor's current version of the software titled 'FTPGetter Professional' that you about to download, downloaded, or otherwise obtained through other resources or media such as CD-ROMs, or though a network in object code form or other related services, including without limitation a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided (the 'Software'), and b) all successor upgrades, revisions, patches, enhancements, fixes modifications, copies, additions or maintenance releases of the Software, if any, licensed to you by the Licensor (collectively, the 'Updates') provided that the Updates shall not include a new subsequent releases of the Software bearing a new first numeral such as 3.0 or 4.0 ('New Releases') but include any minor revisions of the Software version indicated by a change in the decimal numeral, such as 3.3 or 3.4, and c) related user documentation and explanatory materials or files provided in written, 'online' or electronic form (the 'Documentation' and together with the Software and Updates, the 'Product'). You are subject to the terms and conditions of this End User License Agreement whether you access or obtain the Product directly from the Licensor, or through any other source. For purposes hereof, 'you' means the individual person installing or using the Product on his or her own behalf; or, if the Product is being downloaded or installed on behalf of an organization, such as an employer, 'you' means the organization for which the Product is downloaded or installed and you represent that you have authorized the person accepting this agreement to do so on your behalf. For purposes hereof the term 'organization', without limitation, includes any partnership, limited liability company, corporation, association, joint stock company, trust, joint venture, labor organization, unincorporated organization, or governmental authority.
For the purposes of this Agreement, 'Licensor Site' shall mean the Internet website maintained by or on behalf of Licensor from which the Software is available for download pursuant to a license from Licensor. The Licensor Site is currently located at: www.ftpgetter.com <http://www.ftpgetter.com>
By accessing, storing, loading, installing, executing, displaying, copying the Product into the memory of a Client Device, as defined below, or otherwise benefiting from using the functionality of the Product in accordance with the Documentation ('Operating'), you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, the Licensor is unwilling to license the Product to you. In such event, you may not Operate or use the Product in any way.
BEFORE YOU CLICK ON THE 'YES' BUTTON, PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS SUCH ACTION IS A SYMBOL OF YOUR SIGNATURE AND BY CLICKING ON 'YES' BUTTON, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE 'NO' BUTTON AND THE PRODUCT WILL NOT BE INSTALLED ON YOUR COMPUTER. This Product will not install on your computer unless or until you accept the terms of this Agreement. You may receive a copy of this Agreement by contacting Licensor at: support@ftpgetter.com <mailto:support@ftpgetter.com>
1. PROPRIETARY RIGHTS AND NON-DISCLOSURE.
1.1. Ownership Rights. You agree that the Product and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Product, are proprietary intellectual properties and/or the valuable trade secrets of the Licensor or its suppliers and/or licensors and are protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent of the United States, other countries and international treaties. You may use trademarks only insofar as to identify printed output produced by the Product in accordance with accepted trademark practice, including identification of trademark owner's name. Such use of any trademark does not give you any rights of ownership in that trademark. The Licensor and/or its suppliers own and retain all right, title, and interest in and to the Product, including without limitations any error corrections, enhancements, Updates or other modifications to the Software, whether made by the Licensor or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Product does not transfer to you any title to the intellectual property in the Product, and you will not acquire any rights to the Product except as expressly set forth in this Agreement. All copies of the Product made hereunder must contain the same proprietary notices that appear on and in the Product. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Product and you acknowledge that the License, as further defined herein, granted under this Agreement only provides you with a right of limited use under the terms and conditions of this Agreement. Licensor reserves all rights not expressly granted to you in this Agreement.
1.2. Source Code. You acknowledge that the source code for the Product is proprietary to the Licensor and constitutes trade secrets of the Licensor. You agree not to modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Product in any way.
1.3. No Modification. You agree not to modify or alter the Product in any way. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Product.
1.4. Confidential Information. You agree that, unless otherwise specifically provided herein the Product, including the specific design and structure of individual programs and the Product, constitute confidential proprietary information of the Licensor or its suppliers and/or licensors. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party. For purposes hereof, 'License Key' shall mean a file or a unique sequence of digit and/or symbols provided to you by the Licensor confirming the purchase of the license from the Licensor, which may carry the information about the License, i.e. its type, the user name and the number of licenses purchased, and enabling the full functionality of the Product in accordance with the License granted under this Agreement. You agree to implement reasonable security measures to protect such confidential information.
2. GRANT OF LICENSE.
2.1. License. The Licensor grants you the non-exclusive and non-transferable license to store, load, install, execute, and display (to 'Use') the specified version of the Software on a specified number of computers, workstations, personal digital assistants, 'smart phones,' mobile phones, hand-held devices, or other electronic devices for which the software was designed (each a 'Client Device') pursuant to the terms and conditions of this Agreement ('License') and you hereby agree and accept such License as follows:
a). Personal Use License. If the Product is licensed under Personal Use License as reflected in the terms specified in the applicable invoicing or packaging for the Product you may use one copy of the Product on one (1) Client Device solely for Personal Use. For purposes of this Agreement, 'Personal Use' shall mean personal non-commercial use, and not on behalf or for the benefit of any clients and excludes any commercial purposes whatsoever, which include without limitation: advertising marketing and promotional materials/services on behalf of an actual client, employer, employee or for your own benefit, any products that are commercially distributed, whether or not for a fee, any materials or services for sale or for which fees or charges are paid or received.
b). Commercial Use License. If the Product is licensed under Commercial Use License as reflected in the License Key and/or invoicing terms specified in the applicable invoicing or packaging for the Product you may use the Product for Personal or Commercial Use (as defined below) in accordance with the Documentation and published functionality of the Product. For purposes hereof, 'Commercial Use' shall mean any Operation of the Product for legal business, commercial, or government purpose in accordance with Documentation. One purchased License for any Professional Version entitles you to Operate one copy of the licensed Professional Version of the Product on one (1) Client Device provided that if multiple or volume licenses for Professional Version are purchased, the number of the Client Devices and/or the number of permitted users shall be as provided and permitted by invoicing terms and/or applicable License Key.
c). Site License. If the Product is licensed with site license terms specified in the applicable product invoicing or packaging for the Product, you may install and Use the Product on up to 200 Client Devices within a single building owned or leased by your company unless otherwise specifically agreed by the Licensor or the number of maximum Client Devices within a single building owned or leased by your company as permitted by invoicing terms or applicable terms and conditions regarding the Site License set forth on the Licensor's web site www.ftpgetter.com <http://www.ftpgetter.com> at the time of purchase of the Commercial Use License. Additionally, the individual licensing terms may specify other terms, conditions and restrictions of Using the Product.
d). Educational Purpose License; Educational Institution Site License; Governmental and Non-profit License. If the Product is licensed to you under an Educational Purpose License, Educational Institution Site License, Governmental or Non-profit Use License upon the terms specified in the applicable invoicing or packaging for the Product, you may make use of the Product solely for the following purposes, respectively:
I. 'Educational Purpose' means that you may make use of the Product solely for non-commercial study or research that is undertaken solely in furtherance of one's education, whether or not completed by a student in pursuit of an educational degree, certificate or diploma and as used by teachers or facilitates teaching of a class, and all administrative staff, faculty and employees, of any college, university, trade school or other school ('Educational Institution'). Under 'Educational Institution Site License' Licensee may install and Operate the Product by a number of users determined by the applicable invoicing terms within one Educational Institution in one geographic location. Educational License may be granted exclusively at the discretion of the Licensor upon your submission of a written request discussing your and your employer/employees activities, when applicable, and your reasons for and purposes of Operating the Product.
II. 'Governmental Purpose' means any non-commercial study or research that is undertaken solely in furtherance of one's duties as a government employee; and
III.'Non-profit Purpose' means any non-commercial activity or research that is undertaken solely in furtherance of one's duties as part of the non-profit organization purposes narrowly interpreted.
Government License and Non-profit License may be granted exclusively at the discretion of the Licensor upon your submission of a written request discussing your and your employer/employees activities, when applicable, and your reasons for and purposes of Operating the Product.
2.2. Updates; Support and Maintenance Services. Licensor will provide you with email Support and Maintenance Services for a period of one 1 year from the purchase date, provided however that you may extend the Support and Maintenance Services, as available, by signing up and paying the appropriate annual subscription and fees to Licensor per applicable terms and conditions set forth on the Licensor's web site www.ftpgetter.com <http://www.ftpgetter.com>. Among other benefits of Maintenance and Support Services is that, during the term thereof, you may download free Updates to the Product when and as the Licensor publishes them in its website or through other online services. Maintenance and Support terms and conditions are subject to change without notice. Notwithstanding any provision to the contrary herein, nothing in this Agreement shall be construed as to grant you any rights or licenses with regard to the New Releases of the Product or to entitle you to any New Release. This Agreement does not obligate the Licensor to provide any Updates. Notwithstanding the foregoing, any Updates that you may receive become part of the Product and the terms of this Agreement apply to them (unless this Agreement is superceded by a further Agreement accompanying such Update or modified version of to the Product).
2.3. Multiple Environment Product; Multiple Language Product; Dual Media Product; Multiple Copies; Bundles. If you use different versions of the Product or different language editions of the Product, if you receive the Product on multiple media, if you otherwise receive multiple copies of the Product, or if you received the Product bundled with other software, the total permitted number of your Client Devices on which all versions of the Product are installed shall correspond to the number and types of licenses you have obtained from the Licensor. You may not rent, bundle with other products or materials, lease, sublicense, lend or transfer any versions or copies of the Product regardless of whether you use the Product or not without Licensor's written consent.
2.4. Term and Termination. The term of this Agreement ('Term') shall begin when you purchase or otherwise legally receive the Product until the termination of the Agreement as provided herein. This Agreement may be terminated by a superseding agreement, offered by the Licensor and accepted by you, for the Product, Update or any replacement or modified version of or upgrade or New Release of the Product and conditioning your continued use of the Product or such replacement, modified or upgraded version or New Release on your acceptance of such superseding Agreement. Without prejudice to any other rights, 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 immediately cease Use of the Product and permanently destroy and/or delete all copies of the Product.
2.5. No Rights Upon Termination. Upon termination of this Agreement you will no longer be authorized to Operate or use the Product in any way.
2.6. Material Terms and Conditions. You specifically agree that each of the terms and conditions of this Section 2 are material and that failure of you to comply with these terms and conditions shall constitute sufficient cause for Licensor to immediately terminate this Agreement and the License granted under this Agreement. The presence of this Section 2.6 shall not be relevant in determining the materiality of any other provision or breach of this Agreement by either party hereto.
3. RESTRICTIONS.
3.1. No Transfers. Under no circumstances you shall sell, loan, rent, lease, loan, license, sublicense, publish, display, distribute, or otherwise transfer to a third party the Product, any copy or use thereof, in whole or in part, without Licensor's prior written consent, provided that if such non-waivable right is specifically granted to you under applicable law in your jurisdiction you may transfer your rights under this Agreement permanently to another person or entity, provided that (a) you also transfer this Agreement, the Product, all accompanying printed materials, and all other software or hardware bundled or pre-installed with the Product, including all copies, Updates and prior versions, to such person or entity; (b) retain no copies, including backups and copies stored on a Client Device; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Product. Notwithstanding the foregoing, you may not transfer education, pre-release, or 'not for resale' copies of the Product. In no case you may permit third parties to benefit from the use or functionality of the Product via a timesharing, service bureau or other arrangement, except to the extent such use is specified in the application price list, purchase order or product packaging for the Product.
3.2. Prohibitions. Except as otherwise specifically provided for in this Agreement, you may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, otherwise reverse engineer, or otherwise reduce any party of the Product to human readable form or transfer the licensed Product, or any subset of the licensed Product, nor permit any third party to do so, except to the extent the foregoing restriction is expressly prohibited by applicable law. Notwithstanding the foregoing sentence, decompiling the Software is permitted to the extent the laws of your jurisdiction give you the non-waivable right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that you must first request such information from the Licensor and the Licensor may, in its discretion, either provide such information to you (subject to confidentiality terms) or impose reasonable conditions, including a reasonable fee, on such use of the Software to ensure that the Licensor's and its suppliers and/or licensors proprietary rights in the Software are protected. You may not modify, or create derivative works based upon the Product in whole or in part. Any such unauthorized use shall result in immediate and automatic termination of this Agreement and the License granted hereunder and may result in criminal and/or civil prosecution. Neither Product's binary code nor source may be used or reverse engineered to re-create the program algorithm, which is proprietary, without written permission of the Licensor. All rights not expressly granted here are reserved by Licensor and/or its suppliers and licensors, as applicable.
3.3. Proprietary Notices. You may not remove any proprietary notices or labels on the Product.
3.4. License Key. You may not give, make available, give away, sell or otherwise transfer your registration License Key or any copy thereof to a third party. Product's License Key may not be distributed, except as provided herein, outside of the area of legal control of the person or persons who