Terms and Conditions
By clicking on the “Agree” checkbox, you are agreeing to be bound by and are becoming a party to this license agreement (“Agreement”). If you do not agree to all of the terms of this agreement, do not click the “Agree” checkbox or proceed with download or installation. These terms are considered an offer, acceptance is expressly limited to these terms.
(1) GRANT.
Subject to the terms of this Agreement, SRCH2, Inc. (“Company”) hereby grants you (and only you) a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to use the software that you are about to download (“Software”) only in your organization and only in accordance with any documentation that accompanies it.
(2) RESTRICTIONS.
You may not, directly or indirectly: copy, distribute, rent, lease, timeshare, operate a service bureau with, use for the benefit of a third party, reverse engineer, disassemble, decompile, attempt to discover the source code or structure, sequence and organization of, or remove any proprietary notices from, the Software. As between the parties, title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof, shall remain in Company and its suppliers or licensors. You understand that Company may modify or discontinue offering the Software at any time. The Software is protected by the copyright laws of the United States and international copyright treaties. This Agreement does not give you any rights not expressly granted herein.
(3) INTELLECTUAL PROPERTY; CONTENT.
As a condition to your use of the Software, you represent, warrant and covenant that you will not use the Software: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate information or materials in any form or format (“Content”) that is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable under applicable laws; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You, not Company, remain solely responsible for all Content that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Software. You acknowledge that all Content that you access using the Software is at your own risk and you will be solely responsible for any damage to any party resulting therefrom.
(4) TERM.
The Term of this Agreement will begin on the Date in which the Software is downloaded and continue unless earlier terminated in accordance with Section 9.
(5) INDEMNITY.
You agree that Company shall have no liability whatsoever for any use you or any third party make of the Software. You hereby agree to indemnify and hold harmless Company from any and all damages, liability, costs, and expenses (including attorney’s fees) arising from claims related to your use, and your customers’ use, of the Software.
(6) WARRANTY DISCLAIMER.
Company provides the software “as is” and without warranty of any kind, and company hereby disclaims all express or implied warranties, including without limitation warranties of merchantability, fitness for a particular purpose, performance, accuracy, reliability, and non-infringement. This disclaimer of warranty constitutes an essential part of this agreement.
(7) SUPPORT AND UPGRADES.
This Agreement does not entitle you to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, “Support”). In order to facilitate support, the Software may use built-in diagnostic tools and contact Company servers with anonymized performance measurements. Any such Support for the Software that may be made available by Company shall become part of the Software and subject to this Agreement.
(8) LIMITATION OF LIABILITY.
Under no circumstances and under no legal theory, including, without limitation, tort, contract, strict liability, or otherwise, shall company or its licensors, suppliers or resellers be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for lost profits, loss of goodwill, work stoppage, accuracy of results, computer failure or malfunction, damages resulting from your use of the software. Company’s liability for damages of any kind whatsoever arising out of this agreement shall be limited to the greater of the fees paid by you hereunder or $100.
(9) TERMINATION.
You may terminate this Agreement and the license granted herein at any time by destroying or removing from all computers, networks, and storage media all copies of the Software. Company may terminate this Agreement and the license granted herein immediately if you breach any provision of this Agreement. Upon receiving notice of termination from Company you will destroy or remove from all computers, networks, and storage media all copies of the Software. Sections 2 and 5 through 11 shall survive termination of this Agreement.
(10) 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 Software in violation of any such restrictions, laws or regulations. By downloading or using the Software, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.
(11) GOVERNMENT USE.
If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the Software by the Government shall be governed solely by the terms of this Agreement.
(12) MISCELLANEOUS.
You shall comply with all applicable export laws, restrictions and regulations in connection with your use of the Software, and will not export or re-export the Software in violation thereof. This Agreement is personal to you and you shall not assign or transfer the Agreement or the Software to any third party under any circumstances. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California.