X3Watch PRO So.ware License Agreement

Transcription

1 X3Watch PRO So.ware License Agreement This So(ware License Agreement ( Agreement ) between XXXchurch.com ( XXXchurch ) and you ( You ) governs Your use of X3Watch PRO (the So(ware ), which includes the media on which You received it, if any. The terms of this Agreement also apply to the automaic renewal program and to any updates, supplements, Internet- based services, and support services provided by XXXchurch for the So(ware as well as to any user manuals, technical manuals and any other materials provided by XXXchurch, in printed, electronic or other form, that describe the installaion, operaion, use or technical specificaions of the So(ware ( DocumentaIon ), in each case unless other terms accompany those items, in which case those terms apply. XXXCHURCH PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CLICKING THE "ACCEPT" BUTTON OR CHECKING THE "ACCEPT" BOX YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF YOU ARE A CORPORATION, GOVERNMENTAL ORGANIZATION OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND BIND SUCH ENTITY TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, XXXCHURCH WILL NOT AND DOES NOT LICENSE THE SOFTWARE TO YOU, AND YOU MUST NOT DOWNLOAD OR INSTALL THE SOFTWARE OR DOCUMENTATION. The So(ware is an Internet monitoring and control product that consists of client so(ware installed on Your supported personal computers or mobile devices that intercepts Internet- bound traffic and sends it to the XXXchurch servers for categorizaion. The client- server soluion is designed to monitor traffic and provide You with the opion of blocking undesirable content. The So(ware also provides You with the opion to share informaion regarding Your Internet use with third paries that You choose. The client so(ware on Your personal computer connects to a server network infrastructure that is deployed on the Internet and operated as a managed service by XXXchurch and other service providers. The So(ware does not enable You to access the Internet. You must separately have Internet access service in order to uilize the So(ware. XXXchurch may at any Ime without noice or liability restrict the use of the So(ware or limit its availability in order to perform maintenance aciviies. As described below, Your use of the So(ware also operates as Your consent to (i) the transmission of certain computer informaion to XXXchurch during the installaion, configuraion and use of the So(ware (ii) the use of the Internet- based services that consitute an integral part of the So(ware and (iii) the transmission of informaion regarding Your Internet use to third paries designated by You. If You comply with these license terms, You have the rights below as a licensed user of the So(ware for each license that You acquire. 1. So.ware, Installa<on, and Use. The So(ware includes computer so(ware and access to related Internet services, including but not limited to website categorizaion, user profiles, and usage reporing. a. This agreement is a non- exclusive, non- transferable, non- sublicensable limited license enitling You to (i) install the So(ware on supported personal computers or mobile devices You own or control and (ii) use the So(ware in accordance with this Agreement and the DocumentaIon unil this license is terminated. b. This Agreement is effecive on the date You download and register the So(ware and coninues in effect for the duraion of the iniial term You have selected and paid for (the "IniIal Term") and for each successive Renewal Term (as defined below). You agree and understand that the So(ware requires yearly or monthly renewals in order for You to coninue using it. Should You choose not to renew Your subscripion to the So(ware, Your account may be deacivated at the end of the applicable IniIal Term or Renewal Term for which

2 You have paid, at which Ime the So(ware will cease to funcion and Your license to use the so(ware as described in this agreement will terminate. c. Upon expiraion of the IniIal Term and any successive term, this Agreement will renew automaically without further acion on Your part. This Agreement will renew (each such renewal referred to as a Renewal Term ) as follows: (i) in the event that You selected an IniIal Term of one year or more, this Agreement will renew on an annual basis, and (ii) in the event that You selected an IniIal Term of less than one year, this Agreement will renew on a monthly basis. You will be charged for the license and service fees for the applicable Renewal Term as described in SecIon 7 below. d. You must agree to provide XXXchurch with accurate and truthful registraion informaion, including, but not limited to, Your name, address, telephone number and credit card or billing informaion, and to keep Your registraion informaion current during the term of this agreement. e. The So(ware may include more than one version, including versions designed to operate on different operaing systems. 2. Accountability Sharing. The So(ware provides You with the opion to send reports detailing Your Internet use to third party addresses that You provide to XXXchurch (the Accountability Sharing ). Using the So(ware and elecing the Accountability Sharing feature means that You (a) are giving XXXchurch permission to deliver reports detailing the Internet usage of every computer on which the So(ware is installed to the addresses designated by You for Accountability Sharing and (b) represent and warrant (i) that You have the right to install the So(ware on each such computer, and (ii) that each user of each such computer has consented to the monitoring of such user s Internet usage on such computer and to Accountability Sharing. 3. Free Trial Period. XXXchurch may offer a free trial period for the So(ware from Ime to Ime. During the free trial period You may use the So(ware without being charged, subject in all respects to the terms and condiions of this agreement. At the expiraion of the free trial period, You will be required to pay for a version of the So(ware appropriate for Your operaing system, or to uninstall the So(ware. Trial accounts that are not acivated may be purged from our systems a(er expiraion. 4. Internet- Based Services. XXXchurch includes Internet- based services as an integral part of website categorizaion and other features of the So(ware. XXXchurch may modify or cancel these services at any Ime. You will not receive a separate noice when You connect to an Internet- based service. You may not use the So(ware or the Internet- based services in any way that could harm them or impair any other user s access to or use of these services. You may not use these services to gain, or aiempt to gain, unauthorized access to any service, data, account or network by any means. 5. Scope of License. a. The So(ware is licensed, not sold. This agreement only gives You certain rights to use the So(ware. XXXchurch reserves all other rights. Unless applicable law gives You more rights despite this limitaion, You may use the So(ware only as expressly permiied in this agreement. In doing so, You must comply with any technical limitaions in the So(ware that only allow You to use it in certain ways. You may not work around any technical limitaions in the So(ware; reverse engineer, decompile, disassemble, translate, alter, adapt or modify the So(ware; use components of the So(ware to run applicaions not running on the So(ware; make more copies of the So(ware than specified in this agreement or allowed by applicable law, despite this limitaion; publish the So(ware for others to copy; rent, lease or lend the So(ware; use the So(ware for commercial so(ware or Internet hosing services; or remove or alter the copyright or trademark noices on the So(ware. You may not use the So(ware or the Internet- based services to upload, transmit, or transfer any data, informaion, materials, or content to XXXchurch or any third party other than transmissions or transfers of informaion 2

3 necessary for the intended use of the So(ware. You also agree not to use the So(ware for any unlawful or improper purpose. b. XXXchurch has the right to terminate this license agreement and deacivate Your account upon Your breach of any term or obligaion in this agreement. XXXchurch will retain all fees and other monies paid prior to terminaion without refund of fees allocable to any remaining porion of the current term. Upon terminaion of this agreement, any monies owed by You to XXXchurch will become due and payable immediately upon such terminaion. 6. Fees. XXXchurch reserves the right to accept or not accept certain methods of payment and reserves the right to change fees or billing methods at any Ime and from Ime to Ime. Any changes in fees or billing methods will be effecive upon noice to You or 30 days a(er XXXchurch publishes the new fees or billing methods on its website, whichever is earlier. XXXchurch accepts credit cards and debit cards as payment for its services. The subscripion fee for the IniIal Term and for each Renewal Term is billed and collected in advance. You must maintain an acive and valid e- mail account for the term of Your subscripion. It is Your responsibility to noify XXXchurch of e- mail address changes. Late charges or service fees may be applied if accounts are ten (10) or more days past due and will not be waived if You fail to receive noice because of no e- mail account, an e- mail account set up to block XXXchurch e- mail correspondence, or an invalid e- mail account. Any account that is 10 or more days past due will be deacivated by XXXchurch and may be terminated at the discreion of XXXchurch. XXXchurch will apply a late fee or service charge of 1.5% per month for past dues balances. Charges for each Renewal Term will be charged automaically to Your credit card upon commencement of each Renewal Term as described in SecIon 7 below. XXXchurch is under no obligaion to, and does not currently, provide prorated refunds. 7. Automa<c Renewal. In order to ensure that You do not experience a lapse in the protecion provided by the So(ware, XXXchurch will automaically charge Your account for the applicable license and service fees at the then- current subscripion rate for the So(ware upon commencement of each Renewal Term. If You are on the yearly plan, Your account will be renewed on the 31st day before the expiraion of Your current term. If the iniial renewal aiempt failed, it will be submiied again on the 15th day before the expiraion of Your current term. If You are on the monthly plan, Your account will be renewed on the 6th day before the expiraion of Your current term. You must cancel your subscripion in advance of the expiraion of the IniIal Term or applicable Renewal Term if You wish to terminate automaic renewal of Your So(ware subscripion. TerminaIon of the automaic renewal does not cancel Your account. 8. Cancella<on. To cancel Your X3Watch subscripion, sign into your X3Watch online account to access your billing informaion and cancel your subscripion. You will receive a response to Your cancellaion request by e- mail, confirming that the subscripion has been terminated. Uninstalling the So(ware does not cancel your subscripion or delete your X3Watch account. You agree that all fees paid to XXXchurch prior to Your cancellaion may be retained by XXXchurch and are not subject to refund. 9. Dele<on of Your Account. To delete Your X3Watch account, You may submit a support Icket by visiing hip://support.x3watch.com. Account deleion requests by e- mail will not be accepted. You will receive a response to Your deleion request by e- mail, confirming that the account has been deleted. Uninstalling the So(ware does not delete Your account. You will need to request that Your account be deleted. You agree that all fees paid to XXXchurch prior to Your account deleion may be retained by XXXchurch and are not subject to refund. 10. Administrator Password. Your user configuraion informaion for the So(ware is protected by an administrator password. In order to change the So(ware sepngs or remove the So(ware from Your computer You will need to know this password. In the event that You forget this password You may retrieve the password by visit our member page at Your administrator password will be released only in the event that You can saisfy the specified security criteria established by XXXchurch. 3

4 11. Proprietary Rights. X3Watch is a trademark of Fireproof Ministries, Inc. All other logos, trademarks or registered trademarks are the property of their respecive owners. XXXchurch s rights in the So(ware, including programming code, formapng code or operaing instrucions created or designed by XXXchurch, and all intellectual property rights therein, as between You and XXXchurch, are and will remain the exclusive property of XXXchurch. XXXchurch reserves all rights not expressly granted to You in this agreement. You will have no claim of ownership or intellectual property rights in the So(ware. 12. Backup Copy. You may make one backup copy of the media. You may use it only to reinstall the So(ware. Any person that has valid access to Your computer or internal network may copy and use the DocumentaIon for internal reference purposes. 13. Collec<on and Use of Informa<on. You acknowledge that when You download, install or use the So(ware, XXXchurch may use automaic means (including, for example, cookies and web beacons) to collect informaion about Your computer and about Your use of the So(ware. You also may be required to provide certain informaion about Yourself as a condiion to downloading, installing or using the So(ware or certain of its features or funcionality, and the So(ware provides You with opportuniies to share informaion about Your internet use with others. All informaion we collect through or in connecion with the So(ware is subject to our Privacy Policy [INSERT AS LINK TO PRIVACY POLICY]. By downloading, installing, using and providing informaion to or through this So(ware, You consent to all acions taken by us with respect to Your informaion in compliance with the Privacy Policy. 14. Third Party Informa<on. The So(ware contains third party programs and components and makes use of third party Internet- based services, including but not limited to website categorizaion services. The license terms applicable to the third party programs, if any, apply to Your use of them. You obtain no rights in or to any such third party so(ware except as may be expressly stated in any accompanying license agreement or terms. XXXchurch is not responsible for the accuracy, completeness, copyright compliance, legality, decency, or any other airibute of such third party programs. 15. Export Restric<ons. The So(ware is subject to United States export laws and regulaions. You must comply with all domesic and internaional export laws and regulaions that apply to the So(ware. These laws include restricions on desinaions, end users and end use. XXXchurch makes no representaion that the So(ware is appropriate or available for use outside the United States in any locaions where its use is prohibited. You represent and warrant that (a) no U.S. federal agency has suspended, revoked or denied Your export privileges, (b) You are not a naional or resident of and are not located in, nor will You ship or transmit the So(ware to any country subject to a U.S. embargo (or any naional or resident of any of such country), (c) You will not ship or transmit the So(ware to any, nor are You (by affiliaion or otherwise), a person or enity on the U.S. Treasury Department's list of Specially Designated NaIonals or the U.S. Commerce Department's Denied Persons List or EnIIes List. 16. En<re Agreement. This agreement (including the warranty below), addiional terms and the terms for supplements, updates, so(ware, Internet- based services and support services that You may use in connecion with the So(ware, are the enire agreement for the So(ware and support services offered by XXXchurch and its affiliates. 17. Applicable Law and Taxes. This agreement is governed by Georgia law applicable to contracts entered into and performed enirely within Georgia, irrespecive of conflict of laws principles. Any purchase of a license to the So(ware over the Internet shall be deemed to have occurred in the State of Georgia, United States of America. Any acion arising under, relaing to or connected with this agreement or the use of the So(ware will be filed only in an appropriate court located in Cobb County, Georgia, and the paries irrevocably consent and 4

5 submit to the exclusive personal jurisdicion of such court for such purposes. You are solely responsible for all sales, use, ad valorem, value- added, or other taxes associated with Your licensing and use of the So(ware. 18. Legal Effect. This agreement describes certain legal rights. You may have other rights under the laws of Your state or country. You may also have rights with respect to the party from whom You acquired the So(ware. This agreement does not change Your rights under the laws of Your state or country if the laws of Your state or country do not permit it to do so. 19. Limita<on on and Exclusion of Damages. IN NO EVENT WILL XXXCHURCH OR ITS AFFILIATES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE SOFTWARE, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT XXXCHURCH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. Waiver and Severability. A waiver by either party of any term or condiion of this agreement or any breach thereof, in any one instance, will not be deemed or construed to be a waiver of such term or condiion or any subsequent breach thereof. If a court of competent jurisdicion holds that any provision of this agreement is invalid or unenforceable as applied to any paricular facts or circumstances, then (a) such ruling will not impair the validity and enforceability of the relevant provision as applied to any other paricular facts or circumstances, (b) the validity of the other provisions of this agreement shall not in any way be affected or impaired, and (c) the relevant provision shall be reformed without further acion by the paries to make the provision valid and enforceable when applied to the same facts and circumstances. 21. Amendment. XXXchurch reserves the right, at its discreion, to update or revise the terms of this So(ware license agreement without noice by posing an updated version on our website. Your coninued use of the So(ware following the posing of any changes to this So(ware license agreement consitutes acceptance of such changes. Otherwise, no waiver, amendment, supplementaion or modificaion of any provision of this agreement will be effecive, except pursuant to a wriien instrument signed by XXXchurch. 22. Limited Warranty. If You follow the instrucions and the So(ware is properly licensed, the following limited warranty will apply: when properly installed on a computer meeing the specificaions set forth in, and operated in accordance with, the DocumentaIon, the So(ware will perform substanially as described in the DocumentaIon. a. This limited warranty covers the So(ware for thirty (30) days a(er it is purchased. b. This warranty does not cover problems caused by Your acts (or failures to act), the acts of others, or events beyond the reasonable control of XXXchurch. c. If during the warranty period set forth above You noify XXXchurch in wriing of a breach in the warranty in this SecIon 22, XXXchurch will repair or replace, at XXXchurch s opion, the So(ware at no charge. If XXXchurch cannot repair or replace it, XXXchurch will refund the amount shown on Your receipt for the So(ware. You must uninstall the So(ware and return any media and other associated materials to XXXchurch with proof of purchase to obtain a refund. These are Your only remedies for breach of the limited warranty. 5

6 d. You need proof of purchase for warranty service. For warranty service or informaion about how to obtain a refund for so(ware acquired in the United States visit hips://support.x3watch.com/. e. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE IN THIS SECTION 22, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED TO YOU "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, YOU EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, XXXCHURCH PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. 23. Money- Back Guarantee. Without limiing any of the other terms of this agreement, if for any reason You are not saisfied with the So(ware You may return it in its original condiion within thirty (30) days of purchase for a full refund. 24. U.S. Government Restricted Rights. The So(ware is licensed to the U.S. Government with RESTRICTED RIGHTS. Use, duplicaion or disclosure by the U.S. Government is subject to the restricions as set forth in the Rights in Technical Data and Computer So(ware clause at DFARS and the Computer Commercial So(ware clause at 48 CFR , as applicable. Contractor / Manufacturer is XXXchurch, PO Box 50048, Pasadena California Binding Effect and Survival. This agreement is binding on and made for the benefit of the paries and their successors and permiied assigns. In addiion, (a) all of the provisions of this agreement that limit damages and liability for and disclaim warranies and guaranies by XXXchurch, shall apply to XXXchurch s suppliers, affiliates, resellers and distributors and (b) all of the provisions of this agreement that (i) limit damages and liability for and disclaim warranies and guaranies, (ii) provide for the interpretaion of this agreement and (iii) set forth general legal terms (such as choice of law and venue) shall survive the expiraion or terminaion of this agreement. XXXchurch PO Box Pasadena California United States of America Web: 6