GHA Technologies End User License Agreement
Contents
1. SOFTWARE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR ANY DOCUMENTATION PROVIDED THEREWITH IN TERMS OF THEIR CORRECTNESS ACCURACY RELIABILITY OR OTHERWISE NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY GFI SOFTWARE OR A GFI SOFTWARE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY 16 DISCLAIMER OF WARRANTIES The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties if any created by any documentation or packaging Except for the Limited Warranty provided by GFI Software and to the maximum extent permitted by applicable law GFI Software its licensors and its suppliers provide the Product and support services if any AS IS AND WITH ALL FAULTS and hereby disclaim all other warranties and conditions either express implied or statutory including but not limited to any if any implied warranties duties or conditions of merchantability of fitness for a particular purpose of accuracy or completeness of responses of results of workmanlike effort of lack of viruses and of lack of negligence all with regard to the Product and the provision of or failure to provide support services ALSO THERE IS NO WARRANTY OF Page 3 of 4 As of 6 16 2011 CONDITION OF TITLE QUIET ENJOYMENT QUIET POSSESSION AND CORRESPONDENCE TO DESCRIPTION OR NON INFRING2. to GFI Software You shall maintain Product confidence and prevent disclosure of the Product using at least the same degree of care you use for your own similar proprietary information but in no event less than a reasonable degree of care You shall not disclose the Product or any part thereof to anyone for any purpose other than to employees for the purpose of exercising the rights expressly granted under this Agreement PRODUCT EVALUATIONS AND FREEWARE If available you may evaluate the Product for a period of up to thirty 30 days unless otherwise extended by GFI at no cost You may evaluate the Product for the sole purpose of determining whether to license the Product You may only evaluate a Product once At the end of the evaluation period you must either license the Product or cease all use of such Product Your use of the Product during an evaluation period or for any Product that is offered as freeware shall be without warranty of any kind and GFI Software has no duty to provide support to you during your use of the Product or during the evaluation period Any version of GFI Backup offered as freeware can only be used for non commercial purposes and can only be run on Windows non server based operating systems RESTRICTIONS RESERVATION OF RIGHTS Notwithstanding any references to purchase the Product is licensed not sold pursuant to this Agreement This Agreement confers a limited license to the Product and does not constitute a tr
3. BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY NINETY DAYS AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY 90 DAY PERIOD THERE IS NO WARRANTY OR CONDITION OF ANY KIND Some states jurisdictions do not allow limitations on how long an implied warranty or condition lasts so the above limitation may not apply to you Any supplements or updates to the Product including without limitation any if any service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition express implied or statutory LIMITATION ON REMEDIES NO CONSEQUENTIAL OR OTHER DAMAGES Your exclusive remedy for any breach of this Limited Warranty is as set forth below Except for any refund elected by GFI Software YOU ARE NOT ENTITLED TO ANY DAMAGES INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES if the Product does not meet GFI Software s Limited Warranty and to the maximum extent allowed by applicable law even if any remedy fails of its essential purpose The terms of Section 17 below Exclusion of Incidental Consequential and Certain Other Damages are also incorporated into this Limited Warranty Some states jurisdictions do not allow the exclusion or limitation of incidental or consequential damages so the above limitation or exclusion may not apply to you This Limited Warranty gives you specific legal rights You may have others which vary from state
4. EMENT WITH REGARD TO THE PRODUCT 17 EXCLUSION OF INCIDENTAL CONSEQUENTIAL AND CERTAIN OTHER DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL GFI SOFTWARE ITS AFFILIATES SUBSIDIARIES LICENSORS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION FOR BUSINESS INTERRUPTION FOR PERSONAL INJURY FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE FOR NEGLIGENCE AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE PRODUCT THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA EVEN IN THE EVENT OF THE FAULT TORT INCLUDING NEGLIGENCE STRICT LIABILITY BREACH OF CONTRACT OR BREACH OF WARRANTY OF GFI SOFTWARE OR ANY OF ITS AFFILIATES SUBSIDIARIES OR SUPPLIERS AND EVEN IF GFI SOFTWARE OR ANY OF ITS AFFILIATES SUBSIDIARIES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES 18 LIMITATION OF LIABILITY AND REMEDIES Notwithstanding any damages that you might incur for any reason whatsoever including without limitation all damages referenced above and all direct or general damages the entire liability of GFI Software and any of its suppliers under any provision of this EULA and yo
5. GHA TECHNOLOGIES INC End User License and Warranty GFI END USER LICENSE AGREEMENT IMPORTANT READ CAREFULLY This End User License Agreement EULA is a legal agreement between you and GFI SOFTWARE for this GFI SOFTWARE product which includes computer software and may include associated media printed materials and online or electronic documentation Product An amendment or addendum to this EULA may accompany the Product or future releases of the Product YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING COPYING OR OTHERWISE USING THE PRODUCT IF YOU DO NOT AGREE DO NOT INSTALL OR USE THE PRODUCT 1 LICENSE GRANT GFI SOFTWARE grants you the following rights provided that you comply with all terms and conditions of this EULA Depending upon the Unit utilized to compute the applicable license fees to be paid by you for use of the Product a license key may limit your use of the Product accordingly You may install use access display and run one 1 copy of the product on one or more Units as defined below as long as you use the Product on no more than the maximum number of Units for which you have acquired a valid license as embedded in your valid license key 2 UNIT OF LICENSE GRANT The Unit by which the Product is evaluated or licensed varies by Product GFI FAXmaker is licensed by User GFI FAXmaker Server Lines GFI MailArchiver GFI MailEssentials and GFI MailSecurity are licensed by
6. Mailbox GFI WebMonitor is licensed by Seat GFI LANguard and GFI Network Server Monitor are licensed by IP Address GFI EventsManager and GFI Backup are licensed by Node Windows Server or Workstation and GFI EndPointSecurity is licensed by Computer Main Product license includes one 1 GFI FAXmaker Server and four 4 Lines additional GFI FAXmaker Servers and or Lines can be licensed 3 DEFINITIONS When used terms will have the following meaning In addition where it is documented by GFI in the Product user manual that a Product officially supports a non Windows operating system the defined term can include such non Windows machines Computer Computer Windows Workstation Windows Home Workstation or Windows Server GFI FAXmaker Server GFI FAXmaker Server Number of computers on which the GFI FAXmaker server component can be simultaneously installed on a network Each GFI FAXmaker Server license constitutes an Active Directory domain license i e the Product will only see the Active Directory users that are within the same Active Directory domain where the GFI FAXmaker Server has been installed IP Address IP Address A number assigned to each Computer or device which is active on the network Lines Lines The fax lines available for usage by GFI FAXmaker to send receive faxes Mailbox Mailbox A Mailbox is defined by Product For GFI MailEssentials and GFI MailSec
7. VERNING LAW This EULA shall be governed by and construed in accordance with the laws of BVI without giving effect to the principles of conflicts of law rules The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in London England and waive any objection with respect thereto for the purpose of any action suit or proceeding arising out of or relating to this EULA or the transactions contemplated hereby 22 INTELLECTUAL PROPERTY RIGHTS The Product is protected by copyright trademark and other intellectual property laws and treaties You hereby acknowledge that third party software may be incorporated into the Product GFI Software or to the extent such third party software is incorporated its licensors own all title copyright and other intellectual property rights in and to the Product 23 SEVERANCE If any provision of this EULA or part of a provision is found by any court or administrative body of competent jurisdiction to be invalid unenforceable or illegal the other provisions will remain in force If any invalid unenforceable or illegal provision would be valid enforceable or legal if some part of it were deleted the provision will apply with whatever modification is necessary to give effect to the commercial intention of the parties 24 MISCELLANEOUS This Agreement contains the entire understanding of the parties and supersedes all other agreements oral or written including purch
8. ansfer of title to or sale of all or a portion of the Product and GFI Software retains ownership of all copies of the Product You acknowledge that the Product contains trade secrets of GFI Software its suppliers or licensors including but not limited to the specific internal design and structure of individual programs and associated interface information Accordingly except as otherwise expressly provided under this Agreement you shall have no right and you or any third party you may direct specifically agree not to i transfer assign or sublicense its license rights to any other person or entity or use the Product on any equipment other than the Unit as defined hereunder and you acknowledge that any attempted transfer assignment sublicense or use shall be void ii make error corrections to or otherwise modify or adapt the Product or decompile decrypt disassemble reverse engineer or attempt to reconstruct or discover any source code or underlying ideas algorithms file formats or programming or interoperability interfaces of Product or of any files contained or generated using Product by any means whatsoever or otherwise reduce the Product to human readable form except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction iii use or permit the Product to be used to perform services for third parties whether on a service bureau or time sharing basis or otherwise without the express written authoriz
9. ase orders submitted by you with respect to the subject matter covered in this Agreement The delay or failure of either party to exercise any right provided in the Agreement shall not be deemed a waiver All notices must be in writing and shall be delivered by hand effective when received or mailed by registered or certified mail effective on the third day following the date of mailing or sent via email to legal qfi com All notices must be addressed to GFI Legal Department in care of Vice President Finance You may not assign pledge or otherwise transfer this agreement nor any rights or obligations hereunder in whole or in part to any entity Paragraph headings are for convenience and shall have no effect or interpretation In the event that it is necessary to undertake legal action to collect any amounts payable or to protect or to defend against the unauthorized use disclosure or distribution of the software hereunder and or other violation of this agreement GFI Software shall be entitled to recover its costs and expenses including without limitation reasonable attorneys fees GFI Software March 2010 Page 4 of 4 As of 6 16 2011
10. ation of GFI Software or iv disclose provide or otherwise make available trade secrets contained within the Product in any form to any third party without the prior written consent of GFI Software 10 TERMINATION Without prejudice to any other rights GFI Software may cancel this EULA if you do not abide by the 11 terms and conditions of this EULA in which case you must cease all use of the Product and destroy all copies of the Product and all of its component parts or at GFI Software s request return such copies and component parts to GFI CONSENT TO USE OF DATA You agree that GFI Software and its subsidiaries and affiliates may collect and use technical and related information including but not limited to technical information about your computer system and application software that is gathered periodically to facilitate the provision of software updates Product support and other services to you if any related to the Product If the Product is GFl WebMonitor you acknowledge and agree that the Product will send URL requests to GFI Software s servers or the servers of GFI Software s licensors for categorization purposes and thus such information will include URLs as they are being browsed GFI Software may use this information as long as it is in a form that does not personally identify you to improve our products or to provide services or technologies to you 12 DATA PROTECTION Each party shall comply with its respect
11. e following operating systems Windows 2000 Professional Windows XP Professional Windows XP Tablet PC Edition Windows Vista Business Windows Vista Enterprise Windows Vista Ultimate Windows 7 Professional Windows 7 Enterprise Windows 7 Ultimate Windows Workstations Home Derivative Operating Systems Windows Home Workstation Machines running any of the following operating systems Windows XP Home Windows XP Starter Edition Windows XP Media Center Edition Windows Vista Starter Windows Vista Home Basic Windows Vista Home Premium Windows 7 Home Premium Windows 7 Home Basic 4 RIGHT TO CALL HOME OPT OUT The Product will automatically contact GFI Software if and when any of the following events occur i the Product is successfully installed by you ii you fail to install the Product successfully iii the Product has been successfully configured iv there are changes to the Product s license key and v the Product is uninstalled You may opt out of the Call Home feature by sending an opt out request to GFI Software at the email address set forth in Section 24 Unless you opt out you hereby consent to this feature GFI Software has offices worldwide and you acknowledge and consent that when the Product Calls Home the data may be sent to any GFI Software office or affiliate for processing including locations outside of the USA and European Union Page 1 of 4 As of 6 16 2011 RESERVATION OF RIGHTS GFI Software reserve
12. f the DPA You shall fully and effectively indemnify GFI Software against any loss liability and cost incurred by GFI Software as a result of any breach of the DPA by you 13 EXPORT CONTROLS You agree that the Product will not be shipped transferred or exported i into any country to which the EU or UN has embargoed goods ii into any country or to any person where the national legislation of the relevant EU Member State has embargoed goods iii to any individual or entity listed in any enacted Common Position on restrictive measures imposed by the EU iv to anyone on the U S Treasury Department s list of Specially Designated Nationals or the U S Commerce Department s Table of Deny Orders or v in any manner prohibited by the EU Common Foreign and Security Policy the United States Export Administration Act or any other export laws or regulations By using the Product you represent that you are not located in under the control of or a national or resident of any such country or on any such list and you take full and sole responsibility for such use 14 LIMITED WARRANTY FOR SOFTWARE PRODUCTS GFI SOFTWARE warrants that the Product will perform substantially in accordance with the accompanying materials for a period of ninety 90 days from the date of receipt If an implied warranty or condition is created by your state jurisdiction and federal or state provincial law prohibits disclaimer of it you also have an implied warranty or condition
13. ive obligations under the Data Protection Act 1998 as amended or replaced from time to time DPA as specified in this Section 12 Neither party shall do any act that puts the other party in breach of its obligations set out in this Section 12 nor shall nothing in this EULA be deemed to prevent any party from taking the steps it reasonably deems necessary to comply with the DPA You agree that i you alone shall determine the purposes for which and the manner in which personal data as defined in the DPA are or are to be processed during the course of the licence ii you shall be the data controller as defined in the DPA in respect of all Page 2 of 4 As of 6 16 2011 personal data processed during the course of the licence and iii prior to sending any personal data to GFI Software you have obtained consent from the data subject to send their personal data to GFI Software in countries outside the European Union GFI Software agrees that it shall be the data processor as defined in the DPA in respect of the personal data processed as required during the course of the licence You warrant and undertake that any instructions given by you to GFI Software whether specific or non specific in respect of the processing of personal data shall at all times be in accordance with the requirements of the DPA and that compliance with such instructions by GFI Software in its provision of the licence agreement shall not put GFI Software in breach o
14. jurisdiction to state jurisdiction YOUR EXCLUSIVE REMEDY GFI Software s and its suppliers entire liability and your exclusive remedy shall be at GFI Software s option from time to time exercised subject to applicable law a return of the price paid if any for the Product or b repair or replacement of the Product that does not meet this Limited Warranty and that is returned to GFI Software with a copy of your receipt You will receive the remedy elected by GFI Software without charge except that you are responsible for any expenses you may incur e g cost of shipping the Product to GFI Software This Limited Warranty is void if failure of the Product has resulted from accident abuse misapplication abnormal use a virus or use after an upgrade was made available to you Any replacement Product will be warranted for the remainder of the original warranty period or thirty 30 days whichever is longer Outside the United States or Canada neither these remedies nor any product support services offered by GFI Software are available without proof of purchase from an authorized international source To exercise your remedy contact GFI Software 15 THIS PRODUCT IS PROVIDED TO THE USER AS IS GFI SOFTWARE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED FURTHERMORE GFI
15. s all rights not expressly granted to you under this EULA 6 SUPPORT If support is offered and available and you are under a current support contract with GFI Software with respect to the Product and are current in paying all amounts due there under GFI Software shall make available to you the support described in this paragraph the Support on a local office hours basis Support shall consist of i supplying telephone or other electronic support as determined by GFI Software in its sole discretion to you in order to help you locate and on its own correct problems with the product and ii supplying extensions enhancements and other changes that GFI Software at its sole discretion makes or adds to the Product and which GFI Software makes generally available without additional charge to other licensees of the Product that are enrolled in Support Upon mutual written agreement by both parties GFI Software may but shall not be required to i supply code corrections to you to correct Product malfunctions in order to bring such product into substantial conformity with the published operating specifications for the most current version of the Product unless your unauthorized modifications prohibit or hamper such corrections or cause the malfunction or ii supply code corrections to correct insubstantial problems at the next general release of the Product CONFIDENTALITY The Product is a trade secret of GFI Software and is proprietary
16. ur exclusive remedy for all of the foregoing except for any remedy of repair or replacement elected by GFI Software with respect to any breach of the Limited Warranty shall be limited to the greater of the amount actually paid by you for the Product or U S 5 00 The foregoing limitations exclusions and disclaimers including Sections 14 15 16 and 17 above shall apply to the maximum extent permitted by applicable law even if any remedy fails its essential purpose 19 INDEMNIFICATION You agree to indemnify defend and hold GFI Software and its parent subsidiary or affiliate organizations officers agents and employees harmless from any claim demand or damage including reasonable attorneys fees asserted by any third party due to or arising out of your breach of any provision of this EULA your negligent or wrongful acts and or your violation of any applicable laws 20 ENTIRE AGREEMENT This EULA including any addendum or amendment to this EULA which is included with the Product are the entire agreement between you and GFI Software relating to the Product and the support services if any and they supersede all prior or contemporaneous oral or written communications proposals and representations with respect to the Product or any other subject matter covered by this EULA To the extent the terms of any GFI SOFTWARE policies or programs for support services conflict with the terms of this EULA the terms of this EULA shall control 21 GO
17. urity Mailbox is defined as the number of Active Directory users or email addresses being protected For GFI MailArchiver Mailbox is defined by Active Directory users for whom email archiving is enabled Main Product Main Product Add On Add On A Main Product is when a particular Product is licensed for the first time and the license key is issued for that Product When more copies of the same Product are licensed it is an Add On Add On Product to the Mail License and to the Product license key Node Server or Workstation Node Servers Workstations or other network end points such as firewalls routers switches phone systems etc that have one or more IP Addresses Seat Seat An individual or an IP Address that is accessing the internet Unit Unit Each GFI Product has a unit s by which it is licensed The Unit of license by Product is listed in Section 2 Unit of License Grant The term Unit is used generically when referring generally to Product licensing measure User User Unique individuals who use the GFI FAXmaker Product Unique individuals who send receive faxes through GFI FAXmaker Windows Server Windows Server Machines running any of the following operating systems Windows NT server all editions including Windows 2000 Server Windows 2003 Servers and Windows 2008 Servers Windows Workstations Windows Workstation Machines running any of th
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