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      Software Pursuits License Agreement

      This agreement applies to any software product distributed by Software Pursuits for the Microsoft Windows operating system environment. Any exceptions for a specific product will be listed below.

      • Product Use is Acceptance of this Agreement
        Software Pursuits, Inc. (SPI), a California corporation, is willing to license its software to you only on the condition that you accept all of the terms contained in this license agreement. By installing, copying, or using the software provided or distributed by SPI you accept and agree to be bound by the terms of this license agreement. If you do not agree to these terms, you must promptly discontinue all use of the software and remove it from your computers. If you have not yet obtained permanent license codes, you may be entitled to a refund of any monies paid for the license. Refunds are not available once you have received a non-expiring license code. Software as a Service (SaaS) subscriptions are nonrefundable.
      • Ownership and License
        This is a license agreement and NOT an agreement for sale. SPI continues to own the software, documentation, and other content provided under this agreement. Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. or International copyright, patent, or other intellectual property laws or any other federal or state laws.
      • Taxes
        You will pay SPI amounts equal to any taxes resulting from the sale of any products or services under this agreement, or any activities under this Agreement, exclusive of taxes based on SPI’s net income.
      • License Term
        Purchases for Software Pursuits products are accepted with NET30 payment terms. Temporary licenses are issued until payment is received. Any changes to the terms of the license granted or payment terms must be specified in writing at time of purchase and accepted by Software Pursuits. Purchases can be for a perpetual license or a Software as a Service (SaaS) subscription. A subscription creates a license that is only valid while the subscription period is active. Subscriptions are payable in advance of the period covered and can be canceled with 30 days’ notice. Non-payment for a SaaS subscription renewal will terminate this agreement and the software will no longer function. Refunds are not provided for unused portions of canceled subscriptions.
      • Activation
        According to its discretion, Software Pursuits may include features in the Software to prevent unlicensed use of the Software. You agree that Software Pursuits may do so. The use of the Software may require you to activate the Software through the Internet or a manual activation process.
      • Permitted Uses
        You are granted the following rights to the Software. The Software is “installed” on a computer when it is placed on a computer’s hard disk, CD-ROM, or other secondary storage device. The Software is “in use” on a computer when it is executed or loaded into the computer’s RAM or other primary memory. The rights below apply to each license purchased.

         

        • Right to Install and Use
          SureSync Workstation License:           Each License allows you to install and use the Software on one workstation computer in your possession. A workstation is a computer running a version of Windows intended for a single user. All other machines are considered servers.
          • SureSync Licenses: You may copy files between a workstation and any other computer; however, you may only reference a maximum of two servers with a Workstation license. A Workstation license cannot be used to run jobs on a server. Each job must reference the file system on the licensed Workstation. A workstation license is not required to configure or monitor jobs running on other licensed machines, including servers.
          • ArchiveSync Licenses: A Workstation License is required for each workstation used as a source for archiving.
          • Communications Agent Licenses: A Workstation License is required for any workstation that runs the Communications Agent service. An additional Workstation License is needed on a workstation if it communicates with another remote Communications Agent or if it is used to run Monitors with SureSync.
          • File Locking Licenses: A Workstation License is required for any workstation that uses File Locking as a source or destination.
          • SyncLockStatus Licenses: With the SureSync Collaboration bundle with Status (SyncS-Col-Stat), unlimited SyncLockStatus license usage is allowed.
          • SureSync Endpoint Licenses: A Workstation Endpoint License is required for any workstation that executes the Endpoint client application.

          SureSync Server License: Each Server License allows you to install or use the Software on one server computer. A server is any computer that is not defined as a workstation including non-Windows machines such as Linux, Mac or FTP.

          • SureSync Licenses: A Server License is required for each server used as a file source or destination, even if the software is not installed or executed on that server. You may copy files to or from any number of workstations when the Software is executed on a licensed server. A SureSync License is not required to configure or monitor jobs running on other licensed machines.
          • ArchiveSync Licenses: A Server License is required for each server used as a source for archiving.
          • Communications Agent Licenses: A Server License is required for any server that runs the Communications Agent service. An additional Server License is needed on a server if it communicates with another remote Communications Agent or if it is used to run Monitors with SureSync.
          • File Locking Licenses: A Server License is required for any server that uses File Locking as a source or destination.
          • SQL Protection Licenses: A Server SQL Protection License is required for each server running SQL Server where SQL Protection is configured to perform backups of databases.

          • Status Web: A Status Web license is required to use the Status Web website to provide SureSync status via a browser.

          SureSync Managed File Transfer (MFT) Hub License: Each MFT environment must have at least one Hub license. The Hub is the machine responsible for managing the processing of the Jobs in the environment. The Hub license includes the server or workstation license functionality for the Hub machine.

          SureSync Managed File Transfer (MFT) Workstation License: Each License allows you to install and use the Software on one workstation computer in your possession. A workstation is a computer running a version of Windows intended for a single user. All other machines are considered servers.

          SureSync Managed File Transfer (MFT) Server License: Each Server License allows you to install or use the Software on one server computer. A server is any computer that is not defined as a workstation including non-Windows machines such as Linux, Mac or FTP.

           

          • Right to Copy. You may copy the Software for backup and archival purposes, provided that each copy is kept in your possession or control.
          • Right to Transfer. You may not rent, lend, or lease this Software. However, you may transfer this license to use the Software to another party on a permanent basis by transferring this copy of the License Agreement, at least one unaltered copy of the Software, and any associated documentation. You must, at the same time, either transfer to the other party or destroy all your other copies of the Software. Such transfer of possession terminates your license from us. Such other party shall be licensed under the terms of this Agreement upon its acceptance of this Agreement by its initial use of the Software. If you transfer the Software, you must remove the Software from your hard disk and you may not retain any copies of the Software for your own use. License transfers will only be recognized as valid by SPI if SPI is notified by you, provided with the associated license codes transferred, and provided with contact information of the new license owner.
      • Prohibited Uses. You may not, without written permission from SPI:
        • Use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement;
        • Use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective;
        • Disassemble, decompile or “unlock,” reverse translate, or in any manner decode the Software for any reason;
        • Place the Software onto a server so that it is accessible via a public network such as the Internet; or
        • Sublicense, lease, or rent the Software.
      • Limited Warranty:
        • Limited Warranty. We warrant that, for thirty (30) days from the date you acquired it from us or our authorized dealers that the Software will perform substantially in accordance with the user documentation accompanying the Software. The warranty remains active for the duration of the Upgrade & Support Plan if purchased.
        • Exclusive Remedies. Our entire liability and your sole and exclusive remedy for breach of the foregoing warranty shall be to repair or replace the Software or media that does not meet the foregoing limited warranty if it is returned to us with a copy of your receipt. This limited warranty is void if failure of the Software is caused by accident, abuse, or violation of this license agreement.
        • WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF THIS SOFTWARE QUALIFIES AS A “CONSUMER PRODUCT” UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR FROM OUR AUTHORIZED DEALER, AND THEREAFTER ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may have other legal rights, which vary from state to state.
      • Patents and Copyrights.

        SPI reserves all rights with respect to each Software Product under all laws for the protection of proprietary information, including trade secrets, copyrights, and patents.

        SPI will, at its expense, defend you against any claim that any Software furnished under this Agreement infringes a patent, copyright, or trade secret. SPI will pay all costs, damages, attorney’s fees, and any final judgment awarded by a court or any settlement approved by SPI resulting from such claim. To qualify for such defense and payment you must 1) give SPI prompt written notice of any such claim and 2) allow SPI to control, and fully cooperate with SPI in, the defense and all related settlement negotiations.

        You agree that if the operation of a Software Product becomes, or SPI believes is likely to become, the subject of such a claim, you will permit SPI, at its option and expense, either to secure the right for you to continue using the Software Product or to replace or modify it so that it becomes non-infringing. However, if neither of the foregoing alternatives is available on terms that are reasonable in SPI’s judgment, you will discontinue the use of the Software upon SPI’s written request. SPI will grant you a refund for Software whose total charges are fully paid. Such a refund would be prorated so that your cost would be no more than the least expensive license for the Software for the duration of your use.

        SPI shall have no obligation with respect to any such claim based on your modification of a Software Product or its combination, operation, or use with apparatus, data, or programs not furnished by SPI or used in other than the Specified Operating Environment. You will, at your expense, defend SPI against any claim arising from your misuse, negligent use, or modification of a Software Product. You will do this in the same manner that SPI defends you from infringement claims.

        This section states SPI’s entire obligation to you regarding infringement or the like.

         

      • LIMITATION OF LIABILITY. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
      • United States Government Restricted Rights. This section applies to all acquisitions of the Software by or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as “commercial” computer software as that term is used in the acquisition regulations applicable to this procurement and that the government’s use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the government, SPI may be contacted as indicated below. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the government agrees to return the unused Software for a full refund. The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988):  The enclosed Software is provided with Restricted Rights — Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is identified in section 14 below.
      • Export Controls. You acknowledge that the Software is subject to the export control laws and regulations of the United States and any amendments thereof. You agree that you will not directly or indirectly transfer the Software except in compliance with all applicable U.S. export laws and regulations.
      • Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software in your possession or by returning all such copies to us. This Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this Agreement. Your license to use this Software also terminates if you assign this Agreement to someone else. Upon termination, you must stop all use of the Software and must destroy any non-archive copies that remain in your possession.
      • Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the laws of California. This is the entire agreement between us relating to the software, and supersedes any prior purchase order, communications, advertising, or representations concerning the contents of this package. No change or modification of this Agreement will be valid unless it is in writing, and is signed by SPI.
      • Canadian Transactions:  If you acquired this Software in Canada, you agree to the following: The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the English language. /  Les parties aux présentes ont expressément exige que la présente convention et ses Annexes soient rédigées en langue Anglaise.
      • Contacting Software Pursuits, Inc.:  Send sales inquiries to Sales@SoftwarePursuits.com. Send support requests to Support@SoftwarePursuits.com. You may call SPI at +1-650-372-0900. Software Pursuits, Inc., 140 Chestnut Ln, San Mateo, CA 94403.

       

      Software Upgrade and Support Plan

      Software Pursuits, Inc. (SPI) is committed to providing our customers with quality products and expert support. An Upgrade and Support Plan may be purchased for certain products to provide coverage under this section. The Upgrade and Support Plan period covered will be indicated on your invoice.

      If you have purchased a product using a Software as a Service (SaaS) subscription, the Upgrade and Support Plan is active during the life of your active subscription.

      Upgrade & Support Plan fees are nonrefundable.

      The services provided to SureSync customers under the Upgrade and Support Plan include:

      • Version Upgrades – receive new versions of the product for no additional charge.
      • Product updates – receive all bug fixes available for the software products purchased at no additional charge.
      • Technical support — assistance with setup and configuration of your software, response to questions about use and operation of the software and assistance in identifying and resolving problems with the use or operation of the software.

      Throughout your Upgrade and Support Plan period, you will receive assistance from Software Pursuits’ technical support staff. Technical support is available during SPI’s business hours (7am to 4pm, Pacific Time).  Assistance is available by:

      Upgrade and Support Plan Services consist of resolving problems you might have in using a software product and supplying you with new releases of the software. SPI will make its best effort to identify and resolve all questions and problems encountered by customers using its software products. SPI will maintain the software in a prompt and professional manner when problems are documented and submitted in a format prescribed by SPI. Problems must be reproducible in the unaltered portion of a supported release of the software.  Problems may be resolved by issuing a) defect correction information, b) a restriction, c) a bypass or d) a new release of the Software.

      As part of its Upgrade and Support Plan Services, SPI may issue new releases of the Software Product with fixes and enhancements. There will be no additional charge for enhancements that are generally made available to SPI’s customers without charge. SPI is not required to provide fixes for releases that have been superseded by a later release for a period of six months.

      Notwithstanding the foregoing, you recognize that SPI is not required to supply any consulting or “debugging” services unless a Software Product proves faulty. SPI agrees to assist you in determining the nature of an information processing problem and will inform you in advance if such assistance is billable by SPI. While SPI will make all reasonable attempts to fix any defects in its products, SPI cannot guarantee service results or warrant that all errors or Software defects will be corrected.

      Product Updates – Subsequent Releases

      During a Software Product’s Upgrade and Support Plan Period, SPI will make any subsequent Software release available to you without additional charge for your use on the licensed computer. A subsequent Software release has the same product name as the previous Software release.

      For Software not eligible for Upgrade and Support Plan Services, subsequent Software releases require the payment of an Update Charge.

      Upgrade and Support Plan Charges

      Upgrade and Support Plan Services for software are included in the license fee only for the initial Upgrade and Support Plan Period of 30 days. Upgrade and Support Plan services can be extended by purchasing an annual Upgrade and Support Plan. If you have a software license subscription, the Upgrade and Support Plan is included in the product subscription price.

      Upgrade and Support Plan Charges must be paid in advance of the Upgrade and Support Plan Period.  Upgrade and Support Plan Services will continue as long as you continue to pay the Upgrade and Support Plan Charge.

      If you do not pay your Upgrade and Support Plan invoice within 30 days of the invoice due date, your Upgrade and Support Plan will be automatically canceled. You can reinstate your Upgrade and Support Plan up until your Upgrade and Support Plan has been lapsed for no more than six (6) months by paying 110% of the Upgrade and Support Plan Charge for the entire period for which Upgrade and Support Plan Services were not in effect, plus Upgrade and Support Plan Charges for a new Upgrade and Support Plan Period of not less than one year.

      If your Upgrade and Support Plan has lapsed for more than six months, you will not be eligible for a Upgrade and Support Plan contract until you have purchased an upgrade to the next version. Upgrade charges and per-call support charges will apply.

      If Upgrade and Support Plan Services are purchased, then they must be purchased for all activated software licenses purchased by you. You may not purchase Upgrade and Support Plan for only a portion of the activated software licenses. Please contact Software Pursuits for a specific quote.

      Notification and Distribution of Software Updates

      Notifications of new product updates are posted on the Software Pursuits web site (SoftwarePursuits.com), and are provided via electronic mail to customers with Upgrade and Support Plans. It is your responsibility to make sure that SPI has your correct e-mail address.

      Software Products are generally delivered electronically. A nominal charge is made for media and printed materials if you wish to have them shipped to you. You may make copies as needed to operate within the limits of the licenses purchased.

      Termination

      You may notify Software Pursuits of your intent to terminate an Upgrade and Support Plan at any time. The termination will be effective at the end of the current Upgrade and Support Plan period.

      SPI must provide at least one month written notice before discontinuing Upgrade and Support Plan Services for a Software Product.

      Warranty

      Each Software Product eligible for Upgrade and Support Plan Services is warranted to conform to its specifications during its Upgrade and Support Plan Period. This warranty applies only if the Software, in its original unmodified state, is properly used in its Specified Operating Environment.  While Upgrade and Support Plan Services are available, you may inform SPI if you believe a Software Product does not meet its product specifications and SPI will provide Upgrade and Support Plan Services as described above. SPI does not warrant that the Software will meet your requirements, or will operate in the combination that you select for use, or that the operation of the Software will be uninterrupted or error free, or that all Software defects will be corrected by SPI.

      SPI WILL DISTRIBUTE ALL UNWARRANTED SOFTWARE PRODUCTS ON AN “AS IS” BASIS.

      THE FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

       

      Software Pursuits
      140 Chestnut Ln
      San Mateo, CA 94403

      Phone: +1-650-372-0900
      Fax: +1-650-372-2912
      www.SoftwarePursuits.com