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This is a legal agreement ("Agreement") between you ("You" or "Your") and Esprida Corporation or its authorized distributors ("Esprida") regarding Your use of Esprida ScreenGuard™ ("ScreenGuard"). Installation or use of the ScreenGuard indicates your acceptance of the terms and conditions of this Agreement. Accordingly, please read this Agreement before installing or accessing ScreenGuard.
License Grant. Esprida grants You a limited, non-transferable, non-exclusive, time-limited license to use the object code version of ScreenGuard and its user manuals and related documentation ("Documentation"). Esprida permits You to (i) install and use one copy of ScreenGuard on each device for which you purchased a license; and (ii) use the Documentation solely for Your use of the ScreenGuard. You cannot share or use concurrently ScreenGuard on different computers. If installing on a terminal server device, a separate license is required for each concurrent user.
License Restrictions. You may use ScreenGuard and Documentation ("Licensed Product") only as permitted by this Agreement. You shall not copy or modify the Licensed Product, except that You may make one copy of ScreenGuard solely as a backup, as long as all copyright and other proprietary notices are reproduced and included on the backup copy. You shall not reverse compile, disassemble, alter, add to, delete from, or modify the Licensed Product, except as permitted by the Documentation. You shall not publish or transfer the Licensed Product, or any copy thereof, in whole or in part, except as expressly permitted by this Agreement. You shall not assign, sublicense, encumber, rent, lease, loan, resell, distribute or attempt to transfer the Licensed Product or any portion thereof, or provide access to others on a service bureau basis or otherwise, unless you have signed an agreement with Esprida authorizing these actions. You shall not use the Licensed Product, or any element of the Licensed Product, to create derivative works or other works that are similar to the Licensed Product. You shall not remove any copyright or other proprietary notices from the Licensed Product or any portion thereof.
Support Services. Support services for the Licensed Product are available as specified on the Esprida website (http://www.esprida.com).
Proprietary Rights. All rights and title in and to the Licensed Product, including patents, copyrights, trademarks and trade secret rights, belong to Esprida and its licensors. Esprida and its licensors hold title to each copy of the Licensed Product, and any portion thereof. You acknowledge that the license granted does not provide You with title to, or ownership of, the Licensed Product, but rather a right of limited use under the terms and conditions of this Agreement. No other rights are granted to You with respect to the Licensed Product. An Esprida licensor may enforce this Agreement against You, with respect to components of the Licensed Products provided by that licensor if You breach the terms of this Agreement.
Confidential Information. You agree that the Licensed Product contains confidential information, including trade secrets, know-how and other information, that comprise the exclusive property of Esprida or its licensors. While this Agreement is in effect and following its termination, You shall maintain the confidentiality of this information and shall not sell, license, sublicense, publish, display, distribute disclose or otherwise make available this information to any third party, nor use the information except as authorized by this Agreement or the prior written consent of Esprida..
Limited Warranty and Remedies. Esprida does not warrant that the functions contained in the Licensed Product will meet Your specific requirements or that the operation of ScreenGuard will be uninterrupted or error free. Esprida warrants that, for 90 days from when you download the Licensed Product (the “Warranty Period”), ScreenGuard will function in substantial accordance with the Documentation when correctly installed and maintained. If You notify Esprida during the Warranty Period of a failure of the Licensed Product to conform to the limited warranty, Esprida’s sole obligation, and Your sole remedy, shall, in Esprida’s sole discretion, be the (i) replacement of the Licensed Product, or part thereof with a functionally equivalent Licensed Product or part, or (ii) repair of the Licensed Product. This warranty does not apply to any non-conformance caused by (a) improper or inadequate maintenance, or (b) ScreenGuard or interfacing equipment, parts or supplies not supplied by Esprida or its authorized distributors.
Warranty Disclaimer. Except as provided in section 6, the Licensed Product is provided "as is" without warranty or conditions of any kind, express or implied, including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement. You take the entire risk as to the quality and performance of the Licensed Product. Some jurisdictions do not allow the exclusion of implied warranties or conditions, so the above exclusions may not apply to You.
Limitation of Liability. Esprida’s sole obligation or liability under this Agreement is the repair or replacement of the Licensed Product during the Warranty Period as set out in section 6. Neither Esprida, its authorized distributors, nor any of its affiliates or licensors, shall be liable for consequential, indirect, special, incidental or similar damages, such as loss of business revenues, profits or savings or loss of data resulting from the use or inability to use the Licensed Product, even if advised of the possibility of these damages. In addition, neither Esprida nor any of its authorized distributors, affiliates or licensors, shall be liable for any claim by a third party arising out of Your use of the Licensed Product. Esprida’s liability under this Agreement is limited to the amount You paid for the Licensed Product in the 3 months preceding Your claim. You acknowledge that the amount paid by You for the Licensed Product reflects this allocation of risk. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Termination. If You fail to comply with Your obligations under this Agreement, this Agreement will terminate immediately. Upon termination, You shall immediately discontinue use of the Licensed Product and shall return or provide certification to Esprida of the destruction of all copies of the Licensed Product. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Esprida's proprietary rights, shall survive termination for any reason.
Export Restrictions. You may not export or re-export ScreenGuard, or any copy thereof, in violation of any applicable laws or regulations.
U.S. Government. If You are an agency of the U.S. Government, the following will apply: The Licensed Product was developed entirely at private expense, is regularly used for non-governmental purposes and has been licensed to the public. The Licensed Product is a "commercial item" as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as used in 48 C.F.R. 12.212 or as "commercial computer software" as defined in 48 C.F.R. 252.227-7014 or any equivalent agency regulation or contract clause, whichever is applicable. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government agencies acquire only those rights to the Licensed Product as are expressly set forth in this Agreement.
Miscellaneous.
This Agreement sets forth the entire agreement and understanding between You and Esprida and neither You nor Esprida shall be bound by any other conditions, definitions, warranties, understandings or representations with respect to the Licensed Product. The failure of Esprida or You to require performance of any provision of this Agreement shall not affect Yours or Esprida’s rights to enforce its rights at a later time. No waiver by You or Esprida of any condition or of a breach of this Agreement shall be deemed to be or construed as a further or continuing waiver of the condition or breach. If a provision of this Agreement is inoperative or unenforceable, it shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions contained in this Agreement invalid, inoperative, or unenforceable. The invalidity of a portion of this Agreement shall not affect the remaining portions of this Agreement.
This Agreement shall be governed by the laws of the State of New York without regard to its conflicts of laws rules. You and Esprida consent to the exclusive personal jurisdiction of the State of New York. The United Nations Commission on International Trade Law Conventions on Contracts for the International Sales of Goods and Related Transactions is specifically excluded from this Agreement. This Agreement is written in the English language at the express request of both Parties.
Questions regarding this Agreement, notices or other communication to Esprida shall be sent via e-mail to info@esprida.com.