The following outlines Clicktricity’s basic software licensing. Please refer to the the product-specific license for complete details.
1. General Terms
1.1. Jurisdiction. Your relationship is with Clicktricity, LLC, a United States company, and the Services and Software are governed by the law of Virginia, U.S.A..
1.1.1. Locality. This License shall be governed by and construed in accordance with the laws of the State of Virginia, United States of America, as if performed wholly within the state and without giving effect to the principles of conflict of law. The laws of the state where you reside govern all other claims, including claims under state consumer protection and unfair competition laws. If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect. This License constitutes the entire License between the parties with respect to the use of the Software.
1.1.2. Venue. Any claim or dispute you may have against us must be resolved by (a) a court located in Hanover County, Virgini, U.S.A., if the law of Virginia, U.S.A., governs the Services. You agree to submit to the personal jurisdiction of the applicable court for the purpose of litigating the claim or dispute. The parties specifically disclaim the applicability of the U.N. Convention on Contracts for the International Sale of Goods.
1.1.3. Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
1.2. Privacy. Our Privacy Policy governs any personal information you provide to us. By using the Services or Software you agree to the terms of the Privacy Policy.
1.3. Title. The Software is licensed, not sold, only in accordance with these terms. The software is protected by copyright and other intellectual property laws and treaties. We remain the sole owner of all right, title, and interest in the Software, and reserve all rights not expressly granted under these terms. This agreement only gives you certain rights to use the software, which may be revoked if you do not follow these terms.
2. License to Use Software
Clicktricity grants you the following rights, subject to your purchase of the corresponding software license (if applicable) and the terms and conditions below:
2.1. Trial License. You are free to install the Software on as many machines as you like, and you may freely distribute the installation file, subject to the conditions below, with the understanding that the Software functionality under the trial license is only representative of the complete functionality available once the Software is activated.
2.2. Single User License. Upon payment of applicable fees, Clicktricity grants you a nonexclusive and nontransferable license to use the Software solely on a single machine.
2.2.1. Activation. Upon payment of applicable fees, the Software will require you to take certain steps to activate your license. Failure to activate and register the Software, or a determination by us of fraudulent or unauthorized use of the Software may result in reduced functionality, inoperability of the Software, or a termination or revocation of the license.
2.2.2. Archival Copy. Upon license registration, you may make one (1) archival copy of the Software provided you include all copyright, confidentiality, and proprietary notices that appear on the original.
(Exclusions from Warranty) for details. You may copy the software only to the extent necessary for backup or archival purposes in
support of your use of the software. You must include all copyright and other legal notices appearing on the software in any copies that you make.
2.3. Pre-release License. We may designate the Software as a pre-release or beta version (“Beta Software”). Beta Software does not represent the final product and may contain bugs that may cause system or other failure and data loss. We may choose not to commercially release the Beta Software. You must promptly cease using the Beta Software and destroy all copies of Beta Software if we request you to do so, or if we release a commercial version of the Beta Software. Any separate agreement we enter into with you governing the Beta Software will supersede this section.
3. License Conditions
3.1. Restrictions. EXCEPT AS EXPRESSLY AUTHORIZED ABOVE, YOU SHALL NOT: COPY, IN WHOLE OR IN PART, SOFTWARE OR DOCUMENTATION; MODIFY THE SOFTWARE; REVERSE COMPILE OR REVERSE ASSEMBLE ALL OR ANY PORTION OF THE SOFTWARE; OR RENT, LEASE, DISTRIBUTE, SELL, OR CREATE DERIVATIVE WORKS OF THE SOFTWARE.
3.2. License Circumvention. This software includes technological measures designed to detect and prevent unlicensed use of the software. Circumvention is prohibited (except and only to the extent that applicable law expressly permits, despite this limitation). Any attempt at circumvention may render the software or certain features unusable or unstable, and may prevent you from updating or upgrading the software. Any detected attempt at circumvention may result in a license revocation without refund.
3.3. Legal Use. The Software is intended for use with content that you own, license, or obtain from the public domain. You may not use this product to violate any law, including copyright laws.
4. Limited Warranty
4.1. Clicktricity warrants that for a period of thirty (30) days from the date of download from Clicktricity that the Software substantially conforms to its published specifications. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the original licensee. Your exclusive remedy and the entire liability of Clicktricity and its suppliers under this limited warranty will be, at Clicktricity’s option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to Clicktricity. In no event does Clicktricity warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions.
5. Disclaimers of Warranties
5.1. Unless stated in the Additional Terms, the Software is provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We further disclaim any warranty that (a) the Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of Software will be effective, accurate, or reliable; (c) the quality of the Software will meet your expectations; or that (d) any errors or defects in the Software will be corrected.
5.2. We specifically disclaim any liability for any actions resulting from your use of the Software. You may use and access the Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of the Software.
5.3. This warranty does not apply if the software (a) has been altered, except by Clicktricity, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Clicktricity, (c) or has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident.
5.4. The above warranty DOES NOT apply to any beta software, any software made available for testing or demonstration purposes, any temporary software modules or any software for which Clicktricity does not receive a license fee. All such software products are provided AS IS without any warranty whatsoever.
6. Limitation of Liability
6.1. IN NO EVENT WILL Clicktricity OR ITS SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF Clicktricity OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Clicktricity’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. SOME STATES DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES.
7. Software Transfer
7.1. Device transfer. If your license is limited to one hardware device, you may transfer your licensed copy of the software to a different device for your internal business use or your own personal enjoyment provided that you completely remove the software from the former device.
7.2. Transfer to third party. The Trial License if freely transferable. The Single User License is nontransferable.
8. Consent to Use of Data
Clicktricity may collect and use technical information about the software and the hardware devices you use in connection with the Software in a manner that does not personally identify you. Clicktricity may use this information to improve our products or to provide customized services or technologies. Clicktricity may also disclose this information to third parties so that they may improve the way their products or services interact with the software. In addition, the software may include security elements that detect unauthorized use or copying of the software and may report such unauthorized use or copying to Clicktricity. The software may connect to the Internet without notice for these purposes. If you do not consent to these practices, do not use the software.
9. Termination
9.1. This License is effective until terminated. You may terminate this license at any time by destroying all copies of Software including any documentation. This License will terminate immediately without notice from Clicktricity if you fail to comply with any provision of this License. Upon termination, you must destroy all copies of Software.
9.2. Unless stated in Additional Terms, we may at any time terminate these terms with you if:
(a) you breach any provision of these terms (or act in a manner that clearly shows you do not intend to, or are unable to, comply with these terms);
(b) you fail to make the timely payment of fees for the Software;
(c) we are required to do so by law (for example, where the provision of the Services or Software to you is, or becomes, unlawful); or
(d) we elect to discontinue the Software, in whole or in part.
10. Export Control
The Software, including technical data, content, and your use of the Software, are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of the Software and content. You agree to comply strictly with all such regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, or import Software.
11. Specific jurisdictions.
This section applies to specific jurisdictions. If there is any conflict between this section and other sections, then this section governs in relation to the relevant jurisdiction.
11.1. New Zealand. For consumers in New Zealand who obtain the Software for personal, domestic, or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act.
11.2. European Economic Area.
(a) Warranty. If you obtained the Software in the European Economic Area (EEA), you usually reside in the EEA and you are a consumer (that is, your use of the Software is for personal, non-business related purposes), then your warranty period with regard to the Software is the duration of your subscription. Our entire liability related to any warranty claim and your sole and exclusive remedy under any warranty will be limited to either, at our option, support of our Software based on the warranty claim, replacement of the Software, or if support or replacement is not practicable, refund of prepaid and unused subscription fee proportionate to the specific Software. Furthermore, while these terms apply to any damages claims you make in respect of your use of the Software, we will be liable for direct losses that are reasonably foreseeable in the event of our breach of this agreement. You should take all reasonable measures to avoid and reduce damages, in particular by making backup copies of the Software and its computer data.
(b) Decompilation. Nothing included in these terms limits any non-waivable right to decompile the Software that you may enjoy under the law. For example, if you are located in the European Union (EU), you may have the right under applicable law to decompile the Software if it is necessary to do so in order to achieve interoperability of the Software with another software program and we has not made this information available. Under this circumstance, you must first ask us in writing to provide the information necessary to achieve this interoperability. In addition, the decompilation may only be performed by you or someone who may use the Software on your behalf. We have the right to impose reasonable conditions before providing the information. You may use the information we supply or that you obtain only for the purpose described in this paragraph. You may not disclose the information to any third party or use the information in a manner that infringes our copyright or a copyright of one or our licensors.
11.3. Australia. If you obtained the Software in Australia, then the following provision applies, notwithstanding anything stated to the contrary in these terms:
NOTICE TO CONSUMERS IN AUSTRALIA:
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
11.4. Notice to U.S. Government End Users. For U.S. Government procurements, Software is a commercial computer software as defined in FAR 12.212 and subject to restricted rights as defined in FAR Section 52.227-19 “Commercial Computer Software – Restricted Rights” and DFARS 227.7202, “Rights in Commercial Computer Software or Commercial Computer Software Documentation”, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government must be in accordance with license rights and restrictions described in these terms.
12. Miscellaneous.
12.1. English Version. The English version of these terms will be the version used when interpreting or construing these terms.
12.2. Notice to Clicktricity. You may send the notices to us to at the following address: Clicktricity, LLC, 9156 Tazewell Green Dr, Mechanicsville, VA, 23116, Attention: General Counsel.
12.3. Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.
12.4. Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersede any prior agreements between you and us relating to the Services.
12.5. Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent. We may transfer our rights under these terms to a third party.
12.6. Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms. However, if a court determines that any provision is invalid, the court may limit the provision, delete specific words or phrases, or replace the invalid provision with a provision that is valid and that comes closest to expressing the intent of the invalid provision.
12.7. No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
12.8. 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 reseller from whom you acquired the software. 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.