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EULA - End User License Agreement

SOFTWARE: IP Detective
END USER LICENSE AGREEMENT

IMPORTANT: THIS END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND IP DETECTIVE SYSTEMS, INC. (“IP DETECTIVE”) FOR THE SOFTWARE IDENTIFIED ABOVE, WHICH INCLUDES COMPUTER SOFTWARE AND MAY INCLUDE ASSOCIATED MEDIA, PRINTED MATERIALS, AND "ONLINE" OR ELECTRONIC DOCUMENTATION ("SOFTWARE"). THE SOFTWARE ALSO INCLUDES ANY UPDATES AND SUPPLEMENTS TO THE ORIGINAL SOFTWARE PROVIDED TO YOU BY IP DETECTIVE, IF ANY. ANY SOFTWARE PROVIDED ALONG WITH THE SOFTWARE THAT IS ASSOCIATED WITH A SEPARATE END-USER LICENSE AGREEMENT IS LICENSED TO YOU UNDER THE TERMS OF THAT LICENSE AGREEMENT. BY INSTALLING, COPYING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES, PROTECT THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. IP DETECTIVE RESERVES ALL RIGHTS NOT EXPRESSLY GRANTED.

RIGHTS

GRANT OF LICENSE. On the terms and subject to the conditions of this EULA, IP DETECTIVE grants to you a nontransferable and nonexclusive license to use the SOFTWARE at your principal place of business [or any other location(s) as may have been agreed in writing between you and IP DETECTIVE]. You may install, use, access, display, run, or otherwise interact with one copy of the SOFTWARE on a single computer, workstation, terminal, handheld PC, or secure network. You are not obligated or required to use the SOFTWARE, and your initial use of the SOFTWARE, the extent of your use of it, and whether you continue to use the SOFTWARE is within your sole discretion. Your cessation or limitation of use of the SOFTWARE, however, will not relieve you of any obligations under this EULA.

COPIES AND COPYRIGHT. You have the right to make an archival copy of the SOFTWARE for back-up and disaster recovery purposes; provided that any such copy(ies) must contain all of IP DETECTIVE’s copyright or other proprietary rights notices as were included with the SOFTWARE when delivered. All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text, and "applets" incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by IP DETECTIVE or its suppliers, and are or may be protected by applicable copyright and other intellectual property laws and treaties. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE. Except as expressly provided in this EULA, you may not make copies of the SOFTWARE or the printed materials accompanying the SOFTWARE.

REQUIREMENTS

ENVIRONMENT. You are responsible for the operating environment in which the SOFTWARE will function, and the performance of the SOFTWARE is expressly conditioned upon you providing and using hardware, third-party software, and (where applicable) a network and network configuration that meet IP DETECTIVE’s specifications and requirements.

OTHER LIMITATIONS. You may not loan, rent, lease, transfer, convey, assign, or license the SOFTWARE, or any copy thereof, to any other party without IP DETECTIVE’s express written consent, which IP DETECTIVE may grant, condition, or withhold in its sole discretion. Except as expressly agreed by IP DETECTIVE, you may not sell information services to other parties through the use of the SOFTWARE, whether in the form of a service bureau, reservation center, or other information processing entity. You may not modify the SOFTWARE. You may not reverse engineer, decompile, or disassemble SOFTWARE without the express written consent of IP DETECTIVE except and only to the extent that applicable law expressly permits such activity notwithstanding this limitation. You may not remove any copyright, trademark or patent notices that appear on or within the SOFTWARE. This EULA does not grant you any rights in connection with any trademarks or service marks of IP DETECTIVE. IP DETECTIVE has the right, during your regular business hours, once a year or upon reasonable belief that there you may have breached this EULA, to inspect the SOFTWARE at the location(s) at which you regularly use or store it.

FEES. You may be obligated under a separate but related contract, purchase order, agreement, or other document (collectively a “DOCUMENT”) to pay to IP DETECTIVE fees or charges associated with this license, including, e.g., software license fees, charges for support services, the purchase price for hardware, license fees for third-party software, or fees for other goods or services (e.g., installation, training, or custom programming services). Your failure to make a required payment as and when the payment is due in accordance with the terms of a DOCUMENT could result in IP DETECTIVE terminating this EULA.

CONFIDENTIALITY. You must retain in confidence all information and know-how received hereunder or that IP DETECTIVE has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, should in good faith be treated as proprietary and/or confidential. Except as may be required by applicable law, you may not disclose or use any such information or know-how except in accordance with the terms and during the existence of this EULA.

REMEDIES

TERMINATION. Without prejudice to any other rights, IP DETECTIVE may terminate this EULA if you fail to comply with the terms and conditions of this EULA, or if you fail to comply with any of your obligations under a DOCUMENT. If IP DETECTIVE does so, you must destroy all copies of the SOFTWARE and all of its component parts, as well as any hard copy of documentation associated with the SOFTWARE.

LIABILITY. To the maximum extent permitted by applicable law, in no event will IP DETECTIVE or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE or the provision of or failure to provide Support Services, even if IP DETECTIVE has been advised of the possibility of such damages. In any case, IP DETECTIVE’s entire liability under any provision of this EULA will be limited to the lesser of the amount actually paid by you for the SOFTWARE or $1000.00 (USD); provided, however, that if you have entered into an agreement with IP DETECTIVE for the provision of Support Services, IP DETECTIVE’s entire liability regarding Support Services is governed by the terms of that DOCUMENT.

WARRANTY. IP DETECTIVE warrants that it has the right, power, and authority to enter into and perform its obligations under this EULA. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IP DETECTIVE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS NOT EXPRESSLY STATED IN THIS EULA, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. IP DETECTIVE DOES NOT WARRANT OR GUARANTEE THAT THE SOFTWARE OR ANY SERVICES PROVIDED WILL SATISFY YOUR REQUIREMENTS, OR THAT THE OPERATION OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT FOR EXPRESS WARRANTIES STATED IN THIS EULA, IF ANY, THE SOFTWARE PROVIDED HEREUNDER IS PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ALL CLAIMS (INCLUDING ANY WARRANTY CLAIMS) ARE WAIVED TO THE MAXIMUM EXTENT PERMITTED BY LAW IF THE HARDWARE AND THIRD PARTY SOFTWARE, AND, IF APPLICABLE, THE NETWORK AND NETWORK CONFIGURATION, USED IN CONNECTION WITH THE SOFTWARE DO NOT MEET IP DETECTIVE’S SPECIFICATIONS. IP DETECTIVE WILL NOT BE RESPONSIBLE FOR AND DISCLAIMS ANY LIABILITY ASSOCIATED WITH FAILURE TO PROCESS CREDIT CARD TRANSACTIONS. IP DETECTIVE RESERVES THE RIGHT, WITH OR WITHOUT NOTICE TO YOU, TO MAKE CHANGES TO OR TO CEASE ONGOING SUPPORT OR DEVELOPMENT FOR ANY OF ITS PRODUCTS, INCLUDING THE SOFTWARE; IN SUCH CASES, YOUR RIGHTS TO ONGOING SUPPORT, IF ANY, ARE SPECIFIED IN YOUR SUPPORT SERVICES AGREEMENT. IP DETECTIVE WILL NOT, BY REASON OF THE DISCONTINUATION OR MODIFICATION OF THE SOFTWARE OR ANY IP DETECTIVE SOFTWARE OR THE TERMINATION OR NON-RENEWAL OF THIS EULA, BE LIABLE TO YOU FOR COMPENSATION, REIMBURSEMENT OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS, OR ON ACCOUNT OF EXPENDITURES, INVESTMENTS OR COMMITMENTS MADE IN CONNECTION WITH THE ESTABLISHMENT, DEVELOPMENT OR MAINTENANCE OF YOUR BUSINESS.

LAW. This EULA is governed by the laws of the Province of Alberta, CANADA (excluding its conflicts of laws rules and the U.N. Convention for Contracts for the International Sale of Goods). To the maximum extent permitted by law, the Maryland Uniform Computer Information Transactions Act does not apply to the transactions and other matters contained in this EULA. If this SOFTWARE was acquired outside the United States, then local law may apply.

DISPUTE RESOLUTION. You and IP DETECTIVE each consent to the exclusive jurisdiction and venue of the federal and state courts sitting in the State of Maryland for all claims or actions arising under or relating in any way to this EULA or the relationship between the parties, whether sounding in contract, tort, common law, or otherwise, and regardless of whether persons or entities who are not party to this EULA are parties to such action. IP DETECTIVE AND YOU EACH UNCONDITIONALLY AND IRREVOCABLY WAIVE THEIR RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION BASED ON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS EULA, ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS EULA, AND/OR THE RELATIONSHIP BETWEEN THE PARTIES, WHICH WAIVER INCLUDES, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.

MISCELLANEOUS
U.S. GOVERNMENT RESTRICTED RIGHTS. If you are acquiring the SOFTWARE on behalf of any unit or agency of the United States Government, you acknowledge that the SOFTWARE and its documentation were developed at private expense and no part of them is in the public domain. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in Technical Data and Computer Software clause of DFARS 252.227-7013, or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable, or clauses providing IP DETECTIVE with equivalent protections in DFARS or other agency-specific procurement regulations. Manufacturer is IP DETECTIVE Systems, Inc., 2113 Edenwold Heights, Calgary, AB CANADA
EXPORT RESTRICTIONS. The SOFTWARE is intended for use only in the country in which IP DETECTIVE or IP DETECTIVE’s subsidiary licensed it to you. If you export the SOFTWARE by any means (including by way of online transmission), you must observe all relevant export laws and regulations in your country of residence and of the United States of America with respect to such activity. Further, you will indemnify IP DETECTIVE from any claim arising from your violation of applicable export laws or regulations.

PERSONAL DATA. YOU ARE ADVISED THAT IN SOME JURISDICTIONS, LAWS RESTRICT OR PROHIBIT THE COMPILATION, ANALYSIS, USE, OR TRANSFER OF CERTAIN PERSONAL DATA THAT THE SOFTWARE IS CAPABLE OF COMPILING AND MAY BE USED TO COMPILE. YOU ARE EXCLUSIVELY RESPONSIBLE FOR COMPLYING WITH ANY APPLICABLE LAWS IN THE COURSE OF YOUR USE OF THE SOFTWARE THAT RESTRICT OR PROHIBIT THE COMPILATION, ANALYSIS, USE, OR TRANSFER OF PERSONAL DATA.

OTHER. The terms of a DOCUMENT that both you and IP DETECTIVE have signed supersede any contradictory terms of this EULA. Les parties aux presentes ont convenu de rediger ce contrat en Anglais seulement. [Translation: The parties hereto have agreed that this contract be drafted in English only.] Should you have any questions concerning this EULA, or if you desire to contact IP DETECTIVE for any reason, please contact the IP DETECTIVE subsidiary serving your country, or write: IP DETECTIVE Systems, Inc., 2113 Edenwold Heights, Calgary, AB , CANADA.