Software End User License Agreement

 

This End User License Agreement, which by this reference is incorporated herein (this "Agreement"), is a binding agreement between noHold, Inc. ("noHold") and the person or entity accessing and using noHold’s proprietary Product ("Licensee" or (“You”).

 

 

 

nohold provides the Product solely on the terms and conditions set forth in this agreement and on the condition that licensee accepts and complies with them. By clicking the "accept" button/checking the "accept" box you (a) accept this agreement and agree that you are legally bound by its terms; and (b) represent and warrant that: (i) you are 18 years of age or older, if not, your parent, legal guardian or legal entity must agree and enter into this Agreement; and (ii) if licensee is a corporation, governmental organization or other legal entity, you have the right, power and authority to enter into this agreement on behalf of licensee and bind licensee to its terms.  If you do not agree to the terms of this agreement, nohold will not and does not license the Product to you or licensee and you must not install the Product or its documentation.

 

Not withstanding anything to the contrary in this agreement or your or licensee's acceptance of the terms and conditions of this agreement, no license is granted (whether expressly, by implication or otherwise) under this agreement, and this agreement expressly excludes any right, concerning any software that licensee did not acquire lawfully or that is not a legitimate, authorized copy of the Product.

 

1. Definitions. For purposes of this Agreement, the following terms have the following meanings:

 

  • “Documentation” means user manuals, technical manuals and any other materials provided by noHold, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Product.
  • “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
  • “Licensee Content” means all content entered into or added to the Product by Licensee whether created by Licensee or a Third Party.
  • “Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority,   unincorporated organization, trust, association or other entity.
  • “Term” has the meaning set forth in Section 8.
  • “Third Party” means any Person other than Licensee or noHold.
  • “SICURA QuickStart” means the portal that allows a person to create and launch a Virtual Assistant.
  • “Albert” means the customized Virtual Assistant created with SICURA QuickStart and other Intellectual Property with Licensee Content.
  • “Product” is SICURA QuickStart and Albert combined.
  • "Software" means the Product software program.

 

2. License Grant and Scope. Subject to and conditioned upon Licensee's strict compliance with all terms and conditions set forth in this Agreement, noHold hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, revocable limited license during the Term to use the Product and Documentation, solely as set forth in this Section 2 and subject to all conditions and limitations set forth in Section 3 or elsewhere in this Agreement. This license grants Licensee the right, exercisable solely by Licensee to:

 

  1. Install in accordance with the Documentation.
  2. Use and run the Product as properly installed in accordance with this Agreement and the Documentation, solely as set forth in the Documentation and solely for Licensee's personal purposes.  This license does not cover business or commercial uses of The Product.
  3.  

3. Use Restrictions. Licensee shall not directly or indirectly:

 

  1.  use (including make any copies of) the Product or Documentation beyond the scope of the license granted under Section 2;
  2. provide any other Person, with access to or use of SICURA QuickStart or Documentation;
  3. modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of Product or Documentation or any part thereof;
  4. combine Product or any part thereof with, or incorporate Product or any part thereof in, any other programs;
  5. reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Product or any part thereof;
  6. remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices provided on or with the Product or Documentation, including any copy thereof;
  7. except as expressly set forth in Section 2(a) copy the Product or Documentation, in whole or in part;
  8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available Product, or any features or functionality of Product, to any Third Party for any reason or by any means;
  9. use Product or Documentation in, or in association with any activity supporting political or religious agendas;
  10. use Product or Documentation in violation of any law, regulation or rule, including without limitation any anti-terrorism laws; or
  11. use Product or Documentation for purposes of competitive analysis of the Product, the development of a competing software product or service or any other purpose that is to the noHold's commercial disadvantage.

 

4. Responsibility for Use of Software.

 

  1.  Licensee is responsible and liable for all uses of the Product and Documentation through access thereto provided by Licensee, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Licensee is responsible and liable for all actions and failures to take required actions with respect to the Product and Documentation by itself or by any other Person to whom Licensee provides access to or use of the Product and/or Documentation, whether such access or use is permitted by or in violation of this Agreement.
  2. Licensee is solely responsible and liable for all Licensee Content. Licensee therefore indemnifies and holds noHold harmless for and against any claims, losses, liabilities or costs arising out of any Third Party claim related to Licensee Content.
  3. Licensee is solely responsible for maintain a copy of Licensee Content. If this license is terminated noHold will not maintain and cannot retrieve Licensee Content.
  4. Licensee Content may not:
  • include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
  • include hateful, profane, obscene, indecent, pornographic, sexual or otherwise objectionable content or language;
  • defame, libel, ridicule, mock, disparage, threaten, harass, intimidate or abuse anyone;
  • promote violence, illegal drug use, or substance abuse or describe how to perform a violent act, use illegal drugs or abuse other substances;
  • violate the contractual, personal, intellectual property or other rights of any person, or promote or constitute illegal activity;
  • be in violation of this agreement, any local, state, US or non-US law, rule or regulation; or
  • reveal any personal information about another individual, including another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact or impersonate that individual.

 

5. Maintenance and Support.

 

  1. The Product is offered on an “as is” basis and noHold offers no maintenance or support for the Product. If the Product fails to perform as desired, Licensee’s sole remedy is to stop using the Product.
  2. Notwithstanding the above, noHold appreciates but may not respond to, emails identifying bugs in the Products functionality, or with suggestions as to new functionality.  All such emails should be addressed to: albertsupport@nohold.com.

 

6. Collection and Use of Information.

 

  1. Licensee acknowledges that noHold may, directly or indirectly collect and store information regarding use of the Product and about equipment on which the Product is installed or through which it otherwise is accessed and used.
  2. Licensee agrees that noHold may use such information solely for the purpose of improving the Product.
  3. Licensee grants noHold the right to list Licensee’s Albert in a directory, and to use such directory for noHold’s marketing purposes.

 

7. Intellectual Property Rights. Licensee acknowledges and agrees that the Product and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Product or Documentation under this Agreement, or any other rights thereto other than to use the same in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. noHold reserves and shall retain its entire right, title and interest in and to the Product and all Intellectual Property Rights arising out of or relating to the Product, except as expressly granted to the Licensee in this Agreement. Licensee shall protect the Product (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. Licensee shall promptly notify noHold if Licensee becomes aware of any infringement of the noHold's Intellectual Property Rights in the Product and fully cooperate with noHold, at noHold's sole expense, in any legal action taken by noHold to enforce its Intellectual Property Rights.

 

8. Term and Termination.

 

  1. This Agreement and the license granted hereunder shall remain in effect until terminated as set forth herein (the "Term").
  2. Licensee may terminate this Agreement by ceasing to use and destroying all copies of the Product and Documentation.
  3. noHold may terminate this Agreement with Licensee or may terminate the entire Product program effective upon written notice to Licensee for any reason.  Written notice of termination may be given by posting a notice that the Product is being discontinued on the Albert webpage; by email to the last email address provided by Licensee; or by removing Licensee’s access to Product.
  4. Upon expiration or earlier termination of this Agreement, the license granted hereunder shall also terminate, and Licensee shall cease using and destroy all copies of the Product and Documentation.
  5. You may terminate your subscription at anytime. You are responsible for the full subscription fee in the monthly billing cycle in which you cancel. Once your account has been billed, all sales are final and there will be no refunds.

 

9. Disclaimer of Warranties and Exclusive Remedy.

THE PRODUCT AND DOCUMENTATION ARE PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NOHOLD, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCT AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, NOHOLD PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED SOFTWARE WILL MEET THE LICENSEE'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

 

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

 

IN NO EVENT WILL NOHOLD OR ITS AFFILIATES, OR ANY OF ITS SERVICE PROVIDERS, BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY OR INABILITY TO USE THE PRODUCT, LOST REVENUES OR PROFITS, DELAYS, INTERRUPTION OR LOSS OF SERVICES, BUSINESS OR GOODWILL, LOSS OR CORRUPTION OF DATA, LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE NOHOLD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

11. Miscellaneous.

 

  1. This Agreement is governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Any legal suit, action or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted in the federal courts of the United States or the courts of the State of California in each case located in the and County of Santa Clara, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
  2. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
  3. This Agreement may only be amended, modified or supplemented by noHold. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
  4. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
  5. Billing will begin automatically after your 30 day free trail.

 

 

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