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Dataprise End User License Agreement

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Revised 07/01/2011 

EULA-1. Introduction 

This Dataprise, Inc. End User License Agreement ("License" or “License Agreement” or "EULA") is a legal agreement between You (either an individual or an entity, who will be referred to in this License as "You" or “Your”) and Dataprise, Inc. for the use of desktop and server software applications, and which may include associated media, printed materials, and other components and software modules including but not limited to drivers ("Product").  The Product also includes any software updates and upgrades that Dataprise, Inc. may provide to You or make available to You, or that You obtain after the date You obtain Your initial copy of the Product, to the extent that such items are not accompanied by a separate license agreement or terms of use.  BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS DATAPRISE LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU HAVE NO RIGHTS TO THE PRODUCT AND SHOULD NOT INSTALL, COPY, DOWNLOAD, ACCESS OR USE THE PRODUCT OR PRODUCTS.

The Product(s) is (are) protected by copyright laws as well as other intellectual property laws.  Each Dataprise Product is licensed and not sold.

EULA-2. Product Descriptions

Dataprise utilizes its own as well third-party software to deliver the following Managed Cloud Services applications to You including, but not limited to:

1. Dataprise Managed Workstation Service software

2. Dataprise Remote Network Monitoring software

3. Dataprise Anti-SPAM Service software

4. Dataprise Web URL Filtering software

5. Dataprise Remote Data Backup software

6. Internet Domain Management software

This End User License Agreement is intended to address the desktop or server based portions of the Managed Cloud Services provided to Dataprise customers that are installed on Your local systems.  Additional terms and conditions apply for the remote or Internet portions of the Managed Cloud Services not considered desktop or server based and that are not installed directly on Your systems or equipment. Such terms and conditions for the remote or Internet portions of the Managed Cloud Services are incorporated by reference in this EULA and may be found here.

EULA-3. Grant of License

Dataprise, Inc. grants You a non-exclusive, nontransferable license to install and use the Product subject to all the terms and conditions set forth herein. Each license provided for a Product is a Single-Use Term License meaning that You may permit a single authorized end user to install the Product on a single computer or device for use by that end user only. The term of the license is limited to a fixed duration upon expiration of which the Product must be deinstalled from the computer unless the license is renewed for an additional period of time. For specific details on term, please see your accompanying Dataprise Purchase Agreement.

EULA-4. Additional Limitations

You may not reverse engineer, decompile, or disassemble the Product or Products, except and only to the extent that it is expressly permitted by applicable law notwithstanding this limitation. You may not rent, lease, lend or transfer the Product, or host the Product for third parties. Each Product is licensed as a single integral product; its component parts may not be separated for use on more than one computer. Each Product may include copy protection technology to prevent the unauthorized copying of each Product or may require original media for use of the Product on the computer. It is illegal to make unauthorized copies of each Product or to circumvent any copy protection technology included in the Product. The software may not be resold either by You or a third party customer without the prior written permission of Dataprise, Inc.  All rights not expressly granted to You are retained by Dataprise, Inc. or its licensors

Each Product may contain third party software that Dataprise, Inc. is authorized to grant sublicense to use and which is also protected by copyright law and other applicable laws.

EULA-5. Payment Terms

All payments for any Products under this License Agreement are as specified in the accompanying Dataprise Purchase Agreement.

EULA-6. Intellectual Property Rights

Subject to the license grant hereunder, all right, title and interest in and to the Product, the accompanying printed materials, and any copies of the Product are owned by Dataprise, Inc. and/or its licensors.

EULA-7. Warranty

EULA-7.1. Dataprise, Inc. warrants that for a period of 90 days from the date of delivery (“Warranty Period”), under normal use, the Product(s) will perform substantially in conformance with the specifications published in the accompanying documentation. During such period, and as the sole obligation of Dataprise, Inc. and Your sole remedy under the warranty in this Section, if You provide written notice of Dataprise, Inc.'s failure to comply with the above warranty, Dataprise, Inc. will use reasonable commercial efforts to correct such nonconformity in the Product as in accordance with the terms of the accompanying Purchase Agreement. In addition, if Dataprise, Inc. determines it is not commercially reasonable to correct the nonconformity, Dataprise, Inc. may elect to terminate the license to such Product, upon which termination Licensee will promptly return to Dataprise, Inc. all such copies of such Product and / or cease use of the Product. Upon receipt of the Product from Licensee, Dataprise, Inc. will return to Licensee all license fees paid to Dataprise, Inc. by You for such Product. This warranty set forth above does not apply to, and Dataprise, Inc. shall have no obligation with respect to, any non-conformity arising as a result of (i) use of the Product other than as specified under this Agreement and the related documentation; (ii) any modification or alteration of the Product performed other than by Dataprise, Inc. or its agents, or (iii) transfer of the Product to any computer system other than the ones on which Product is authorized to be installed, except as permitted in this Agreement.

EULA-7.2. Disclaimer. Other than the warranty set forth in Section EULA-7.1 above, and to the maximum extent permitted by applicable law, Dataprise Inc., and its authorized agents provide that the Product and any Support Services related to the Product are sold AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Product, and the provision of or failure to provide Support Services.

EULA-8. Limitation of Liability

ALL SOFTWARE PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ADDITIONAL WARRANTIES OF ANY KIND, EXECEPT AS NOTED HEREIN, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF CUSTOMERABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS LICENSE AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICES OR SITES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS IS DONE AT ITS OWN DISCRETION AND RISK AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF SUCH MATERIAL AND/OR DATA. DATAPRISE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF DATAPRISE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM CUSTOMER'S USE OR INABILITY TO USE THE PRODUCTS, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE PRODUCTS.DATAPRISE SHALL NOT BE LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE DUE TO ACTS OF FORCE MAJEURE, WHICH SHALL INCLUDE ACTS OF GOD; EARTHQUAKES; LABOR DISPUTES; CHANGES IN LAW, REGULATION, OR GOVERNMENT POLICY; RIOTS; WAR; FIRE; EPIDEMICS; ACTS OR OMISSIONS OF VENDORS OR SUPPLIERS; EQUIPMENT FAILURES; TRANSPORTATION DIFFICULTIES; OR OTHER OCCURRENCES THAT ARE BEYOND DATAPRISE'S REASONABLE CONTROL. DATAPRISE'S LIABILITY TO CUSTOMER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY CUSTOMER TO DATAPRISE OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

EULA-9. Compliance with Licenses

If You are a business, company or organization, You agree that upon request from Dataprise, Inc. or its authorized representative You will within thirty (30) days fully document and certify that use of any and all Dataprise, Inc. Products at the time of the request is in conformity with Your valid licenses from Dataprise, Inc.

EULA-10. Governing Law

This Agreement shall be governed by and constructed in accordance with the laws of the state of Maryland. Any actions to interpret or enforce this License Agreement shall be solely brought in the state of Maryland and, to the extent permitted by law; the parties agree the the venue for such action shall be in the County of Montgomery. 

EULA-11. Notices

Any notices or communications under this License Agreement shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed. If to Dataprise, such notices shall be addressed to Dataprise, Inc., Attn.: Legal Department, 9600 Blackwell Road, Fourth Floor, Rockville, MD 20850. If to Customer, such notices shall be addressed to the electronic or mailing address specified when Customer opens an account with Dataprise, or such other address as either party may give the other by notice as provided above.

EULA-12. Changes

Any We reserve the right to make changes to this EULA and the policies and conditions that govern the user of our Products at any time. We encourage you to review this web site and these terms periodically for any updates or changes. Your continued access or use of our Products shall be deemed your acceptance of these changes and the reasonableness of these standards for notice of changes.