Version 1.3 (January 2023)
This is a legal Agreement between you (the ‘Customer’) and Safetrust Inc (the ‘Company’). By downloading, installing, copying, accessing or using the Company’s software and/or hardware (the ‘Product’), you agree to be bound by the terms of this agreement. If you do not agree to be bound by the terms of this agreement, return the Product and any accompanying items to the place of purchase.
In consideration of the mutual promises contained herein and for other good and valuable consideration, the parties hereby agree as follows:
1. License Grant. Subject to Customer’s compliance with this Agreement, Company hereby grants to Customer a worldwide, fully-paid, royalty-free, non-exclusive, non-transferable license to use the Company’s Product. The Customer is responsible for selection of the Product as suitable for its need. Licensing is on the basis specified in the current license agreement.
2. No Reverse Engineering. The Customer agrees not to distribute the licensed material or any part of it to any third party, or to copy, modify, reverse-engineer, decompile or disassemble the licensed material, or to use it in any unauthorized manner except as expressly permitted in writing by the Company.
3. Ownership; Reservation of Rights. All copyright, patent, trade secrets and other intellectual property rights to the licensed material are the property of the Company and no title is transferred by this agreement. The Customer is to retain the copyright notice and other legends on all copies, both full and partial, of the licensed material. All rights not expressly granted herein to Customer are reserved by Company. There are no implied rights.
4. Permission to Copy. The Customer may produce sufficient copies of the licensed material for safe usage of it but may not produce or distribute copies for any other purpose.
5. Term. This Agreement is accepted by the Customer on download or installation of the Product and continues until terminated by a party for a material breach by the other party (including breach of contract and failure to pay license fees by Customer), that is not cured within 30 days following written notice of the breach. Either party may also terminate this Agreement at any time for convenience. The Customer agrees to cease using the licensed material and destroy or return it upon termination. Termination, cancellation or expiration will not relieve either party from any liability arising from any breach of this Agreement. Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement by a party will be without prejudice to any other right or remedy of a party under this Agreement or applicable law. The rights, duties and obligations of the parties that by their nature continue and survive, including the intellectual property ownership, warranty disclaimer, limitation on liability provision, consequential damages waiver, and general terms, will survive any termination, cancellation or expiration of this Agreement for any reason.
6. No Warranty. THE PRODUCT IS PROVIDED ON AN “AS IS” BASIS. COMPANY HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Limitation of Liability. EXCEPT FOR A VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS AND FOR CUSTOMER’S EXPRESS PAYMENT OBLIGATIONS, (I) COMPANY SHALL NOT BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, AND (II) COMPANY’S TOTAL LIABILITY UNDER OR ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY CUSTOMER TO COMPANY. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
8. Data Privacy and Security. Customer is solely responsible for: (i) use of the Product, including without limitation, installation, deployment, and management of the Product; (ii) use of the Product in compliance with all applicable laws; (iii) compliance with Data Protection Laws and regulations to process their personal data using the Product for Customer’s intended purposes, in particular accepting responsibilities for being the Data Controller where GDPR or similar legislation applies ( ie responsibility for: invitation, Privacy Policy acceptance, Product usage rules, account management and deletion, and for being the primary point of contact for privacy enquiries) and (iv) ensuring the security of all data collected, processed, stored, and maintained using the Product.
NOTE: Safetrust’s Privacy Statement (www.safetrust.com/privacy) describes the Personal Information that we collect, hold and use, and with whom we share it. It also describes your rights and responsibilities in respect to the Personal Information that we store about you, the End User. To use our products, you will be required to accept that Privacy Statement. By accepting it, you agree that we can collect, hold, use and share your Personal Information.)
9. Entire Agreement. This Agreement herein represents the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous representations, understandings and agreements, whether oral or written, with respect to this subject matter. This Agreement may be modified only by a writing executed by both parties that identifies itself as an amendment to this Agreement.
10. Governing Law. The laws of the State of California (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement. The parties hereby submit to the jurisdiction of the Superior Court of Alameda County, State of California, and the United States District Court for the Northern District of California, and agree that those tribunals will have jurisdiction and venue over all controversies in connection herewith. The parties exclude in its entirety the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods.
11. Export Regulations. The Customer shall not export, directly or indirectly, any of the licensed material under this Agreement to any country or to any individual or entity for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining a license or approval.
12. Waiver. A waiver of any default hereunder or of any of the terms and conditions of this Agreement will not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but will apply solely to the instance to which the waiver is directed. The exercise of any right or remedy provided in this Agreement will be without prejudice to the right to exercise any other right or remedy provided by law or equity, except as expressly limited by this Agreement.
13. Assignment. Except in connection with a merger, acquisition or sale of all or substantially all of a party’s assets to which this Agreement relates, neither party may transfer or assign its rights under this Agreement. Any attempted assignment in violation of this Section 13 is void.
14. Severability. In the event any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired and the provision at issue will be revised by the court to carry out the parties’ intentions to the greatest lawful extent.
15. Force Majeure. Except for the payment of monies due under this Agreement, Company will not be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, acts of nature, strikes, labor disputes or disturbances, material shortages or rationing, riots, acts of terrorism, acts of war, governmental regulations, communications or utility failures, or casualties.
16. Notices. Any notice to be given under this Agreement must be given in writing and delivered by personal delivery, facsimile (with confirmation of transmission), nationally recognized commercial overnight delivery services, or certified mail, postage prepaid, return receipt requested. All notices so given will be considered received upon the earlier of receipt or one day after dispatch or, in the case of certified mail or overnight delivery service, the earlier of receipt or five days after deposit in the mail or with the service.
17. Construction of Agreement. This Agreement has been negotiated by the respective parties hereto and their attorneys and the language hereof shall not be construed for or against any party. The titles and headings herein are for reference purposes only and shall not in any manner limit the construction of this Agreement, which shall be considered as a whole. The word “including” is not limiting and will be deemed to be followed by the wording “without limitation.”
18. Controlling Language. This Agreement is prepared and executed in the English language only, which language shall be controlling in all respects. Any translations of this Agreement into any other language are for reference only and shall have no legal or other effect. Any notice which is required or permitted to be given by one party to the other under this Agreement will be in the English language and will be in writing. All proceedings related to this Agreement shall be conducted in the English language.