DesktopMinds.com Software LIcense Agreement
IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE “ACCEPT” BUTTON BELOW.
This DesktopMinds.com Software License and Service Agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You”), and DesktopMinds.com, Inc. (“DesktopMinds.com”) that governs your acquisition and use of the DesktopMinds.com Software and any accompanying documentation (the “Software”) and access to, and use of the DesktopMinds.com Services (“Services”). The Services provided to You under this service agreement is (A) for the free trial version which only includes limited functionality (“Limited Services”) and (B) for the full paid version which includes all functionality (“Paid Services”).
You must accept the terms of this Agreement before downloading, copying, or otherwise using the Software or accessing or using the Services. By clicking “ACCEPT” at the end of this Agreement, or by downloading, copying, or otherwise using the Software or Services, You are indicating that You have read and understood, and that You assent to be bound by, the terms of this Agreement. If You do not agree to the terms of the Agreement, You are not granted any rights whatsoever in the Software and must permanently delete all copies of the Software in your possession.
1. Software and Services. The Software allows you to access and use the Services. DesktopMinds.com or its service providers currently operate servers as part of the Services, with which the Software communicates as part of its ordinary operation. During the Term (as defined below), you may access the Services for the sole purpose of using the Software as described in the software documentation, and may not access the Services (or its associated database) with any other software, for any other purpose, or in any other manner. During the Term, you will be entitled to receive: (1) access to the Services; and (2) any Software upgrades that DesktopMinds.com makes generally available to end users of the Software and Services.
2. License Grant for Software and Services. Subject to the terms of this Agreement, DesktopMinds.com grants to You, during the Term, a personal, non-exclusive, non-transferable license, without the right to sublicense, to install and execute the Software and use the Services, in accordance with its accompanying documentation solely for personal and non-commercial purposes. Individual licenses for Paid Services shall cover up to two (2) computers subject to full payment of any applicable software and service fees. DesktopMinds.com may agree in writing (e.g. as may be indicated on a subscription registration form accepted by DesktopMinds.com) to license the Software and Paid Services to you for use on more than two (2) computers, subject to your payment of additional fees and applicable additional terms described in such writing.
3. Restrictions on Use. Except as expressly permitted in Section 2 (License Grant) (if at all), You may not (a) copy, translate, modify, create derivative works of, or otherwise use the Software, Services or any parts thereof, (b) distribute, sell, assign, pledge, sublicense, lease, loan, use for service bureau purposes, rent, or otherwise transfer the Software, Services or any parts thereof in any form to another person, (c) remove from the Software or Services, or alter, any of the trademarks, trade names, logos, patent or copyright notices or other proprietary notices or markings, or add any other notices or markings to the Software, (d) use the Software or Services to tamper with, spoof, or attempt to obtain unauthorized access to DesktopMinds.com's servers or databases; (e) use the Software or Services in violation of any applicable laws in the jurisdictions in which you use the Services or Software; (f) attempt to, in conjunction with any device, software program or service, circumvent technological measures employed to control access to, or the rights in, the Service; or (g) permit any other party to do any of the foregoing. DesktopMinds.com does not grant to You any express or implied licenses or rights to any enabling technologies or systems that may be necessary to use the Software.
4. Ownership. The Software is licensed, not sold, and You agree that the Software, the Services, and all intellectual property and proprietary rights therein are owned by DesktopMinds.com. DesktopMinds.com reserves title and all right and interests in and to the Software and Services not expressly granted to You in Section 2 (License Grant), including without limitation all patent rights, copyrights, trademarks, trade names, trade secrets and other intellectual property and proprietary rights. There are no implied licenses under this Agreement, and all rights not expressly granted are reserved by DesktopMinds.com.
5. Payments. Following the expiration of a trial period that may be provided to you in the sole discretion of DesktopMinds.com, if you subscribe to the Paid Services, you agree to pay DesktopMinds.com or its designated representative, the service charges for your use of the Software and Paid Services, plus any applicable taxes, in accordance with the billing terms and prices in effect at the time the fee or charge becomes payable. Payments are billed in advance at the beginning of the applicable renewal period. All payments are completely non-refundable. If you elect to pay with a credit card, you authorize DesktopMinds.com to automatically bill the charge card you provide for Paid Services for each renewal period, or withdraw funds via electronic transfer from your checking account (depending on what type of charge card you are using), until you terminate this Agreement; and you further agree to provide DesktopMinds.com with a valid credit card and accurate, complete and updated information required by the subscription registration form. Failure to comply may result in the immediate termination of Services. You are responsible and liable for any fees, including attorney and collection fees, that DesktopMinds.com may incur in its efforts to collect any remaining balances from you. You also agree that you will be billed for and will pay any outstanding balances and credit card fees upon termination of this Agreement. You agree to notify DesktopMinds.com about any billing problems or discrepancies within 90 days after they first appear on your account statement. If you do not bring them to DesktopMinds.com's attention within 90 days, you agree that you waive your right to dispute such problems or discrepancies.
7. No Warranties. THE SOFTWARE AND SERVICES ARE PROVIDED AND LICENSED TO YOU “AS IS”. You assume the entire risk as to, and acknowledge that You rely solely at Your own risk on, results and performance arising out of the use of the Software AND SERVICES. Should the Software OR SERVICES prove to have defects in any way, You assume the entire cost of all servicing, repair or correction arising in connection with such defects AND ALSO ASSUME THE RISK OF ANY LOSS RELATED TO YOUR RESPONSE TO ANY EMAIL OR SERVICES ADVERTISED IN ANY EMAIL RECEIVED FROM A THIRD PARTY .
DesktopMinds.com DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND VERACITY OF INFORMATIONAL CONTENT, SYSTEM INTEGRATION, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE OR SERVICES. WITHOUT LIMITING THE FOREGOING, DesktopMinds.com SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE SOFTWARE, SERVICES, DesktopMinds.com'S EFFORTS, OR ANY SYSTEM WITH WHICH YOU WILL USE THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES OR WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF YOUR REQUIREMENTS, SOFTWARE, AND HARDWARE TO ACHIEVE YOUR INTENDED RESULTS. YOU ASSUME THE RESPONSIBILITY FOR ANY USE OF OR RESPONSE TO ANY EMAIL YOU SEND OR RECEIVE. To the extent that a party may not as a matter of applicable law disclaim any implied warranty in the scope and duration of such warranty shall be the minimum permitted by law.
8. Limitation of Liability. DesktopMinds.com SHALL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR INDIRECT DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR INTERRUPTION OF BUSINESS, PROCUREMENT OF SUBSTITUTE GOODS, LOST DATA, LOST PROFITS, OR THE LIKE) ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE OR THE SERVICES (OR ANY INTELLECTUAL PROPERTY SUBSISTING THEREIN) OR YOUR RECEIPT, USE OF OR RESPONSE TO ANY EMAIL OR SERVICES ADVERTISED IN ANY EMAIL RECEIVED FROM A THIRD PARTY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF DesktopMinds.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL DesktopMinds.com'S AGGREGATE CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO YOU OR TO ANY THIRD PARTY, EXCEED THE LESSER OF $10.00 OR THE AMOUNT YOU PAID FOR THE SOFTWARE AND SERVICES. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT SERVE TO ENLARGE THIS LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. To the extent that a party may not as a matter of applicable law limit its liability, the scope and duration of such liability shall be the minimum permitted by law.
This limitation of liability will apply notwithstanding the failure of essential purpose of any limited remedy set forth herein. The warranty disclaimer and limitation of liability are fundamental elements of the basis of the bargain between you and DesktopMinds.com. DesktopMinds.com would not provide the SOFTWARE to you absent such limitations.
9. Indemnification. You agree to indemnify and hold DesktopMinds.com harmless from and against all damages, liabilities, losses, costs and expenses arising from or relating to your use or misuse of the Software or the Services or Your breach of this Agreement.