PC LAPTOPS END USER LICENSE AGREEMENT
This User Agreement (the "Agreement") is a legal agreement between you ("User") and PC LAPTOPS, LLC, a Utah Limited Liability Company ("PC LAPTOPS") (each, a "Party"; together, the "Parties"). By clicking the "I Accept" button below, you will indicate your acceptance of these terms and conditions, at which point this Agreement will become a legally binding agreement between you and PC LAPTOPS.
ARTICLE 1 - LICENSE GRANT
Subject to the terms of this Agreement, PC LAPTOPS hereby grants User a non-exclusive license to download, install, and use one (1) copy of the PC LAPTOPS Software on a single computer. In addition PC LAPTOPS hereby grants User a non-exclusive license to use the PC LAPTOPS Material (defined below) under any and all rights held therein by PC LAPTOPS for the term of this Agreement, and subject to the terms herein. User shall use and access the software provided by PC LAPTOPS to the User (the "PC LAPTOPS Software") only on its own behalf and not on the behalf of any third party. User shall not alter, modify, decompile, disassemble, reverse-assemble or otherwise reverse-engineer or seek to obtain source code of the PC LAPTOPS Software or any portion thereof.
Ownership; Reservation of Rights
The Parties hereby acknowledge and agree that, as between them, PC LAPTOPS is the sole and exclusive owner of all right, title and interest, including all intellectual property rights, in and to the PC LAPTOPS Software and any other works of authorship, inventions, information or materials delivered by PC LAPTOPS to User, or to which PC LAPTOPS grants User access (collectively referred to herein as the "PC LAPTOPS Material"). User represents that User has the right to use the PC LAPTOPS system on all User data.
Lawful Use & Conduct
You are solely responsible for your conduct and your data related to the PC LAPTOPS Software. You agree to indemnify, defend, and hold harmless PC LAPTOPS and its suppliers, affiliates, employees, managers, and all other associated parties, from any and all loss, cost, liability, and expense arising from or related to the loss of and/or content of your data, your use of the PC LAPTOPS Software, your use of the PC LAPTOPS Material, or your violation of these terms.
With regard to your use of the PC LAPTOPS Software, you are solely responsible for your compliance with all applicable laws, rules, and regulations, and must not infringe or violate third party rights. The PC LAPTOPS Software is made available to you for your use only, and you may not sell, distribute, or lease the PC LAPTOPS Software to, or use the PC LAPTOPS Software on behalf of, any third party.
Data Collection & Privacy
PC LAPTOPS may collect limited amounts of non-personally identifiable data from your computer, including, but not limited to, basic data about your files and information relating to your backups using the PC LAPTOPS Software, such as how often backups are initiated, volume of data, characteristics of the data, types of files, length of time to complete backups and so on.
ARTICLE 2 -REPRESENTATIONS AND WARRANTIES AND LIABILITY LIMITATIONS
Each Party hereby represents and warrants to the other that (i) such Party has the right, power, and authority to enter into this Agreement and to fully perform all its obligations hereunder; and (ii) the making of this Agreement does not violate any agreement existing between such Party and any third party.
Disclaimer of Other Warranties
EXCEPT FOR THE WARRANTIES SET FORTH IN "GENERAL WARRANTY" SECTION ABOVE, PC LAPTOPS HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE PC LAPTOPS SOFTWARE, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
THE USER UNDERSTANDS AND AGREES THAT THE USER DOWNLOADS AND/OR USES OF THE PC LAPTOPS SOFTWARE AND SERVICE, AND ALL THIRD PARTY SOFTWARE OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE PC LAPTOPS SOFTWARE OR SERVICE, ARE PROVIDED AT EITHER THE USERS DIRECTION OR USED IN THE USER’S OWN DISCRETION AND RISK AND THAT THE USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO THE USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE OR SERVICE AND SUCH THIRD PARTY SOFTWARE AND SERVICES.
UNDER NO CIRCUMSTANCES SHALL PC LAPTOPS, OR ITS SUPPLIERS, PARENT OR AFFILIATED COMPANIES, RESELLERS, PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE PC LAPTOPS SOFTWARE OR SERVICE, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF PC LAPTOPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF PC LAPTOPS, AND ITS SUPPLIERS, RESELLERS, PARENT OR AFFILIATED COMPANIES, PARTNERS AND THEIR RESPECTIVE AFFILIATES ARISING FROM OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT, IF ANY, PAID BY THE USER FOR THE PC LAPTOPS SOFTWARE OR SERVICES. IF THE PC LAPTOPS SOFTWARE AND SERVICES ARE PROVIDED WITHOUT CHARGE, THEN PC LAPTOPS AND ITS SUPPLIERS SHALL HAVE NO LIABILITY TO YOU WHATSOEVER.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PC LAPTOPS SOFTWARE OR SERVICE, LOSS OR CORRUPTION OF DATA, FROM INABILITY TO USE THE SOFTWARE OR SERVICE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE SOFTWARE OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR DIRECT DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
THE LIMITATIONS SPECIFIED IN THIS SECTION SHALL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
ARTICLE 3 –MISCELLANEOUS
Termination and Survival
Either Party may terminate this Agreement immediately if the other Party breaches any material provision of this Agreement. Notwithstanding any other provision contained herein or elsewhere, Articles 2 and 3 and "Ownership; Reservation of Rights" Section in Article 1 of this Agreement, all rights and obligations thereunder, and any protections inuring to the benefit of PC LAPTOPS shall survive the expiration or any termination of this Agreement. Upon any termination or expiration of this Agreement User shall make no further use of PC LAPTOPS Material or any passcodes granted hereunder, as applicable, and all such passcodes shall expire and the User shall either destroy or return any and all PC LAPTOPS Material then in the User’s possession, at PC LAPTOPS’s option.
This Agreement shall be governed by and interpreted in accordance with the laws of the state of Utah, without reference to conflict of laws principles. In all disputes or litigation hereunder, User stipulates that the exclusive jurisdiction and venue shall be the Third District Court, in and for Salt Lake County, Utah, and that, as material consideration for PC LAPTOPS providing any products or services to User, User waives jury trial on any matter. The prevailing party in any dispute under this agreement shall be entitled to its costs and attorney fees from the non-prevailing party. This entire provision shall survive the termination or expiration of this Agreement.
User shall not assign or delegate this Agreement or any of User's rights or duties hereunder, directly, indirectly, by operation of law, or otherwise and any such purported assignment or delegation shall be void, except with the express written permission of PC LAPTOPS in its sole discretion.
Trademarks, Service Marks, and Other Intellectual Property
All trademarks, service marks or other similar items appearing on the PC LAPTOPS Software or Service are the property of their respective owners, including, without limitation the PC LAPTOPS, LLC.
The PC LAPTOPS Software or Services are protected by copyright and other intellectual property laws, title, ownership rights, and intellectual property rights in the PC LAPTOPS Software or Services shall remain with the respective owners of those rights and its licensors. The User agrees not to take any action to jeopardize, limit, or interfere in any manner with PC LAPTOPS’s or its licensor’s ownership of or rights with respect to the PC LAPTOPS Software or Services.
The failure of either Party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other Party of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions.
The terms and conditions herein contained constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous and contemporaneous agreements and understandings between the Parties hereto with respect to the subject matter hereof.
If any provision of this Agreement or any application thereof shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of other provisions of this Agreement or of any other application of such provision shall in no way be affected thereby.
You acknowledge that the PC LAPTOPS Software is subject to restrictions and controls imposed by the United States Export Administration Act and the regulations promulgated thereunder (the "Act"). You represent and warrant that the PC LAPTOPS Software is not being, and will not be acquired, shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the Act and will not be used for any purpose prohibited by the same. You agree that you are solely responsible for complying with all laws and regulations of any foreign country, including the Act, related to the use of the PC LAPTOPS Software and encryption technology, at your expense. PC LAPTOPS disclaims any and all liability incurred by you as a result of your use of the PC LAPTOPS Software in any foreign country.
Third Party Acknowledgements
Portions of the PC LAPTOPS Software utilize or include third party software and other copyrighted material. Acknowledgements, licensing terms and additional disclaimers for such material are contained in the "online" electronic documentation for the PC LAPTOPS Software or may otherwise accompany such material, and your use of such material is governed by their respective terms.