CounterSpy V2 3.1.2416

EULA - End User License Agreement

End-User License Agreement for CounterSpy(TM)
Sunbelt Software
End User License Agreement
CounterSpy

This Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold.

PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS SOFTWARE PRODUCT LICENSE (THE "LICENSE AGREEMENT"). THIS LICENSE IS A LEGALLY BINDING CONTRACT BETWEEN YOU (THE "LICENSEE") AND Sunbelt SOFTWARE PRODUCT DISTRIBUTION, INC. ("SUNBELT").

1. INTRODUCTION: The following Software license terms and conditions apply to all of the Software Product (the "Software Product") that is delivered or downloaded under this license. If, after reviewing the terms and conditions which follow this paragraph, you do not wish to be bound by its provisions, do not download the Software Product or, if the Software Product has been delivered by CD ROM, destroy the CD ROM or return it to Sunbelt. If the Software Product has already been downloaded then immediately delete the Software Product. Once the Software Product has been downloaded or accessed all of the provisions of this License Agreement apply, even if the Software Product is subsequently deleted or returned. Any use of the Software Product by the Licensee shall constitute unqualified acceptance of this Agreement.

2. EVALUATION VERSION LICENSE GRANT: If you have downloaded or otherwise received an evaluation version of the Software Product, you are authorized to use the Software Product on a royalty-free basis for evaluation purposes only during the initial evaluation period of generally, fifteen (15) days. You have the option to register for full use of the Software Product at any time during the evaluation period by following the instructions in the accompanying documentation, including the payment of the required license fee. Registration will authorize you to use an unlocking key which will convert the Software Product to full use, in accordance with the terms and conditions provided below. Your use of the Software Product for any purpose after the expiration of the initial evaluation period is not authorized. Upon expiration of the limited evaluation period, the Software Product may automatically disable itself.

3. GRANT OF LICENSE. This Section of the License Agreement describes your general rights to install and use the Software Product. The license rights described in this Section are subject to all other terms and conditions of this License Agreement. Any use, modification, reproduction, release, performance, display or disclosure of the Software Product shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.

3.1. LICENSE: The Software Product is provided on a non-exclusive, non-transferable basis, and may not be copied, modified, or enhanced without the advance written authorization of Sunbelt. The Software Product includes significant elements, including its organization, algorithms, and logic, which Sunbelt has maintained as confidential information, which constitute trade secrets of Sunbelt, and which are protected by U.S. patent and/or copyright law and international treaty. Licensee agrees not to use or evaluate the Software Product for the purpose of competing with Sunbelt Software in any manner or facilitate the use or evaluation of the Software Product for the purpose of competing with Sunbelt Software in any manner. Licensee agrees not to attempt to disassemble, reverse compile, or reverse engineer the Software Product. The Software Product under this Agreement is the exclusive property of Sunbelt. This License Agreement does not grant Licensee any ownership right or title to, or interest in the Software Product or any part thereof, and Sunbelt retains all such rights, title, and interest.

3.2. GENERAL LICENSE GRANT TO INSTALL AND USE THE SOFTWARE PRODUCT. This product is licensed on a per-system basis. You may install and use one copy of the Software Product on any one computer, device, workstation, terminal, or other digital electronic or analog device ("System"). ANY NETWORK OR OTHER TYPE OF DISTRIBUTED USE OF THIS SOFTWARE PRODUCT, IS STRICTLY PROHIBITED EXCEPT AS ALLOWED IN 3.3 BELOW.

3.3. ALTERNATIVE LICENSE GRANT FOR STORAGE/NETWORK USE. As an alternative to the rights granted in the previous section, you may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within your business or enterprise to access and use the Software Product from other Devices over a private network, provided that you acquire and dedicate one license for each individual System.

3.4. RESERVATION OF RIGHTS. All rights not expressly granted under this License Agreement are reserved by Sunbelt.

4. DISCLAIMER OF WARRANTY: THE SOFTWARE PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY EXCEPT AS PROVIDED IN THE FOLLOWING PARAGRAPH. Sunbelt DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF NON-INFRINGEMENT AND PERFORMANCE.

5. LIMITED WARRANTY: Sunbelt warrants that the Software Product covered by this License Agreement will, for a period of thirty (30) days following its installation, operate in accordance with the specifications found in the manual accompanying the Software Product.

6. LIMITATION OF LIABILITY: Sunbelt makes no representations or warranties that the operation of the Software Product will be uninterrupted or error free, or that it will produce the results desired by the Licensee. Sunbelt does not agree to provide modifications, enhancements, improvements or bug corrections, even if errors in the Software Product are reported to Sunbelt. Sunbelt SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OR BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, ETC.) ARISING FROM LICENSEE'S USE, OR THE INABILITY OF LICENSEE TO USE, THE SOFTWARE PRODUCT, EVEN IF Sunbelt HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7. LICENSEE REMEDY: If Sunbelt is liable to Licensee for the breach of any of Sunbelt's obligations under this License Agreement, Licensee's sole and exclusive remedy shall be, at Sunbelt's option, to either receive a refund for the price Licensee paid for the use of Sunbelt's Software Product (less any taxes, shipping fees, etc.), or the repair or replacement of any defective Software Product.

8. LIMITATION ON EXPORTS: Licensee agrees that Licensee will not export or re-export the Software Product outside of the United States to any individual, business, third party, or other entity, or to any country subject to United States export restrictions. Any Licensee who receives the Software Product outside the United States agrees not to re-export the Software Product except as permitted by laws of the United States.

9. U.S. GOVERNMENT RIGHTS: If you are obtaining Software Product on behalf of any part of the United States Government, the Software Product shall be deemed "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR 12.212, as applicable.

10. LOSS OF DATA LIMITS AND LIABILITY: Sunbelt and its suppliers do not guarantee to accuracy of scanning known as spyware scanning. Sunbelt shall not be held liable or responsible for ANY inaccuracy of the spyware scanning process. This includes but is not limited to the loss of any data.

11. MISCELLANEOUS: Licensee may make one backup copy for archival purposes only of the Software Product, provided Licensee agrees not to grant access to such backup Software Product to any other individual or business entity. Licensee agrees not to alter or delete any copyright notice which is included with the Software Product. Except as expressly stated herein, there are no other agreements, understandings between the parties, or obligations on the part of Sunbelt relative to the Software Product. The laws of the State of Florida shall apply to the terms of this License Agreement.

12. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT, AND THAT BY INSTALLING OR USING THE SOFTWARE PRODUCT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES. THIS AGREEMENT SUPERSEDES ALL PRIOR ORAL AGREEMENTS, PROPOSALS OR UNDERSTANDINGS, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SOFTWARE PRODUCT OR THIS AGREEMENT.

03/15/05