IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PROCEEDING. THESE TERMS AND CONDITIONS, WHEN ACCEPTED BY YOU, SHALL CONSTITUTE A LICENSE AGREEMENT ("AGREEMENT") BETWEEN YOU AND CONEXUS SOFTWARE, INC. ("WE", "US" OR "OUR"), THE OWNER AND OPERATOR OF NQ.COM™. TO DOWNLOAD NQ WIZARD (NQ WIZARD AND FUTURE FIXES, UPDATES AND UPGRADES PROVIDED TO YOU ARE COLLECTIVELY REFERRED TO IN THIS AGREEMENT AS THE "SOFTWARE"), YOU WILL NEED TO ACCEPT THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO DOWNLOAD THE SOFTWARE.
You may download and use the Software after appropriately registering your personal user information and then only in conjunction with and during the free and paid subscriptions offered at the NQ.com™ website (the "Subscription Period"). During the Subscription Period, you are considered a Registered User and we grant you a limited, non-exclusive, non-transferable license to use the Software solely for personal use in connection with our service and on a computer that meets the system requirements specified on our website. The Software is available only as a single user license, and requires each user to register individually. If you do not pay the subscription renewal fee, if any, before your current paid, free, or free trial subscription expires, your license will be immediately terminated and you will lose any right to the Software.
We reserve the right to terminate this license immediately without prior notice and without any compensation or other obligation to you if you violate any term of this Agreement, any term of our Privacy Policy, or any term of our Acceptable Use Policies. In addition, we may terminate this license at anytime for any other reason, provided that we will refund a pro rata portion of the subscription fee, if any, that you paid for any pre-paid period of time that you were unable to use the Software due to our "without cause" termination.
This Agreement gives you limited rights to use the Software in accordance with the terms and conditions set forth in this Agreement. As between you and us, we retain any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. No title to the Software, nor any intellectual property rights in the Software, is transferred to you by this Agreement. The structure, organization and code of the Software are our valuable trade secrets and confidential information.
You may not provide or make available by any means the Software to any third party. You agree to undertake such steps as are necessary in order to protect the Software against unauthorized copying or use. You will be solely responsible for any use of the Software with your log-in name and password. You hereby allow us and our distributors to employ technical means in order to check the conformity of your use of the Software to the terms of this Agreement. Should we discover that the Software is utilized by multiple users, who are not themselves each individually Registered Users, we will be entitled to damages for the prejudice suffered and may terminate your use of the Software without any compensation to you.
The Software is readily available by online download and you may only make copies in machine-readable form solely as are necessary to use the Software. If you regularly access your email from multiple computers that are each in your control, you are authorized to download the Software to each of those computers. Such copy, including documentation, shall contain all copyright and other proprietary notices or legends found on the original. Except for the authorized copies as are necessary for your personal use of the Software, you may not make additional copies of the Software, nor distribute them.
You may not decompile, reverse engineer, disassemble, or otherwise attempt to derive source code from the Software. You may not modify, adapt, translate the Software or any parts thereof, or create derivative works based on the Software. You may not sell, rent, lease, sublicense, transfer, resell, or otherwise distribute the Software or any part thereof.
You may not export or re-export, directly or indirectly, the Software into any
country, or transfer (or authorize the transfer of) the Software to a national
or resident of a country, prohibited by the
THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. WE MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITATION, YOU ASSUME SOLE RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE. WE MAKE NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE OR OUR DISTRIBUTORS BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU AS A RESULT OF USING THE SOFTWARE. NEITHER WE NOR OUR DISTRIBUTORS WILL BE RESPONSIBLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND RELATED TO THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN THE EVENT ANY DAMAGES ARE ASSESSED AGAINST US, OUR AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE SUBSCRIPTION FEE PAID BY YOU TO US HEREUNDER DURING THE PAYMENT PERIOD IMMEDIATELY PRECEDING YOUR CLAIM.
You agree to indemnify, hold harmless and defend us and our subsidiaries, affiliates, distributors, officers, directors, shareholders, agents, co-branders or other partners, and employees, at your expense, against any and all third party claims or demands, actions, proceedings and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorney's fees and other dispute resolution expenses) incurred by us and other parties identified above, due to or arising out of data you submit, transmit or communicate through the Software, your use or misuse of the Software, your violation of this Agreement, or your violation of any rights of another.
If any provision hereof shall be held illegal, invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it legal, valid and enforceable, and the legality, validity and enforceability of all other provisions of this Agreement shall not be affected.
From time to time we may download fixes, improvements and other changes to the software, with or without your actions, knowledge and approval. You agree to allow us to maintain a current version of the software on your computer in this manner and this Agreement applies to any such revisions to the software.
This Agreement is governed by the laws of the
Recognizing the global nature of the Internet, you agree to comply with all local laws, rules and regulations regarding on-line conduct, acceptable data, transfer of information and privacy.
Unless there is a separate governing agreement executed by both parties in writing, this Agreement, together with the CoNeXus Privacy Policy (www.nq.com/PrivacyPolicy.htm) and the CoNeXus Terms of Use (www.nq.com/PrivacyPolicy.htm)("The Agreements") contains the entire agreement between us and you relating to the Software and supersedes all prior agreements and understandings, whether oral or written. The Agreements are subject to the latest amendments as posted at http://www.nq.com/privacy.aspx. All questions concerning The Agreements should be directed to NQSupport@NQ.com.
©2006 Conexus LLC. All rights reserved.