The following Terms and Conditions govern your use of this Active Defender web site and the materials accessible on or from the site. Please read them carefully before using the site. Your use of the site means that you accept these Terms and Conditions. If you do not agree with these Terms and Conditions, please do not use the Active Defender web site or the Active Defender services.
This Services Agreement (the “Agreement”) is made and entered into between you (the “USER”) and ACTIVE DEFENDER Use of the Service (as defined below) signifies USER’s agreement to the terms and conditions set forth in this Agreement.
ACTIVE DEFENDER USER TERMS AND CONDITIONS OF USE, PRIVACY, AND COPYRIGHT
1. SERVICE DESCRIPTION/GRANT OF LIMITED LICENSE USAGE RIGHTS/OWNERSHIP OF SERVICE.
As used herein, the term “Service” refers to Active Defender, Active Defender alerts! service. All software provided or access to the Service is licensed hereunder by Active Defender to the USER to enable use of and access to the Active Defender alerts! service and all modifications, updates, and revisions thereof. Active Defender grants USER a non-exclusive, non-transferable, non sub-licensable, revocable, limited, fee based license to use the Service for the license term as agreed upon by USER and Active Defender Active Defender may, in its sole discretion, change the functions and capabilities of the Service at any time. USER acknowledges and agrees that Active Defender retains all title, copyright, patent rights and other proprietary rights in and to the Service and related documentation and computer code, including, without limitation, all copies, modifications, translations and other derivative works that duplicate or are based on the Service or components thereof, and that the Service is proprietary to Active Defender Active Defender reserves all rights not expressly granted herein and no other rights and licenses are granted or deemed to be granted hereunder. By its usage of the “Service” USER expressly agrees to these USER terms and conditions of use, privacy, and copyright.
2. RESTRICTIONS ON USE, PROHIBITED USES and USER CONTENT
USER represents and warrants that (a) only authorized USERS will access the Service solely in connection with USER’S exercise of the limited usage license rights granted hereunder; (b) USER’S Service account will not be transferred to, or used on behalf of, another party or entity (c) USER will not remove any copyright, proprietary rights or other notice included in or on any portion of the Service, computer code or documentation; (d) USER will not distribute, transmit, display, disclose, divulge, reveal, report, publish or transfer the Service to any third party or reproduce or create derivative works based upon the Service or any portion thereof; (e) neither USER nor any of its employees, subcontractors or other personnel will attempt to reverse engineer, reverse assemble, disassemble, decompile, or otherwise attempt to discover the source code of Active Defender software; (f) USER will not use the Service in a manner that is prohibited by any law or regulation. USER is solely responsible for the content of any information it reviews or makes available by means of the Service. USER expressly agrees that Active Defender shall not be liable for any action Active Defender takes to review, record or replay material posted by any party or to remove or restrict access to such material judged by Active Defender in its sole discretion to be in violation of any law, regulation or rights of a third party, including, but not limited to, rights under the copyright law, prohibitions on libel, slander and invasion of privacy, or laws pertaining to unfair or deceptive trade practices. Third party materials accessible to USER through the Service shall be subject to intellectual property rights of owner. USER acknowledges that it may be temporarily disconnected from or logged off of the Service, either due to a system failure or because of USER inactivity and that Active Defender shall have no liability in connection with any such disconnection or log off. USER is responsible for all charges associated with connecting to the Service.
USER hereby agrees to indemnify and hold harmless Active Defender and its employees, licensors, independent contractors, providers, subsidiaries and affiliates, from and against any and all liability and costs (including, without limitation, Active Defender attorneys’ fees and costs) incurred by any of them in connection with any direct or third party claim arising out of any breach by USER of the representations and warranties of this Agreement. USER shall cooperate as fully as reasonably required in the defense of any claim.
4. DISCLAIMER OF WARRANTY
The service including all content, usage of the active defender service, software, functions, materials and information accessed by any means thereof is provided “as is” without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose or warranties of non-infringement or breach of data security to the fullest extent permissible by law. Active defender makes no warranties and shall not be liable for the use of the service under any circumstances, including, without limitation, any interruption of or error in the service including, but not limited to, active defenders negligence and or failure to issue alerts or notices. Active defender will not be liable for any failure of or delay in performance directly or indirectly caused by acts of the USER, its agents, employees, or subcontractors, causes beyond the control of active defender, including but not limited to acts of god and governments and failures of the internet or the components thereof. Active defender does not assume any liability, responsibility, or risk for USER’s use of any aspect of the active defender service. User agrees to assume all of the risks in using the active defender service. Active defender makes no warranty, representation, or guarantee that USER will be contacted by any commercial party or governmental authority or that if contacted, the information provided will be accurate. Active defender reserves the sole right to modify or discontinue the service at any time with or without notice to USER. Active defender will not be liable to USER or any third party should active defender exercise such right. User acknowledges that active defender has no control over the conduct of any commercial party or governmental authority or other third parties or for the accuracy of their notifications. Active defender shall not be liable for the accuracy or delivery time or content of notifications.
5. LIMITATION OF LIABILITY
Under no circumstances shall active defender be liable for any punitive, incidental, special, or consequential damages that are directly or indirectly related to the use of, or the inability to use, the service, even if active defender has been advised of the possibility of such damages. In no event shall active defender be liable for damages of any kind relating in any way to the active defender service or for any commercial party’s or governmental authority’s or third party’s notifications or course of conduct. Based upon USER’s licensed use of the active defender service, USER’s sole remedy for any claims with respect to any aspect of the service, is to cease USER’s use of the service. Direct monetary damages for any proven claim, as determined by a court of competent jurisdiction, shall be expressly limited by the total amount of revenue paid by USER to active defender during the then current license term. Other than set forth herein, USER releases active defender from any and all obligations, liabilities, and claims in their entirety.