Legal Agreement
PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE.
This End-User License Agreement ("EULA") is a legal agreement between you, any end-user, and EverEZ Systems Limited or one of its affiliates ("EverEZ") for the EverEZ software that accompanies this EULA, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). An amendment or addendum to this EULA may accompany the Software.
The Software is being licensed to you by EverEZ Systems Limited ("EverEZ") for your private personal use only and is conditioned in accordance with the terms and conditions of this EULA.
Software is being provided to you on an "AS IS" basis. EverEZ makes no warranties or guarantees as to the availability or reliability of the Software to you or to any other user. By accepting the terms of this EULA you agree that EverEZ is permitted to limit, deny, create different priorities to different users, update or cancel some or all of the functionality of the Software at any time, without prior notice.
This EULA or any part thereof, may also be published on the EverDesk Web site at www.everdesk.com.
1. GRANT OF LICENSE
EverEZ grants you a limited, non-exclusive, non-transferable license provided that you comply with all terms and conditions of this EULA.
By installing, copying, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software.
You may install and use one copy of the Software on up to 3 (three) computers, such as a workstation, terminal or other digital electronic device ("Computer").
The Software also includes any updates, bugfixes and supplements to the original Software provided to you by EverEZ. Any software provided along with the Software that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement.
Mandatory Activation of the Software
In order to use the Software you must purchase the license through the EverEZ website at www.everdesk.com. Before purchasing the license you need to create a unique EverDesk ID with your email address and password, which will be used for license validation and activation of the Software. The license to use the Software is automatically generated after the respective license fee is paid. In order to start using the Software, your copy of the Software must be activated through the use of the Internet at the startup of the Software.
You may also need to reactivate the Software if you modify your computer hardware or alter the Software. There are technological measures in this Software that are designed to prevent unlicensed use of the Software. EverEZ will use those measures to confirm you have a legal license to use the Software. If you do not have legal license to use the Software, you are not allowed to install the Software or future Software updates. EverEZ will not collect any personally identifiable information from your Computer during this process.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
Not For Resale Software.
This Software is "Not For Resale", and you may not resell, or otherwise transfer for value, or use for any purpose other than demonstration, test or evaluation.
Reverse Engineering, Decompilation, Disassembly, and Derivative Works
You may not reverse engineer, decompile, disassemble, or create derivative works from the Software.
Separation of Components.
The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer.
Rental.
You may not rent, lease or lend the Software.
Trademarks
This EULA does not grant you any rights in connection with any trademarks or service marks of EverEZ.
Application Sharing
The Software may contain third-party applications, components or modules (“Third-Party Applications”). For Third-Party Applications, you should consult the accompanying license agreement or contact the licensor to determine whether application sharing is permitted by the licensor.
Upgrades
If the Software is labeled as an upgrade, you must first be properly licensed to use a product identified by EverEZ as being eligible for the upgrade. Any Software labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA.
Reservation of Rights and Ownership
The Software is protected by patent, copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold.
All title and intellectual property rights in and to the Software, including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software, the accompanying printed materials, and any copies of the Software are owned by EverEZ. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by EverEZ.
Software Transfer
You may transfer the Software to a different Computer, provided that the Software is used on not more than three computers at any one time.
Export Restrictions
You agree to abide by U.S. and other applicable export control laws and not to export, re-export or otherwise transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws or to any person to whom exports, re-exports or transfers are prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization.
You agree to uninstall and delete the U.S. domestic encryption module used with this Software from your computer every time it leaves U.S. and use the international encryption module while abroad.
3. WARRANTIES AND LIABILITIES
Disclaimer of Warranty
THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR RELIABILITY OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. BECAUSE OF THE VARIOUS HARDWARE AND SOFTWARE ENVIRONMENTS INTO WHICH SOFTWARE MAY BE PUT, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEREZ DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE SOFTWARE.
Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVEREZ BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF EVEREZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EVEREZ'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE.
Limitations and Remedies
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of EverEZ under any provision of this EULA and your exclusive remedy hereunder shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
4. OTHER PROVISIONS
Changes of Functionality and Introduction of Different Versions
Software functionality or any part thereof granted to you or to any other user and/or the availability and functionality of any feature and function may be changed, updated, limited or terminated at any time, temporarily or permanently, without prior notice, for any reason or no reason by EverEZ in its sole discretion ("Changes of Functionality"). EverEZ may elect to, but is not obligated to, introduce different versions of Software, grant different levels of access or no access at all and different priorities to different users or to different functions, or to users of different versions of the Software, or introduce new features in this or in future versions of the Software that may cause functionality change, limitation or termination of the functionality of features in earlier versions still in use, including functionality changes in privacy and security features ("Introduction of Different Versions"), at any time without prior notice, at its sole discretion. You agree to bear the risks of and hold EverEZ harmless for any and all effects that the Changes of Functionality and Introduction of Different Versions may have on your ability to use the Software, in whole or in part, for communicating with third parties or their ability to communicate with you. EverEZ may elect in its sole discretion to make improvements, corrections, adaptations, conversions to more recent Software versions or any other changes to the Software or to a revised or new EULA. EverEZ may at any time cancel, change, or introduce different options and features to different users.
Notice about use of Third Parties' Networks
The Software contains functionalities and services that allow sending, delivering or receiving information between Software users, and between Software users and non- Software users, which may be relayed or carried through public, Partners', third parties' or other networks, systems, servers, Web sites or applications (e.g. telephone and cellular networks, email servers etc.) ("Third Parties' Network"). The Third Parties' Networks are not controlled by EverEZ in any way and EverEZ shall not be responsible for the performance, availability, functionality, quality or reliability of any of the Third Parties' Networks or the information sent, delivered, relayed, carried or received through the Third Parties' Networks. Notwithstanding anything herein, EverEZ does not warrant or guarantee that the information sent, relayed, carried or delivered through these Third Parties' Networks will reach its destination or its correct address or recipient or that the details of the recipient or sender are correct or accurate.
Entire Agreement; Severability
This EULA (including any addendum or amendment to this EULA which is included with the Software) constitutes the entire agreement between you and EverEZ relating to the Software, and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any part of this EULA is held to be void, invalid, unenforceable or illegal, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Transfer of Rights
EverEZ may transfer, assign, sublicense, or pledge in any manner whatsoever, any of its rights and obligations under this EULA to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this EULA.
Changes to EULA
EverEZ may change, from time to time, this EULA with or without a release of a new version of the Software. By continuing to use the Software, for a period of 30 days after a notice of such change has been provided on the EverEZ network or Web site for the first time, you signify your consent to the new or revised set of the EULA. Subject to the foregoing, you further agree to be bound by the provisions of the EULA available on the EverEZ Web site at www.everdesk.com, if such license is marked with a more recent date than that on the EULA that accompanies your Software.
Applicable Law
If you are a citizen of the USA, then the laws of the Commonwealth of Virginia, excluding its conflicts-of-law rules, shall govern this EULA. Please note that your use of the Software may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with EverEZ or relating in any way to your use and the Software resides in the courts of Virginia and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Virginia in connection with any such dispute including any claim involving EverEZ or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
If you are not a citizen of the USA, then the laws of the Republic of Cyprus, excluding its conflicts-of-law rules, shall govern this EULA. Please note that your use of the Software may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with EverEZ or relating in any way to your use of the Software resides in the courts of the Republic of Cyprus and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Republic of Cyprus in connection with any such dispute including any claim involving EverEZ or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers.
Termination
Without prejudice to any other rights, EverEZ may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.
The above assurance and commitment as well as all warranties, representations, indemnity clauses and restrictions contained in this EULA, shall survive termination of this EULA.
Should you have any questions concerning this EULA, or if you desire to contact EverEZ Systems Limited for any reason, please visit EverEZ on the World Wide Web at www.everdesk.com
