Datacastle Corporation

Terms of Use

Note: Following is the Datacastle terms of use for end users that is presented during product installation. It is provided here for reference. DATACASTLE END USER LICENSE AGREEMENT This User Agreement (the “Agreement”) is a legal agreement between you (“User”) and Datacastle Corporation, a Washington corporation (“Datacastle”) (each, a “Party”; together, the “Parties”). By clicking the “I Agree” 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 Datacastle. ARTICLE 1 - LICENSE GRANT License Subject to the terms of this Agreement, Datacastle hereby grants User a non-exclusive license to download, install, and use one (1) copy of the Datacastle Software on a single computer. In addition Datacastle hereby grants User a non-exclusive license to use the Datacastle Material (defined below) under any and all rights held therein by Datacastle for the term of this Agreement, and subject to the terms herein. User shall use and access the software provided by Datacastle to the User (the “Datacastle 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 Datacastle Software or any portion thereof. Ownership; Reservation of Rights The Parties hereby acknowledge and agree that, as between them, Datacastle is the sole and exclusive owner of all right, title and interest, including all intellectual property rights, in and to the Datacastle Software and any other works of authorship, inventions, information or materials delivered by Datacastle to User, or to which Datacastle grants User access (collectively referred to herein as the “Datacastle Material”). Lawful Use & Conduct You are solely responsible for your conduct and your data related to the Datacastle Software. You agree to indemnify, defend, and hold harmless Datacastle and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Datacastle Software, or your violation of these terms. With regard to your use of the Datacastle 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 Datacastle Software is made available to you for your use only, and you may not sell, distribute, or lease the Datacastle Software to, or use the Datacastle Software on behalf of, any third party. Data Collection & Privacy Datacastle 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 Datacastle Software, such as how often backups are initiated, completed, and so on. By using Datacastle’s Software you agree to collection and use of data as outlined in our Privacy Policy, which is available on Datacastle’s Web site, as it may be amended from time to time without notice. Please refer to the Datacastle Privacy Policy for how Datacastle uses information. ARTICLE 2 -REPRESENTATIONS AND WARRANTIES AND LIABILITY LIMITATIONS General Warranty 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, DATACASTLE HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WITH RESPECT TO THE DATACASTLE SOFTWARE, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, PARTICULARLY INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Liability Limitations IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 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 and all rights and obligations thereunder, 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 Datacastle 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 Datacastle Material then in the User’s possession, at Datacastle’s option. Governing Law This Agreement shall be governed by and interpreted in accordance with the laws of the state of Washington, without reference to conflict of laws principles. Assignment 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 Datacastle in its sole discretion. No Waiver 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. Entire Agreement 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. Partial Invalidity 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. Export Restrictions You acknowledge that the Datacastle 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 Datacastle 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 Datacastle Software and encryption technology, at your expense. Datacastle disclaims any and all liability incurred by you as a result of your use of the Datacastle Software in any foreign country.