SOFTWARE LICENSE AGREEMENT
1. License. If you accept this License, Dotcom-Monitor, Inc. (“Dotcom-Monitor”) hereby licenses to you one electronic copy of the computer program(s) you are about to install and related documentation (the “Software”). Dotcom-Monitor retains all right, title and interest in and to the Software. That Software and all parts thereof are the subject matter of various proprietary rights, including without limitation copyrights, trade secrets, patents and other similar intellectual and industrial property rights (“Proprietary Rights”).
This License permits you to use the Software on a single personal computer, workstation or server and to make one copy of the Software in machine-readable form for backup purposes only. Within any such copy, you must reproduce the copyright notices and any other proprietary legends that were on the original downloaded copy of the Software. No license, right or interest in any trademark, trade name or service mark of Dotcom-Monitor or any third party is granted under this License. You acknowledge that neither this License, nor your subsequent registration of the Software (should you choose to register the Software, and thereby enable additional use or functionality), shall in any way be construed to provide an express or implied license to use, modify or improve any of the content of the Software, including without limitation any works, inventions, discoveries, technology or other items which are the subject matter of Dotcom-Monitor’s Proprietary Rights, or otherwise to use or exploit the Software or the Proprietary Rights in any matter not expressly permitted herein.
2. Without limiting the Software of any other provision herein, you represent and warrant that:
a. You are not directly or indirectly a competitor to Dotcom-Monitor;
b. You will use the data generated by its use of the Software (“Data”) solely for lawful purposes and shall not infringe, disrupt, compromise, trespass or otherwise violate the rights of third parties.
3. Restrictions. You may not attempt to create or derive any of the source code or other technology or data within the Software by disassembly, reverse engineering or any other method, or otherwise reduce the Software to a human-perceivable form. You may not modify or translate any part of the Software. You may not use, disclose, distribute, make or have made any copies of the Software, in whole or in part, nor rent, lease or lend the Software without the prior written authorization of Dotcom-Monitor, provided, however, that you may maintain a backup copy of the Software during the term of this License. You agree to provide notice to Dotcom-Monitor immediately after learning of or having reason to suspect a breach of any of the provisions set forth in this License.
4. Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software, and all copies thereof. This License will terminate immediately without notice from Dotcom-Monitor if you fail to comply with any provision of this License. Upon termination, you must destroy the Software and all copies thereof.
5. Disclaimer of Warranty. REGARDLESS OF WHETHER YOU LATER CHOOSE TO REGISTER YOUR COPY OF THE SOFTWARE, THE SOFTWARE AND RELATED DOCUMENTATION ARE ROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, AND Dotcom-Monitor EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY’S PATENT(S), TRADE SECRET(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. Dotcom-Monitor DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.
Furthermore, Dotcom-Monitor does not warrant or make any representations regarding the use or the results of the use of the software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by Dotcom-Monitor or Dotcom-Monitor’s authorized representative shall create any warranty or in any way increase the scope of this warranty. Should the Software prove defective, you (and not Dotcom-Monitor or Dotcom-Monitor’s authorized representative) assume the entire cost of all necessary servicing, repair or correction. Some states do not allow exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
6. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL Dotcom-Monitor BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF Dotcom-Monitor OR Dotcom-Monitor’S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL Dotcom-Monitor’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
7. Controlling Law. This License shall be governed by and construed in accordance with the substantive laws of the State of Minnesota, notwithstanding the conflicts of law provisions of that state or any other jurisdiction. All disputes arising out of this license shall be subject to the exclusive jurisdiction of federal and state courts located in Hennepin County, Minnesota.
8. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.