Terms & Conditions

 

DigitalClone® Software License Agreement

This binding software license agreement (the “Agreement“) sets forth the terms under which Sentient Services Corp. (“Licensor“) covers the use of the DigitalClone software (the “Software“) from execution hereof, and subject to the terms agreed between Licensor and the customer (“You“) whose name is indicated in the order form which accompanies this Agreement (“Order Form“).

Right to use the Software.

Subject to the terms of this Agreement, Licensor grants You a limited non-exclusive, non-transferable, revocable and non-sublicensable right to use the Software for Your internal business purposes.

You may not resell, rent, lease, transfer, lend, timeshare, assign, display or otherwise permit others to use the Software.

You may not permit the use of the Software by persons other than Your employees and consultants. You are responsible for ensuring that Your employees and consultants comply with the terms of this Agreement, and You will be liable for any breach of this Agreement by Your employees or consultants.

Access to the Software. You may access the Software either on Licensor’s website (Software as a Service) or using one or more Software licensing management and security tools or devices (each a “License Key“) made available to you by Licensor.

If you access the Software on Licensor’s website, You shall create an account. Licensor may ask you to provide certain personally identifiable information to create the account. You shall submit only true, complete and accurate information. Your information is protected by Licensor in accordance with Licensor’s privacy policy.

You agree to maintain your account password in absolute confidentiality and refrain from disclosing the password to others.

Registration for and use of the Service may require payment of registration fees and/or ongoing service fees.

If you access the Software using a License Key, You will be responsible for installation of the Software on Your network. You may not modify the License Key.

Lawful use only. You shall use the Software in compliance with all applicable laws, rules and regulations. You may not use the Software for any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, foreign law or industry standard, including, without limitation, any applicable laws and regulations governing privacy, mass email, spam, export control, consumer protection, unfair competition and false advertising. Additionally, You must not use the Service for any activity that will be deemed, or encourages activity that will be deemed as threatening, harassing, anti-competitive, misleading, libelous, defamatory, obscene, pornographic, profane or otherwise objectionable.

You agree that you shall not:

  1. use the Software to store or transmit any viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
  2. interfere with or disrupt the integrity or performance of the Software;
  3. decompile or reverse engineer the Service;
  4. copy the Software, except for Your own internal business or back-up purposes.

The above restrictions will survive the termination of this Agreement.

Fees. In consideration for the right to use the Software, You will pay a non-refundable subscription fee in the amount and payment terms stated in the Order Form.

Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws“). In addition, if the Software is identified as an export controlled item under the Export Laws, You represent and warrant that You are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any country to which the United States embargoes goods) and that You are not otherwise prohibited under the Export Laws from receiving the Software.

Agreement Term. Unless otherwise agreed in the Order Form, the term of this Agreement will commence on the Effective Date and continue for twelve (12) months thereafter (the “Initial Term”). Following the Initial Term, the Agreement will automatically renew for an additional twelve (12) months (each, a “Renewal Term“), unless either party notifies the other party of such party’s wish to terminate the Agreement, no later than thirty (30) days prior to the end of the Renewal Term. The Agreement will terminate at the end of the Renewal Term in which such notice was delivered. The provisions of the Agreement will apply to the Renewal Terms, with necessary changes having been taken into account.

For the purposes of this section, “Effective Date” means the date in which both Parties’ authorized representatives duly executed this Agreement.

Service quality and availability. Licensor will use reasonable efforts to operate the Software on its website efficiently, secured and available at all times. If Licensor receives a notice of any failure or malfunction, Licensor will use commercially reasonable efforts to regain the full availability as soon as possible.

LICENSOR MAY EMPLOY TECHNOLOGICAL MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE USE OF THE SOFTWARE. SOFTWARE MAY TERMINATE YOUR ACCOUNT OR DEACTIVE YOUR LICENSE KEY AT LICENSOR’S SOLE DISCRETION, IF LICENSOR DEEMS YOUR USE OF THE SOFTWARE TO BE FRAUDULENT OR ABUSIVE.

Modifications to the Software. Licensor may modify, adapt or change the Service, or any of its features, user interface and design, the extent and availability of the content in it and any other aspect related to it. If you use a License Key, such modifications may be conveyed to You through updates or new releases. New releases, if and when released, may entail an additional charge.

Confidentiality. You acknowledge that the Software and all elements thereof, and Licensor’s business practices, documentation, tutorials, presentations and training material, constitute confidential information and are Licensor’s own or Licensor’s third party data service providers’ proprietary. You will treat all such information as confidential material in a manner no less protective than You use to protect Your own similar assets, but in no event less than reasonable care. You will maintain in strict confidentiality any information regarding the Software’s functionality, capabilities, structure, design and all other details related thereto, any of Licensor’s business practices, tutorials and training material, and will not disclose them, or have them disclosed, directly or indirectly to any third party without Licensor’s prior written consent.

If either you or Licensor is compelled by law to disclose confidential information of the other party, the party so compelled will provide the other party a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

Privacy. Licensor collects, stores and uses personal details of Your authorized users and contact persons in accordance with Licensor’s privacy notice that is located at: www.sentientscience.com.

LIMITED WARRANTY.

If you access the Software using a License Key, Licensor warrants only to YOU that the Software will perform substantially in accordance with the accompanying documentation for the ninety (90) day period following receipt of the License Key when used on the recommended operating system and hardware configuration. Non-substantial variations of performance from the documentation does not establish a warranty right. Your exclusive remedy and Licensor’s entire liability under this limited warranty shall be, at Licensor’s options, to repair or replace the License Key or any part thereof.

If you access the Software as a Service on Licensor’s website, Licensor will use reasonable efforts to operate the Software as a Service efficiently and maintain its availability at all times. However, certain risks are nevertheless inherent in the transmission of information over the Internet and the storage of data on network servers. Licensor does not warrant that the Software as a Service will operate in an uninterrupted or error-free manner at all times.

EXCEPT FOR THE WARRANTIES SPECIFICALLY GRANTED HEREIN, THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE SERVICE OR CLOUD STORAGE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, ACCURACY, COMPLETENESS CORRECTNESS, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE OR PERFORMANCE OF SERVICE, WHICH IS NOT CONTAINED IN THIS AGREEMENT. SHALL BE DEEMED TO BE A WARRANTY BY LICENSOR FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF LICENSOR WHATSOEVER. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE OR THAT THE OPERATION OF THE SOFTWARE WILL BE SECURE OR UNINTERRUPTED. LICENSOR MAKES NO WARRANTY CONCERNING THE COMBINATION OF THE SOFTWARE WITH THE LICENSEE’S OR THIRD PARTY COMPONENTS OR SOFTWARE. LICENSOR DOES NOT WARRANT THE RESULTS OR ANALYSIS THAT MAY BE OBTAINED BY USING THE SOFTWARE.

LIMITED LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, LICENSOR, WILL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFIT, OR EXPENSES OF ANY KIND, ARISING FROM, OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR YOUR ACCESS TO THE SOFTWARE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE. LICENSOR WILL NOT BE LIABLE FOR ANY AMOUNT IN WHICH EXCEEDS THE SUBSCRIPTION FEES ACTUALLY PAID TO LICENSOR BY YOU IN THE TWELVE MONTHS PRECEDING THE OCCURRENCE OF THE CLAIMED DAMAGE.

Intellectual Property.

All rights, title and interest in and to the Software and Licensor’s website are and will remain at all times, owned by, or licensed to Licensor. This Agreement provides You a right to use the Software only and does not provide You any ownership rights.

Ownership. The Software includes proprietary and confidential materials and products of Licensor and its licensors, protected under copyright, patent, trade secret laws and international treaties, and other intellectual property right laws and treaties. You acknowledge and agree that Licensor and its licensors solely own and shall retain all right, title and interest, including intellectual property rights, in or to the Software. This Agreement does not convey to You an interest in or to the Software but only a limited right of use, revocable in accordance with the terms of this Agreement.

Termination. Licensor may terminate this Agreement if You materially breach this Agreement and have failed to cure the breach within seven (7) calendar days of transmission of notice of breach. To effect such termination, Licensor may deactivate your account and/or License Key. Termination does not give rise to any right to a refund or credit of subscription or other fees paid by You to Licensor.

Trademarks. DigitalClone other names, logosoricons identifying Licensor and its products are trademarks of Licensor.

General Provisions.

This Agreement together with the accompanying Order Form and the accompanying documentation constitute the entire agreement between you and Licensor concerning the license of the Software.

This Agreement shall be governed by the laws of the State of New York, without giving effect to any principles of conflicts of laws thereof, and the state and federal courts sitting in New York, New York, shall have exclusive jurisdiction over all disputes between the parties.

You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein without the consent of Licensor.

Licensor may change the terms of this Agreement at any time upon written notice to You. Your continued use of the Software after delivery of such notice constitutes your acceptance of the revised terms.