INVISUS

INVISUS ®
Copyright (C) 2001-2008 INVISUS, LLC
All Rights Reserved

INVISUS End-User License Agreement for the INVISUS® PC Security Solution

This Agreement is between you (either an individual or an entity) and INVISUS, LLC. (INVISUS). INVISUS is willing to grant you the following rights to use the INVISUS Computer Security Program, including the program CD and client Program, the services offered with the INVISUS Computer Security Program, and any of the accompanying functionality and documentation (collectively, the Program), only if you agree to be bound by all of the terms of this Agreement. By either using the Program or participating in its services, you agree to be bound by all the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement, INVISUS is unwilling to grant you any rights to use the Program or participate in its services and you must not use the Program.

You acknowledge that INVISUS is only providing you with the Program, and that INVISUS is providing technologies and tools from others, which you may use under their terms. INVISUS is not responsible for the results of using any of the technologies or tools not designed and published entirely by INVISUS and provided to you as a result of your use of the INVISUS Program. In addition, you have the ability to review any and all information included with the technologies and tools in the Program. INVISUS assumes no liability with regard to how such third party licensees employ their technologies, or use any information about your computer obtained through the use thereof.

1. OWNERSHIP. The Program is and shall remain the property of INVISUS. Except as specifically provided herein, INVISUS and INVISUS' technology suppliers shall retain ownership of all patents, copyrights, trademarks, trade names, trade secrets and all other proprietary rights relating to or which are or become a part of the Program. Except as provided in Section 2, you shall have no right, title or interest in or to the Program. The Program is licensed to you for your use only pursuant to the terms of this Agreement. If you use the Program, you are agreeing to be bound by all of the terms of this Agreement. Further, you will only own the media on which the Program has been provided, if any, and not the Program itself. You may not remove from the Program, or alter, any of the trademarks, trade names, logos, patent or copyright notices or markings, or add any other notices or markings to the Program.

2. GRANT OF LICENSE:

a. GRANT. INVISUS grants you a single-user, non-exclusive, restricted right, without right to sublicense, to use one (1) copy of the Program CD in the country in which you acquired the Program for your own internal purposes. Such use shall consist of loading the Program into the temporary memory (i.e., RAM) or installing the Program on the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of one computer.

b. NO IMPLIED LICENSES. There are no implied licenses granted to you of any of INVISUS' intellectual property rights to use the Program in combination with any other program, software or hardware; provided that the foregoing shall not prevent you from exercising its rights to use the Program as expressly granted by INVISUS under Section 2.a.

c. UPDATES. You understand that INVISUS may update the Program at any time. However, the provision of any such update in no way creates any obligation or duty by INVISUS to update the Program further. In addition, you agree that such updates, if any, shall become a part of the Program, and shall be subject to this Agreement.

3. RESTRICTIONS:

a. LIMITATIONS. You may not permit more than 1 user to use the Program over a network or by other means. You may make one copy of the Program solely for purposes of having a backup copy, provided that you reproduce on that copy all copyright notices and any other confidentiality or proprietary legends that are on the original copy of the Program.

b. RESERVATION OF RIGHTS. INVISUS reserves all rights in the Program not expressly granted to you. Except as permitted in Section 2, you may not use, copy, modify, create derivative works of, distribute, sell, assign, pledge, sublicense, lease, loan, rent, timeshare, deliver or otherwise transfer the Program, nor permit any other party to do any of the foregoing.

c. NO REVERSE ENGINEERING. You agree you will not under any circumstances attempt or knowingly permit or encourage others to attempt to de-compile, decipher, disassemble, reverse engineer or otherwise decrypt or discover the source code, algorithms, communications protocols, or other design aspects of all or any portion of the Program and the associated services. You shall not yourself, and shall not permit any third party to, make any changes to the INVISUS Program. You acknowledge and agree that exporting any portion of the INVISUS System and performing (or having any other party perform) any of the foregoing shall be considered a breach of this subsection c.
You acknowledge that INVISUS has invested substantial effort in creating the INVISUS System and would not make the Program available to you if you do not agree to the foregoing obligations.

4. NO WARRANTIES: THE PROGRAM IS BEING LICENSED TO YOU \"AS IS,\" WITHOUT WARRANTY OF ANY KIND. INVISUS AND INVISUS' SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU, IN WHICH CASE THE DURATION OF ANY SUCH WARRANTIES IS LIMITED TO NINETY (90) DAYS FROM THE DATE THE PROGRAM IS RECEIVED BY YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.

5. LIMITATION OF LIABILITY: INVISUS' AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM, REGARDLESS OF THE FORM OF THE ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT OR OTHERWISE), SHALL NOT EXCEED THE LICENSE FEES PAID BY YOU TO INVISUS, IF ANY. NO INVISUS SUPPLIER OR STRATEGIC PARTNER SHALL HAVE ANY LIABILITY WHATSOEVER UNDER THIS AGREEMENT. INVISUS AND INVISUS' SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF ACCESS OR DATA, OR INVASION OF PRIVACY), EVEN IF INVISUS OR SUCH SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INVISUS AND ITS SUPPLIERS DO NOT WARRANT THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN THE COMBINATIONS WHICH MAY BE SELECTED BY YOU OR THAT THE OPERATION OF THE PROGRAM OR INVISUS SYSTEM WILL BE SECURE, ERROR-FREE OR UNINTERRUPTED AND INVISUS HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. INVISUS SHALL NOT BE LIABLE FOR THE FUNCTION OR FAILURE TO FUNCTION OF ANY OF THE TESTS, FIXES OR SOLUTIONS NOT CREATED, PUBLISHED, AND PROVIDED ENTIRELY BY INVISUS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. INVISUS SHALL NOT BE LIABLE FOR ANY CLAIMS OF THIRD PARTIES RELATING TO THE PROGRAM.

THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY PROVISIONS CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF INVISUS'S BARGAIN HEREUNDER, AND INVISUS WOULD NOT AGREE TO PROVIDE THE PROGRAM TO YOU ABSENT SUCH LIMITATIONS.

6. TERMINATION: You may terminate this Agreement at any time. This Agreement shall terminate automatically upon your breach of any term of this Agreement. Upon termination, you shall destroy the Program and the backup copy, if any, you made pursuant to the Agreement, and promptly certify in writing to INVISUS that you have done so.

7. GOVERNMENT END USERS: The Program is a \"commercial item\", as such term is defined at 48 C.F.R. § 2.101 (OCT 1995), consisting of \"commercial Program\" and \"commercial computer Program documentation\", as such terms are used in 48 C.F.R. § 12.212 (SEPT 1995). Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4 (JUNE 1995), INVISUS provides the Program to U.S. Government end users (i) only as a commercial item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

8. EXPORT CONTROL: Since this Program is subject to the export control laws of the United States, you may not export or re-export the Program without the appropriate United States and foreign government licenses. You shall otherwise comply with all applicable export control laws and shall defend, indemnify and hold INVISUS and all INVISUS suppliers harmless from any claims arising out of your violation of such export control laws.

9. GENERAL: This Agreement shall for all purposes be governed by and interpreted in accordance with the laws of the State of Utah, and without regard to conflicts of laws principles. Any suit or proceeding hereunder shall be brought exclusively in the state and federal courts of Utah. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. This Agreement may not be assigned by you or amended without the prior written consent of both parties. Any purported assignment or amendment in derogation of the foregoing shall be void. No waiver (either express or as deemed implied by a court) of any breach of this Agreement by INVISUS shall be deemed to be a waiver of any prior or subsequent breach.

If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written.

INVISUS, LLC