SOFTWARE LICENSE AGREEMENT AND WARRANTY STATEMENT
(End-User Perpetual License/Redistribution Prohibited)
COPPERFASTEN TECHNOLOGIES (T/A TITANHQ) IS WILLING TO LICENSE THE SOFTWARE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE, AS DOWNLOADING INSTALLING OR USING THE SOFTWARE WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU DO NOT AGREE WITH THESE TERMS, THEN TITANHQ IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CONTACT TITANHQ AND RECEIVE A FULL REFUND.
1. The Software. The Software licensed under this Agreement consists of computer programs, data compilation(s), and documentation referred to as WebTitan ISO, WebTitan for VMware©, WebTitan Cloud, WebTitan Gateway, WebTitan for Service Providers, WebTitan for Wifi, SpamTitan ISO or SpamTitan for VMware©, SpamTitan Gateway, SpamTitan Cloud, SpamTitan for Service Providers, ArcTitan (the "Software").
2. Perpetual Term. The term of the license granted herein shall be perpetual unless terminated by written notice by You for convenience or terminated by either party for material breach.
3. License Grant (Single CPU or Network; Per CPU).You are granted non-exclusive rights to install and use the Software on any single computer and/or transmit the Software over an internal computer network, provided that:
4. Restrictions. You may not: (i) permit others to use the Software, except as expressly provided above for authorized network use; (ii) modify or translate the Software; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Software; (v) merge the Software with another product; (vi) copy the Software, except as expressly provided above; or (vii) remove or obscure any proprietary rights notices or labels on the Software.
5. Transfers. You may not transfer the Software or any rights under this Agreement without the prior written consent of TitanHQ, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
6. Ownership. TitanHQ and its suppliers own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides you only a limited use license, and no ownership of any intellectual property.
LIMITED WARRANTY STATEMENT; LIMITATION OF LIABILITY. TitanHQ warrants only to You that the Software shall perform substantially in accordance with accompanying documentation under normal use for a period of ninety (90) days from the purchase date. The entire and exclusive liability and remedy for breach of this Limited Warranty shall be, at TitamHQ's option, either (i) return of the list price of the Software, or (ii) replacement of defective Software and/or documentation provided the Software and/or documentation is returned to TitanHQ with a copy of your purchase confirmation. TITANHQ AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty. If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO ninety (90) days FROM THE PURCHASE DATE. Some states do not allow limitations on how long an implied warranty may last, so the above limitations may not apply to You. This warranty gives you specific rights, and You may have other rights which vary from state to state.
INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL TITANHQ OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF TITANHQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IN NO EVENT SHALL TITANHQ’S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE.
The software is only compatible with certain computers and operating systems. The software is not warranted for non-compatible systems. Call TitanHQ or your dealer for information about compatibility.
Non-TitanHQ Products. The Software may include or be bundled with other software programs licensed or sold by a licensor other than TitanHQ. TitanHQ does not warrant non-TitanHQ products. Any warranty service for TitanHQ products is provided by the product licensor in accordance with the applicable licensor warranty.
MISCELLANEOUS. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement is governed by the laws of the Republic of Ireland, Europe. Any action at law relating to this Agreement may only be brought before the courts of competent jurisdiction of Ireland. This license is written in English and English is its controlling language.
U.S.GOVERNMENT END USERS. The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is TitanHQ, 1st Floor, Mazars Place, Salthill, Galway, Ireland.