End-User License Agreement For CounterCloud Software
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE
AGREEMENT CAREFULLY BEFORE CONTINUING WITH THIS PROGRAM INSTALLATION
Nuvolect’s End-User License Agreement (“EULA”) is a legal agreement
between you (either an individual or a single entity) and Nuvolect
LLC. for the CounterCloud Software identified above which may include
associated software components, media, printed materials, and “online”
or electronic documentation (“CounterCloud Software”). By installing,
copying, or otherwise using the CounterCloud Software, you agree to be
bound by the terms of this EULA. If you do not agree to the terms of
this EULA, do not install or use the CounterCloud Software. The
CounterCloud Software is protected by copyright laws and international
copyright treaties, as well as other intellectual property laws and
treaties. The CounterCloud SOFTWARE is licensed, not sold. This
agreement was last changed on August 12, 2014.
1. GRANT OF LICENSE
The CounterCloud Software is licensed as follows:
Installation and Use
NUVOLECT grants you the right to
install and use copies of the CounterCloud Software on your device
running a validly licensed copy of the operating system for which the
CounterCloud Software was designed.
You may also make copies of the
CounterCloud Software as may be necessary for backup and archival
2. OTHER RIGHTS AND DUTIES
Maintenance of Copyright Notices
You must not remove
or alter any copyright notices on any and all copies of the
You may not distribute registered copies
of the CounterCloud Software to third parties, whether such
distribution is for a fee or for free, except that you may distribute
evaluation versions, available for download from the NUVOLECT
website. You may not charge for distribution of evaluation versions.
Prohibition on Reverse Engineering, Decompilation, and
You may not reverse engineer, decompile, or
disassemble the CounterCloud Software, except and only to the extent
that such activity is expressly permitted by applicable law
notwithstanding this limitation.
NUVOLECT may provide you with support
services related to the CounterCloud Software (“Support Services”).
Any supplemental software code provided to you as part of the Support
Services shall be considered part of the CounterCloud Software and
subject to the terms and conditions of this EULA.
Compliance with Applicable Laws
You must comply with
all applicable laws regarding use of the CounterCloud Software.
Without prejudice to any other rights, NUVOLECT may terminate this
EULA if you fail to comply with the terms and conditions of this EULA.
In such event, you must destroy all copies of the CounterCloud
Software in your possession.
All title, including but not limited to copyrights, in and to the
CounterCloud Software and any copies thereof are owned by NUVOLECT or
its suppliers. All title and intellectual property rights in and to
the content which may be accessed through use of the CounterCloud
Software is the property of the respective content owner and may be
protected by applicable copyright or other intellectual property laws
and treaties. This EULA grants you no rights to use such content. All
rights not expressly granted are reserved by NUVOLECT.
NUVOLECT, CounterCloud, and the CounterCloud Logo are trademarks of
Nuvolect. You are not authorized to use those trademarks to assert or
suggest any endorsement of your activities by Nuvolect LLC.
6. LIMITATIONS ON YOUR RIGHT TO RECOVER
This section contains important limitations to your rights to recover
damages from NUVOLECT in the event of a dispute. Certain sections are
required by law to be made conspicuous. Those sections are presented
in bold, italic type. Please read this section carefully.
Disclaimer of Warranties
NUVOLECT disclaims all
warranties in the software. NUVOLECT expressly disclaims the warranty
of merchantablity. NUVOLECT expressly disclaims the warranty of
fitness for a particular purpose.
Limitation of Liability
You use the CounterCloud
Software at your own risk. NUVOLECT will not be liable for damages
arising from or related to your use of the CounterCloud Software,
regardless of the form of action, whether in contract, tort, strict
product liability or any other theory of damages, even if you have
been advised of the possibility of such damages.
As the exclusive means of resolving any
disputes arising out of or relating to this agreement, except those
described below in the section “Intellectual Property Disputes,” you
may submit any such dispute to arbitration administered by the
American Arbitration Association under its commercial arbitration
rules, and you consent to any such dispute being so submitted.
Judgment on the award rendered in any such arbitration may be entered
in any court having jurisdiction.
As an alternative or supplement to
arbitration, NUVOLECT, at its option, may obtain in any court of
competent jurisdiction injunctive relief against conduct or threatened
conduct for which no adequate remedy at law may be available or which
may cause NUVOLECT irreparable harm. In seeking injunctive relief,
NUVOLECT is not limited by the terms of this contract addressing forum
7. GENERAL AGREEMENT CLAUSES
The following clauses address miscellaneous issues that may arise
during the existence of this contract.
Assignment of Rights and Delegation of Duties
not assign the rights granted to you by this Agreement or delegate the
duties assigned to you by this Agreement without NUVOLECT’s prior
written consent. In the event you attempt to assign your rights or
delegate your duties, any purported assignment or delegation is void.
NUVOLECT may assign the rights granted in this Agreement or delegate
the duties it assumes under this Agreement at any time without
notifying you or obtaining your consent.
No provision in this Agreement may be waived.
Neither trade usage nor a course of dealings between NUVOLECT and you
will operate as a waiver of a provision of this Agreement.
The laws of the State of Florida,
without regard to Florida conflict of laws provisions, governs this
Agreement and any dispute arising out of or related to it.
This document constitutes the sole
expression of your agreement with NUVOLECT The provisions of this
Agreement cannot be explained or modified orally or through evidence
of trade usage or a course of dealings. No provisions of this
Agreement may be added or deleted orally or through evidence of trade
usage or a course of dealings.
If any provision of this Agreement is
judged unenforceable the remaining provisions of this Agreement remain
in full force, if the essential terms of this Agreement remain
The Courts in the State of Florida, either
Federal Courts or State Courts, are the only venues in which a suit
arising out of or related to this Agreement may be adjudicated, with
the exception that judgment on an award in arbitration of this
agreement may be entered in any court having jurisdiction.
Headers For Convenience
Headers in this Agreement are
provided for convenience only.