THIS END USER LICENSE AGREEMENT ("EULA") for the Unrealty Client v1.01 software program, including any documentation (collectively "Software") is made by and between IT FUTURE, INC., a Maryland corporation, with principal offices at 4314 Montgomery Avenue, Bethesda, Maryland 20814 ("ITF"), and any person who accepts the terms of this EULA and/or downloads, installs, copies or uses the Software to automatically accept the terms of this EULA ("You" or "Your"), who agree as follows:
BY CLICKING THE "I AGREE" BUTTON, OR DOWNLOADING, INSTALLING, COPYING OR USING THE SOFTWARE, YOU AUTOMATICALLY AND IRREVOCABLY AGREE TO ALL OF THE TERMS OF THIS EULA WITH ITF. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, YOU MUST CLICK THE "CANCEL" BUTTON AND EXIT.
YOUR CONTINUED ACCEPTANCE OF AND COMPLIANCE WITH THE TERMS OF THIS EULA ARE A CONDITION PRECEDENT OF YOUR LICENSED RIGHT TO DOWNLOAD, INSTALL, COPY AND/OR USE THE SOFTWARE. DOWNLOADING, INSTALLING, COPYING AND/OR USING THE SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THIS EULA, INCLUDING ALL OF ITS TERMS.
YOU MAY PRINT A COPY OF THIS EULA FOR REVIEW AT ANY TIME PRIOR TO OR AFTER CLICKING THE "I ACCEPT" ICON. ITF AND YOU ARE COLLECTIVELY REFERRED TO AS THE "PARTIES."
THE PARTIES AGREE THAT THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT, MD. CODE ANN., COMMERCIAL LAW, ºº 21-101 ET SEQ. ("UCITA"), SHALL NOT APPLY TO THIS TRANSACTION, PURSUANT TO UCITA º 21-104, AND THAT THIS TERM, WHICH CHANGES THE EXTENT TO WHICH UCITA APPLIES TO THIS TRANSACTION, IS CONSPICUOUS.
1. LICENSE & PROPRIETARY RIGHTS.
a. Software License. Subject to the terms of this EULA, ITF grants to You, and You accept from ITF, a non-exclusive, non-transferable, revocable license to download, install, copy and use an unlimited number of copies of the Software, in object code form, for Your personal use to view and interact with Unrealty locales within the context of the permitted uses of the Unrealty locales enabled by the Software. Your compliance with all terms of this EULA is a condition precedent to the grant and/or continuance of this Software license.
b. Restrictions. Except as expressly permitted in this EULA, You may not: (i) copy, store, reproduce, transmit, distribute, display, rent, lease, license, transfer, sell, modify, alter or commercially exploit the Software or any part thereof; (ii) offer the Software on a pay-per-use basis or use the Software for any commercial purpose; (iii) reverse engineer, decompile, disassemble, translate or create any derivative work of the Software or any part thereof; (iv) erase or remove any proprietary or intellectual property notice contained in or on the Software, any part thereof, or any information displayed, transmitted or printed from the Software; or (v) use or permit use of the Software for or by any person other than You. You may not distribute the Software to any person; however You may assist ITF's licensing of the Software to others by emailing a link to http://www.it-future.com/unrealty/client to any person or displaying a link to http://www.it-future.com/unrealty/client on Your website.
c. Proprietary Rights & Trade Secrets. You do not acquire any right, title or interest in the Software, except as expressly set forth in this EULA. ITF shall at all times retain its rights in the Software and all subsequent copies of the Software, regardless of the form or media in or on which the original and other copies may subsequently exist. This license is not a sale of the Software, any copy or subsequent copy or a transfer of copyright in or ownership of the Software or any copy thereof. You acknowledge that: (i) the Software includes unpublished, licensed works and/or trade secrets of ITF and its intellectual property providers ("IPP"); (ii) ITF and its IPP derive independent economic advantages from the possession and use of the Software; and (iii) the Software is maintained in confidence and subject to reasonable precautions to protect the Software from unauthorized disclosure and use.
d. Updates, Upgrades &Marks. This EULA does not grant You a right to or license of any updates or upgrades of the Software that ITF may create or distribute. However, if ITF provides or makes available any update or upgrade of the Software to You without requiring Your agreement to a separate or new license agreement, then such updates or upgrades shall be considered a part of the Software for all purposes of this EULA. IT Future, IT-Future and Unrealty are trademarks of ITF.
2. DISCLAIMER OF WARRANTIES.
THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. ITF DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INTENDED PURPOSE AND/OR ACCURACY. ITF DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE SOFTWARE IN TERMS OF ACCURACY, RELIABILITY, CURRENTNESS, COMPLETENESS, FUNCTIONALITY, INTENDED PURPOSE OR OTHERWISE. ITF 'S WARRANTIES WILL NOT BE ENLARGED, DIMINISHED OR AFFECTED BY, AND NO OBLIGATION OR LIABILITY WILL ARISE OR GROW OUT OF, ITF 'S RENDERING OF SERVICES OR ANY OTHER ADVICE OR SERVICE IN CONNECTION WITH THE SOFTWARE.
YOU UNDERSTAND THAT THE SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN CONNECTION WITH ON-LINE CONTROL EQUIPMENT IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, SUCH AS IN THE OPERATION OF NUCLEAR FACILITIES, TRANSPORTATION OR AIRCRAFT SIMULATION, NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE ("HIGH RISK ACTIVITIES"). ITF SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR HIGH RISK ACTIVITIES.
3. LIMITATION OF LIABILITY.
IN NO EVENT SHALL ITF BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS EULA OR ITS SUBJECT MATTER, WHETHER AN ACTION BASED UPON CONTRACT, TORT OR OTHERWISE. IN NO EVENT SHALL THE LIABILITY OF ITF FOR ANY AND ALL CLAIMS HEREUNDER BY YOU OR ANY OTHER PERSON EXCEED ONE HUNDRED DOLLARS ($100). ITF SHALL HAVE NO LIABILITY IF THE SOFTWARE OR ANY PORTION THEREOF HAS BEEN MISUSED IN ANY WAY OR ACCESSED, ALTERED OR MODIFIED BY YOU OR ANY PERSON OTHER THAN ITF. IN NO EVENT SHALL ITF BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES OR FINANCIAL LOSS DUE TO ANY DAMAGE TO, OR DEGRADATION OR LOSS OF ANY DATA, INFORMATION OR WORK PRODUCT OF YOU IN CONNECTION WITH THE SOFTWARE AND/OR DUE TO OR ARISING FROM ANY USE OR INABILITY TO USE THE SOFTWARE. SOME STATES PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THUS THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SOFTWARE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE FOR YOU TO DISCONTINUE USE OF THE SOFTWARE.
4. TERM & TERMINATION. This EULA shall commence on Your act of clicking the "I ACCEPT" icon and remain in effect for one (1) year, unless earlier terminated by ITF or You. You may terminate this EULA by erasing and removing all copies of the Software from any computer equipment and/or media in Your possession, custody and control. ITF may terminate this EULA upon notice by email or mail to You in the event of breach of any term of this EULA. This EULA shall automatically terminate in the event You fail to comply with any term of this EULA.
5. EXPORT RESTRICTIONS. The Software is subject to applicable export restrictions of the United States. You may not export or re-export, directly or indirectly, the Software or any part thereof to any person in or citizen of any country prohibited by any U.S. law, including the U.S. Export Administration Act, and/or regulations promulgated thereunder, as may be amended. You acknowledge that you are not located in or a citizen of any country into which the export of the Software is prohibited by any U.S. law, including the U.S. Export Administration Act, and/or regulations promulgated thereunder, as may be amended.
6. RESTRICTED RIGHTS & IMMUNITY WAIVER. If the Software is licensed for or on behalf of the United States of America or any of its agencies and/or instrumentalities ("Government"), it is provided with Restricted Rights. Use, duplication or disclosure by the Government is subject to the terms of this EULA and the restricted rights applicable to commercial computer software as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, or other similar regulations of other agencies, as applicable. Manufacturer is IF Future, Inc., 4314 Montgomery Avenue, Bethesda, Maryland 20814 U.S.A. If the Software is licensed for or on behalf of a State of the U.S. or any State agency and/or instrumentality, the State waives sovereign immunity with respect to all claims by ITF and/or its IPP and agrees to comply with U.S. copyright laws, including liability for copyright infringement.
7. GENERAL TERMS.
a. Assignment. You may not assign or otherwise transfer this EULA or the license granted hereunder or delegate any of Your duties hereunder, in whole or in part. Any attempt of assignment or transfer shall be void, of no effect and a material breach of this EULA.
b. Waiver. No failure or delay by either party in exercising any right, power or remedy with respect to any of the terms of this EULA shall operate as a waiver thereof.
c. Modification. ITF reserves the right to amend or modify this EULA or any term thereof, from time to time, by posting an amended or modified EULA at the same location of this EULA.
d. Severability. In the event any term of this EULA is found by a court of competent jurisdiction to be invalid, void or unenforceable, the parties agree that unless it materially affects the entire intent and purpose of the EULA, the invalidity, voidness, or unenforceability shall affect neither the validity of this EULA nor the remaining terms herein, and the term in question shall be deemed to be replaced with a valid and enforceable term most closely reflecting the intent and purpose of the original term.
e. Survival. The terms of Sections 1(b), 1(c), 1(d), 2, 3, 5, 6 and 7 shall survive any termination or expiration of this EULA. You agree to erase and remove all copies of the Software from any computer equipment and/or media in Your possession, custody or control upon any termination or expiration of this EULA.
f. Enforcement. You acknowledge that any breach, threatened or actual, of any term of Section 1 hereof by You will cause irreparable injury to ITF, such injury would not be quantifiable in monetary damages and ITF would not have an adequate remedy at law. You therefore agree that ITF shall be entitled, in addition to other available remedies, to seek an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of Your obligations under any term of Section 1. You irrevocably submit and consent, and irrevocably waive any and all objections which You may now or hereafter have, to process being served in any such suit, action or proceeding arising out of or relating to this EULA and/or the Software pursuant to the rules of the applicable federal or state court in the State of Maryland. You waive any requirement that ITF post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to ITF to enforce any term of Section 1.
g. Applicable Law, Forum & Limitations. This EULA shall be governed by and enforced in accordance with the laws of the State of Maryland and the United States. Except as provided in Section 7(f), any claim or dispute arising out of or relating to this EULA and/or the Software shall be subject to binding arbitration before the American Arbitration Association in Washington, D.C. Any notice of arbitration of a claim or dispute by You shall be initiated within one (1) year after the claim or dispute first arose or shall be barred.
h. Evidence. This EULA and Your acceptance of this EULA by clicking the "I ACCEPT" icon constitutes Your original signature in electronic form, and shall be considered an original document or record with authenticated signature admissible into evidence.
i. Entire Agreement. This EULA constitutes the complete and exclusive agreement between the Parties with respect to the Software and supersedes all prior or contemporaneous communications, representations, statements and/or understandings, oral or written, concerning the Software.
