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End-User License Agreement

THIS IS A CONTRACT, DO READ IT CAREFULLY, BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THIS SOFTWARE UNLESS YOU ACCEPT THIS AGREEMENT. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO ANY TERM OR CONDITION, YOU MAY NOT INSTALL OR RUN THIS SOFTWARE.

1. LICENSE:
 
Pro Softnet Inc., a California corporation, ('Pro Softnet') and the maker of Pro Softnet IDrive Portable software ('Pro Softnet Software') hereby grants to the purchaser (hereafter 'you') a personal, non-exclusive, non-transferable license (the 'License'), without the right to sublicense, to use the application, installation, utility, system, upgrade or other software accompanying this License, whether on disk, in read only memory, or on any other media (the 'Pro Softnet Software'), the related documentation and materials. The Pro Softnet Software is licensed for use in object code form only, for your internal use and only on a specific hardware system. The Pro Softnet Software is licensed, not sold, to you by Pro Softnet Inc. You own the media on which the Pro Softnet Software is recorded but Pro Softnet Inc. and/or Pro Softnet Inc.'s licensor(s) retain title to the Pro Softnet Software and to any copies, which this License authorizes you to make. You acknowledge that Pro Softnet Inc. and/or Pro Softnet Inc.'s licensor(s) (hereafter, collectively referred to as 'Pro Softnet') retain all other ownership rights connected with the Pro Softnet Software, including, without limitation, all copyrights, trademark rights, and all other intellectual property rights. You agree to refrain from any action, which would diminish such rights or would call them into question. You agree that this License shall apply to any software provided to you by Pro Softnet or Pro Softnet's representative as replacement or upgrade software to substitute for or to be used in conjunction with the software accompanying this License.

2. PERMITTED USES and RESTRICTIONS
 
This License allows you to install and use the Pro Softnet Software to enable you to execute backups from your system to the Pro softnet approved hardware (IDrive Portable) device. You may install and/or operate the Pro Softnet Software on one or more than one hardware unit at a time to facilitate backup from multiple PC's/Mac's onto the Pro softnet approved hardware (IDrive Portable) device. You may make a copy of the Pro Softnet Software in machine-readable form for backup purposes only. The backup copy must include all copyright notices and any other proprietary legends contained on the original copy of the Pro Softnet Software. You may use the Pro Softnet Software in a networked environment and transmit the Pro Softnet Software from one hardware system to another over a network. Except as permitted by applicable law and this License, you may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, create derivative works from the Pro Softnet Software or publish or transmit the Pro Softnet Software over a network. You may, however, transfer your rights under this License, provided you transfer the related documentation, this License, and a copy of the Pro Softnet Software to a party who agrees to accept the terms of this License and destroy any other copies of the Pro Softnet Software in your possession. Your rights under this License will terminate automatically without notice from Pro Softnet if you fail to comply with any term(s) of this License.
 
You may access the Pro Softnet Software and any corresponding services only through the interfaces and protocols provided or authorized by Pro Softnet Inc. You agree to abide by all laws and regulations in effect regarding your use of the Pro Softnet Software. Finally, you may not authorize or assist any third party to do any of the things prohibited in this paragraph.
 

3. CHANGES and UPGRADES
 
 Pro Softnet may change or discontinue any feature or component on the Pro Softnet Software at any time and without notice. Any supplemental software, fixes or upgrades ('Upgrades') may be subject to additional terms and conditions that will be presented to you at the time of such Upgrades. By installing and using the Upgrades, you agree to comply with such additional guidelines and rules.
 

4. LIMITED WARRANTY ON MEDIA
 
Pro Softnet Inc. warrants the media on which the Pro Softnet Inc. Software is delivered to be free from defects in materials and workmanship under normal use for a period of two (2) years from the date of original purchase. In the event of a defect during the warranty period, we will replace the defective product when the Purchaser returns it. This limited warranty will be considered void if the unit is tampered with, improperly serviced, has its security seal removed or is subject to misuse, negligence or accidental damage. This Warranty is limited to replacement of the defective product only and shall not cover any other damages. Any product returned to Pro Softnet Corporation that is not defective in materials or workmanship will be returned to the Purchaser at the Purchaser's expense. With respect to the use of this product, in no event shall the Company be liable for any loss of profit or any other commercial damage, including but not limited to special, incidental, consequential and other damages or costs incurred.

This Limited Warranty does not apply to damage that occurs during unpacking, setup, or installation; removal of the Product for repair; or reinstallation of the Product after repair.

THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS, OR IMPLIED. PRO SOFTNET INC. INC. SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES.

OBLIGATION OF PURCHASER:
  • The original purchase receipt from an authorized dealer must be retained as proof of purchase before warranty service will be rendered.
  • In order to obtain warranty service, the Product must be delivered with a Pro Softnet Inc. Return Merchandise Authorization (RMA) number, (any packages without this RMA Number will be refused).
  • Detailed description of the problem and a copy of the receipt.
  • Freight pre-paid to Pro Softnet Inc.'s RMA Center, in proper packaging (to avoid shipping damage).
  • Pro Softnet Inc. is not responsible for late, lost, or misdirected packages.

The replacement product will be returned to owner, freight pre-paid via UPS Ground only, within 30 days of receipt. Any other method of shipping (FedEx, Certified Mail, etc.) will be at the Purchaser's expense.

Contact our Technical Support Dept. for further instructions on how to return your product.

For additional details, also see:
http://www.idrive.com/portable/legal/terms_return_packing_information.htm

ANY SHIPPING, CUSTOMS, TARIFFS COST, ETC. TO OR FROM OUR CUSTOMERS OUTSIDE THE UNITED STATES IS SOLELY THEIR RESPONSIBILITY.
 

5. DISCLAIMER OF WARRANTY ON PRO SOFTNET SOFTWARE
 
You expressly acknowledge and agree that use of the Pro Softnet Software is at your sole risk. The Pro Softnet Software is provided 'AS IS,' 'WITH ALL FAULTS' and without warranty of any kind.

You, not Pro Softnet, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all data that you transfer through the Pro Softnet Software and Pro Softnet shall not be responsible or liable for the deletion, corruption, destruction, damage, loss or failure to store any data. It is your responsibility to verify that all desired files are successfully backed up after you make a transfer using the Pro Softnet Software.

PRO SOFTNET EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES THAT THE PRO SOFTNET SOFTWARE AND SERVICES DISTRIBUTED BY PRO SOFTNET ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. PRO SOFTNET DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRO SOFTNET SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE PRO SOFTNET SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRO SOFTNET SOFTWARE WILL BE CORRECTED. FURTHERMORE, PRO SOFTNET DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRO SOFTNET SOFTWARE OR RELATED DOCUMENTATION OR SUPPORT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PRO SOFTNET OR AN AUTHORIZED REPRESENTATIVE OF PRO SOFTNET SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE PRO SOFTNET SOFTWARE PROVE DEFECTIVE, YOU (AND NOT PRO SOFTNET OR AN AUTHORIZED REPRESENTATIVE OF PRO SOFTNET) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
 

6. LIMITATION OF LIABILITY
 
PRO SOFTNET AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, INABILITY TO USE, OR RELIANCE UPON THE PRO SOFTNET SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST OR MISDIRECTED DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF PRO SOFTNET KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, PRO SOFTNET'S LIABILITY, AND THE LIABILITY OF ITS SUPPLIERS, SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. In no event shall Pro Softnet's total liability to you for all damages exceed the amount paid for the media on which the Pro Softnet Software was delivered to you.
 

7. INDEMNIFICATION
 
You agree to defend, indemnify, and hold harmless Pro Softnet and its parent and other affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of the Pro Softnet Software. Pro Softnet reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Pro Softnet in asserting any available defenses.
 

8. EXPORT LAW RESTRICTIONS
 
Pro Softnet controls and operates this Service from its location in the United States of America and is subject to the United States Export Administration Laws and Regulations. Pro Softnet makes no representation that the Pro Softnet Software is appropriate or available for use in other locations. You agree that the Pro Softnet Software will not be exported outside the United States except as authorized by United States law. You also agree that Pro Softnet Software that has been rightfully obtained outside of the United States shall not be exported except as authorized by the laws of the United States and of the jurisdiction in which the Pro Softnet Software was obtained.
 

9. TERMINATION
 
Pro Softnet may cancel or suspend your license and use of the Pro Softnet Software immediately and without notice, if there has been a violation of this License or if you have failed to pay your applicable license fee. You remain responsible for paying any amounts owed on your account at the time your license is terminated or cancelled. In addition to any other remedy available to Pro Softnet Inc., you agree that Pro Softnet may seek immediate injunctive relief in the event of a breach of this license by you or any of your officers, employees or agents.
 

10. CONTROLLING LAW and SEVERABILITY
 
This License shall be governed by the laws of the United States and the State of California. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. You further agree that any disputes or claims that you may have against Pro Softnet will be resolved by a court located in the State of California.

BY AGREEING TO THIS LICENSE AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST PRO SOFTNET BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE STATE OF CALIFORNIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH PRO SOFTNET; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE STATE OF CALIFORNIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS.
 

11. COMPLETE AGREEMENT
 
This License constitutes the entire agreement between the parties with respect to the use of the Pro Softnet Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by Pro Softnet. Pro Softnet may assign this contract at any time without notice to you.
 

12. ELECTRONIC TRANSACTIONS
 
Your affirmative act of purchasing a license and installing the Pro Softnet Software constitutes your consent to enter into agreements with Pro Softnet electronically. You also agree that Pro Softnet may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Pro Softnet Software (collectively, 'Notices'). Pro Softnet can send you electronic Notices to the e-mail address that you provided to Pro Softnet during registration. The delivery of any Notice from us is effective when sent by Pro Softnet, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.