PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE CRYPTODROP™ SOFTWARE THAT ACCOMPANIES THIS SOFTWARE LICENSE AGREEMENT OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE "SOFTWARE"). THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT AND THE CRYPTODROP ORDERING DOCUMENT YOU EXECUTED OR AGREED TO, AND (WHERE APPLICABLE) ANY CRYPTODROP LICENSE KEY INFORMATION, IN EACH CASE GOVERNING YOUR LICENSE TO THE SOFTWARE (COLLECTIVELY, THE "PURCHASE RECEIPT") (THIS SOFTWARE LICENSE AGREEMENT AND THE PURCHASE RECEIPT COLLECTIVELY, THIS "AGREEMENT") ARE AN AGREEMENT BETWEEN YOU AND CRYPTODROP LLC ("CRYPTODROP") AND GOVERN USE OF THE SOFTWARE UNLESS YOU AND CRYPTODROP HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT GOVERNING USE OF THE SOFTWARE. "CRYPTODROP" MEANS CRYPTODROP LLC, A FLORIDA LIMITED LIABILITY CORPORATION. THIS SOFTWARE LICENSE AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF YOU ARE RESIDENT IN THE U.S. AND A CRYPTODROP CUSTOMER, THESE AFFECT YOUR RIGHTS TO RESOLVE A DISPUTE WITH CRYPTODROP, AND YOU SHOULD READ THEM CAREFULLY. FOR EXAMPLE, EXCEPT IF YOU OPT OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE "Agreement to Arbitrate" SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND CRYPTODROP WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE USING THE LICENSED SOFTWARE. THIS IS A LEGAL AND ENFORCEABLE CONTRACT BETWEEN YOU AND CRYPTODROP. BY CLICKING THE “I AGREE” OR “YES” BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR LOADING THE LICENSED SOFTWARE OR OTHERWISE USING THE LICENSED SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT AGREE” OR “NO” BUTTON OR OTHERWISE INDICATE REFUSAL AND MAKE NO FURTHER USE OF THE LICENSED SOFTWARE.1. License.
Conditioned upon your compliance with the terms and conditions of this Agreement, CryptoDrop grants you a non-exclusive and non-transferable license to Execute the Software solely in executable form. The foregoing license permits Execution of the Software on up to two single Devices (for example, a desktop and laptop computer that you own). For purposes of this Agreement, "Execute" and "Execution" means to load, install, and/or run the Software locally on a single Device in order to benefit from its functionality as designed by CryptoDrop.2. License Restrictions.
If you are a user of the CryptoDrop Free Version, your license permits you to use the Software solely for your personal, non-commercial purposes; the Software may not be used on any Device that is used in a business or for business purposes. If you are a user of the CryptoDrop Fast Recovery Version, your license permits you to use the Software either for non-commercial purposes, or if you are a business user, solely for your internal business purposes. Other than for the sole purpose of assisting the management and administration of Software on Devices within a network, you may not combine the Software with any third party script, application, hardware or tools which would cause it to run on an automated or unattended basis. For either the Free or Fast Recover Versions, once the Softwre has been Executed on a Device, you may transfer the Software to one additional Device, to a maximum of two Devices containing copies of the Software. You may not transfer the Software to a different user, except that once installed onto a Device, the Software may be operated by any person directly using the Device (i.e., not remotely), provided that you are responsible for each such person's operation of the Software. You may make one copy of the Software for back-up or archival purposes, or copy the Software onto the hard disk of your Device and retain the original for back-up or archival purposes.
You must have a license to the Software for every Device on which you operate the Software. You may run the Software on a network, provided that you have a license to the Software for each: (1) Device that the Software is Executed on; and (2) Device or user instance that can access the Software over that network that is not included in (1). You may not use on behalf of, or make the functionality of the Software available to, third parties for any purpose, such as for providing any computer repair, help desk or troubleshooting service. Except as expressly specified or permitted in this Agreement, you may not: (i) copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (iii) make the functionality of the Software available to any third party through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. Additionally, you shall not provide the license key, which is deemed confidential data of CryptoDrop, to third parties or allow its access to third parties. You shall exercise reasonable care in protecting the license key in confidence. Keep the license key in a safe place until the expiration of the license. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of CryptoDrop and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software or Database (defined below), in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. You will comply with any additional restrictions contained in your Purchase Receipt or other purchasing documentation.3. Ownership/Title.
Each copy of the Software is licensed, not sold. For purposes of this Agreement, the terms "purchase," "sell" and like terms refers to purchase or sale of a license to use the Software and not to a purchase or sale of title to or ownership of any rights or other interests in the Software. You acknowledge and agree that the Software and the authorship, systems, ideas, methods of operation, documentation and other information contained in the Software are proprietary intellectual property and/or the valuable trade secrets of CryptoDrop and that CryptoDrop is protected by civil and criminal law, and by the law of copyright, trade secret, trademark and patent of United States, as well as other countries and international treaties. This License does not grant you any rights to the intellectual property, including any Trademarks or Service Marks of CryptoDrop and/or its partners ("Trademarks"). CryptoDrop owns and retains all rights, title, and interest in and to the Software, including without limitation any error corrections, enhancements, updates or other modifications to the Software, whether made by CryptoDrop or any third party, and all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein. Your possession, installation or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software. Except as stated herein, this Agreement does not grant you any intellectual property rights in the Software and you acknowledge that the License, as further defined herein, granted under this Agreement only provides you with a right of limited use under the terms and conditions of this Agreement. CryptoDrop reserves all rights not expressly granted to you in this Agreement. You agree not to modify or alter the Software in any way. You may not remove or alter any copyright notices or other proprietary notices on any copies of the Software. The Software may contain third-party code in original or modified form. Third-party code is not under CryptoDrop’s control and is subject to the applicable licenses and respective terms and conditions of such third parties.4. Content Updates.
From time to time, CryptoDrop may, but has no obligation to, provide updates to the Software. You are advised to update the Software regularly, or to set it to update automatically if that feature is available in your version of the Software. You are granted the right to use, as part of the Software, such content updates as and when they are made generally available to you. CryptoDrop reserves the right to designate any updates, additional content or features as requiring separate payment or purchase of a separate subscription at any time. CryptoDrop specifically reserves the right to cease providing, updating, or maintaining the Software at any time in its sole discretion.5. Term.
(a) CryptoDrop Free and Fast Recovery Version.
If you have obtained a license to a free version of the Software, then your license will continue until terminated in accordance with this Agreement. If you have obtained a license to a Fast Recovery Version of the Software, the license is valid for one year from the date of purchase of the license and will be terminated at the end of that period or otherwise in accordance with this Agreement.
(b) Termination Rights.
You may terminate the license at any time by destroying all copies of the Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from CryptoDrop, if you breach any term of this Agreement. If you are a Fast Recovery Version user, if you fail to pay the applicable license fees as specified in the Purchase Receipt or applicable purchasing documentation, your existing license to the Software ends automatically and your license shall automatically convert into a free license; as such, your Software will no longer be eligible to receive automatic updates. Additionally, if you are a Fast Recovery Version user and your license expires and is not renewed, your license shall automatically convert into a free license and your Software will no longer be eligible to receive automatic updates. If you assert any patents against us or any of our other customers based on use of the Software, your license to the Software ends automatically.
(c) Effect of Termination.
Upon termination or expiration of this Agreement, your rights to use the Software cease and you shall not be entitled to a refund of any pre-paid fees.
The price payable by you is the price stated in the Purchase Receipt or applicable purchasing documentation (or, if no such price is specified, the price set out in our then-current standard published price list). Our prices are exclusive of taxes, duties, levies, tariffs, and other governmental charges (collectively, "Taxes"). You are responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made to us, other than any taxes based on CryptoDrop’s net income. All amounts are payable and charged prior to receiving a license.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (a) THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7 IS YOUR EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED; AND (b) EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION 7, CRYPTODROP DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, ACTIONS AND OMISSIONS OF THIRD PARTIES, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CRYPTODROP OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. CryptoDrop makes no warranties or representations that the Software will meet your requirements, that the Software or content updates will operate in the combinations, on the operating system or in the environments that you may select for Execution, that the operation of the Software will be error-free or uninterrupted, or that all Software errors will be corrected. CryptoDrop specifically disclaims any warranty or representation as to the Software's ability to eliminate any specific ransomware threats or the completeness of any protection mechanisms within the Software or content Updates. You are solely responsible for the data, software and other content carried on your Devices and for backing-up your data, software and other content.8. Limitation of Liability.
The Software is a "commercial item" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software is being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Software will be only those specified in this Agreement.11. Export Law.
You agree to comply fully with all U.S. and other applicable export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.12. Agreement to Arbitrate
(a) Agreement to Arbitrate:
If you are a CryptoDrop Free or Fast Recovery Version customer and acquired the Software in the U.S. resident, you and CryptoDrop agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Software (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an "IP Protection Action"). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide CryptoDrop with written notice of your desire to do so by email to firstname.lastname@example.org within 30 days following the date you first purchase or obtain the Software (such notice, an "Arbitration Opt-out Notice"). If you don't provide CryptoDrop with an Arbitration Opt-out Notice within the 30 day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Client with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Client with an Arbitration Opt-out Notice, you acknowledge and agree that you and CryptoDrop are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and CryptoDrop otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this Section will be deemed void. Except as provided in the preceding sentence, this Section will survive any termination of this Agreement.
(b) Arbitration Rules:
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
(c) Arbitration Process:
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents ). The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
(d) Arbitration Location and Procedure:
Unless you and CryptoDrop otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and CryptoDrop submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
(e) Arbitrator's Decision:
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of Section 9 ("Limitation of Liability") as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. CryptoDrop will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys' fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, CryptoDrop will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
If you provide any ideas, suggestions, or recommendations regarding the Software or the Database ("Feedback"), CryptoDrop will be free to use, disclose, reproduce, license or otherwise distribute, and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. By providing Feedback, you grant CryptoDrop a worldwide, perpetual, irrevocable, sub-licensable, fully-paid and royalty-free license to use and exploit in any manner such Feedback. If you are using CryptoDrop Software in a business or for business purposes, you grant CryptoDrop the right to use your trade name (and the corresponding trademark or logo) on the CryptoDrop website and marketing materials to identify you as a customer.14. Survival.
This Agreement will be governed by and construed in accordance with the laws of the State of Florida, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. If you are a U.S. resident, Section 12 ("Agreement to Arbitrate") applies. If you are not a U.S. resident, you agree that any claims or actions regarding this Agreement may be brought solely in the state of federal courts located in the Northern District of Florida, and you waive any right to challenge jurisdiction and venue therein. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without CryptoDrop’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by email (we will email you at the email address you provided us when you initially purchased your license), and in each instance will be deemed given upon receipt. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other's behalf without such other party's prior written consent. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between you and CryptoDrop regarding its subject matter, and supersedes any previous or contemporaneous proposals, understandings or communications between the parties, oral or written, regarding its subject matter. This Agreement prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement or confirmation or other document issued by you, even if signed and returned. Any terms or conditions contained in your purchase order or other purchasing document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by CryptoDrop and will be deemed null.15. Contact Us.
If you have any questions regarding this Agreement, you may contact CryptoDrop at email@example.com.
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