Taceo distribution permissions and end-user license agreement

SOFTWARE LICENSE AGREEMENT
This Software License Agreement ( Agreement ) is an agreement for the license of computer program software identified below granted by Essential Security Software, Inc. ( Licensor ). Licensor is a Texas corporation with its principal place of business located at 11040 Main St., Suite 100, Bellevue, WA 98004. This Agreement is entered into between Licensor and the user of the products covered by this Agreement, either an individual or a single entity ( Licensee ). Licensor and Licensee are collectively referred to in this Agreement as the Parties.`
RECITAL
In consideration of the mutual promises made in this Agreement, Licensor and Licensee agree that the terms and conditions set forth as follows will apply to the license of the computer program software described in the Agreement. BY INSTALLING, COPYING, OR OTHERWISE USING THE COMPUTER PROGRAM SOFTWARE COVERED BY THIS AGREEMENT, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL, COPY, OR USE THE COMPUTER SOFTWARE PRODUCT.
ARTICLE 1
LICENSE GRANT
Grant of License
1.01. Licensor grants and Licensee accepts a nontransferable license to use Essential Taceo software product ( Software or Software Product ), more specifically described in Paragraph 1.02, subject to the conditions and for the period specified in this Agreement.
Subject Matter Software
1.02. The term `Software or Software Product as used in this Agreement consists of the following:
(a) A single computer program named Essential Taceo. The program is:
(i) Embodied in a downloadable package from the internet.
(ii) Designed to enable the user to control emails and attachments to emails when properly installed and used in accordance with Licensor`s published directions, all of which are included herewith and incorporated herein by reference.
(b) All related online digital or electronic documentation or printed documentation, including manuals covering the installation, application, and use of the Software Program and published specifications or printed materials consisting of help files, quick start guides, user manual, white papers and video demonstrations.
(c) At Licensor`s sole discretion, subsequent improvements to either the Software Program or the related printed documentation made by either Licensor or Licensee.
ARTICLE 2
LIMITATIONS ON USE
General Use of Software
2.01. (a) Single License.If Licensee holds only one License, Licensee is authorized to install and use the Software Product on a single computer at one time and only to be used by one user at a time. The License covered by this Agreement does not authorize a Licensee holding a single License to copy the Software Product and concurrently use the Software Product on different computers. Licensee may receive the Software Product in more than one medium. Regardless of the type or size of medium by which the Software Product is received, Licensee may use only one medium that is appropriate for Licensee`s single computer. Licensee may not use or install the other medium on another computer.
(b) Multiple Licenses. If Licensee hold multiple licenses, Licensee may install and use copies of the Software Product on different computers with different users, limited only to the number of Licenses purchased by Licensee as reflected on Licensee`s purchase records retained by Licensor. Licensee may also install a copy of the Software Product on a data storage device, such as a network server, used only to install or run the Software Product on Licensee`s other computers connected by an internal network; however, in the event Licensee desires to provide more than one of the computers on the internal network with the capabilities provided by the Software Product, Licensee must acquire and dedicate a license for each separate computer on which the Software Product is installed or run from the storage device.
(c) Free Software Product. Subject to the limitations contained in this Sub-Paragraph, Licensor provides at no charge a segment of the Software Product, Essential Taceo, F.E. which is a limited version of the Software Product available for downloading over the internet. The Essential Taceo, F.E. is available for use by Licensees and any other persons who are end users desiring to view files created with the Software Product. Essential Taceo, F.E may also provide limited authoring rights, such that it can also be utilized to author and protect files up to a certain maximum file size threshold. Licensor reserves the right to raise or lower this threshold, or in any other way alter the limited authoring rights available in subsequent releases of Essential Taceo, F.E. Notwithstanding anything to the contrary contained in this Agreement or any published manuals or other material describing the Essential Taceo, F.E each Licensee and any other individual or entity shall be limited to five (5) copies of the Essential Taceo, F.E. Any additional copies of the Essential Taceo, F.E must be purchased from Licensor. In the event Licensor determines that more than five (5) users are using the Essential Taceo, F.E, as reflected by more than five (5) different email addresses using the Essential Taceo, F.E, Licensor reserves the right to deny the users access to their encrypted data until payment is received for all copies in excess of five (5) copies.
(d) Component Parts. The Software Product is licensed as a single Software Product. Its components may not be separated for use on separate computers. Additionally, Licensee is not authorized to reverse engineer, decompile, translate, localize or disassemble the Software Product in any manner whatsoever.
(e) Rental or Lease. Licensee is not authorized to lease, rent or loan the Software Product to other parties.
(g) Copies. Without Licensor`s express written consent, the Licensee is not authorized to copy any portion of the Software Product other than to make one copy of the portion of the Software Product necessary for and solely for backup or archival purposes. None of the printed material may be copied. In the event Licensee requests and is given permission to copy all or any portion of the Software Product, Licensee shall reproduce and include Licensor`s applicable copyright notice, patent notice, trademark, or service mark on any copy of the Software Product or any portion thereof that is copied, including any modifications, adaptations, or conversions. Furthermore, each copy shall contain a statement that the material is the property of Licensor in the following language:
``This copy of Essential Taceo (or Essential Taceo, F.E) is the property of Essential Security Software, Inc., and is protected under the copyright, trade secret, and proprietary laws of the United States and, when applicable, the States of Texas and Washington.``
(f) Termination For Breach. This License may be terminated by Licensor if Licensee fails to comply with the terms and conditions of this Agreement.
Licensee`s User Responsibilities
2.02. Licensee shall be exclusively responsible for the supervision, management, and control of its use of the Software Product, including, but not limited to:
(a) Assuring proper configuration of the hardware and related upon which the software is installed;
(b) Following proper operating procedures and methods; and,
(c) Implementing procedures sufficient to satisfy Licensee`s obligations for security under this Agreement, including appropriate control of Licensee`s employees, if any, to prevent misuse, unauthorized copying, modification, or disclosure of the Software.
License Term
2.03. The license granted in this Agreement shall remain in force for a term of twelve (12) months or twenty (24) months from the date of issuance, depending upon the amount paid by Licensee as a subscription fee. At the end of the term, Licensee may renew or extend the license for another twelve (12) month term through payment of Licensor`s annual subscription fee then in effect.
ARTICLE 3
PROPERTY RIGHTS
Title to Software
3.01. Title to the Software is reserved for Licensor. Licensee acknowledges and agrees that Licensor is and shall remain the owner of the Software and shall be the owner of all copies of the Software made by Licensee.
Restricted Use of Software
3.02. Licensee acknowledges that the Software Product is intended solely for the use by Licensee, and where appropriate, for the use of Licensee`s employees.. Licensee agrees not to sell, rent, license, distribute, assign or transfer the Software Product or this License to any third party without Licensor`s express written consent
Patents, Copyrights, Trademarks and Service Marks
3.04. Licensee acknowledges that the Software Product is protected by domestic and international copyright and other intellectual property laws and treaties and that any breach of this Agreement through wrongfully copying, transferring, disassembling or otherwise utilizing the Software Product in a manner prohibited by the terms of this Agreement, in addition to constituting a breach of this Agreement could also constitute an infringement on such intellectual property rights. Licensee agrees not to remove, mutilate, or destroy any copyright, patent notice, trademark, service mark, other proprietary markings, or confidential legends placed on or within the Software Products.
ARTICLE 4
WARRANTY PROVISIONS
Warranty of Title
4.01. Licensor warrants that Licensor has good title to the Software Product and the right to license its use to Licensee free of any proprietary rights, liens, or encumbrances of any other party.
Warranty of Title Remedies
4.02. (a) Licensee shall notify Licensor of the assertion of any claim that the Software Product or Licensee`s use of the Software under this Agreement violates the trade secret, trademark, copyright, patent, or other proprietary right of any other party, and shall cooperate with Licensor in the investigation and resolution of any such claim.
(b) If the Software becomes, or is likely to become, the subject of a claim of infringement of a copyright or patent, Licensor may require that Licensee discontinue its use.
(c) Licensor shall have no liability for any claim of copyright or patent infringement based on the use of an original version of the Software Product if infringement would have been avoided by the use of an updated version made available to Licensee.
(d) Licensor shall not indemnify Licensee against any claim or liability based on Licensee`s modification or conversion of the Software Product and/or the subsequent use of that modification or conversion or use of the Software Product in combination with programs or data not supplied by Licensor if infringement would have been avoided by not using or combining the Software Product with other programs or data.
Warranty Disclaimer
4.03. THE SOFTWARE COVERED HEREBY IS DELIVERED AS IS AND THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Remedies
4.04. LICENSEE AGREES THAT ITS EXCLUSIVE REMEDIES, AND LICENSOR`S ENTIRE LIABILITY WITH RESPECT TO THE SOFTWARE IS AS SET FORTH IN THIS AGREEMENT. LICENSEE FURTHER AGREES THAT LICENSOR SHALL NOT BE LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARIS- ING OUT OF ITS USE OR INABILITY TO USE THE SOFTWARE OR THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY. LICENSOR SHALL NOT BE LIABLE IF THE SOFTWARE`S FAILURE IS CAUSED BY ACTS OR OMISSIONS OF A SERVICE PROVIDER, EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION, TELECOMMUNICATIONS OR COM-PUTER EQUIPMENT FAILURES OR ACTS OF GOD I.E., FLOODS, EARTHQUAKES OR OTHER EVENTS BEYOND LICENSOR`S CONTROL WHICH DAMAGES OR DISRUPTS LICENSOR`S AUTHENTICATION SERVER OR OTHER HARDWARE NECESSARY FOR THE SOFTWARE TO PROPERLY OPERATE. LICENSOR ASSUMES NO LIABILITY FOR SERVICE OUTAGES OR FOR FAILURE TO STORE, DELIVER OR TIMELY DELIVER ANY INFORMATION, MESSAGES OR CONTENT. LICENSOR SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECULATIVE OR CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF THE SOFTWARE, RELIANCE ON THE SOFTWARE, INABILITY TO USE THE SOFTWARE, OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE USE OF THE SOFTWARE. LICENSOR SHALL NOT BE LIABLE FOR INJURIES TO PROPERTY ARISING FROM USE OF THE SOFTWARE OR ANY EQUIPMENT USED IN CONNECTION WITH THE USE OF THE SOFTWARE. LICENSEE AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS LICENSOR AND LICENSOR`S PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND ANY UNDERLYING CARRIER, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSES OR DAMAGES (INCLUDING ATTORNEYS` FEES), WHETHER KNOWN OR UNKNOWN, ARISING FROM (A) LICENSEE`S USE OF THE SOFTWARE, (B) ANY OTHER PERSON`S USE OF THE SOFTWARE, REGARDLESS OF WHETHER SUCH USE IS AUTHORIZED BY LICENSEE, OR (C) THIS AGREEMENT OR LICENSEE`S PROMISES OR STATEMENTS MADE IN THIS AGREEMENT. LICENSEE WAIVES ALL LAWSAND REGULATIONS, STATE AND FEDERAL, THAT MAY LIMIT THE EFFECTIVENESS OF THE FOREGOING RELEASES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
ARTICLE 5
TERMINATION
Cause for Termination
5.01. The license granted in this Agreement may be terminated upon the occurrence of any of the following events of default:
(a) Licensee attempts to use, copy, license, or convey the Software Product in any manner contrary to the terms of this Agreement or in derogation of Licensor`s proprietary rights in the Software Product.
(b) Licensee makes an assignment of Licensee`s business for the benefit of creditors.
(c) A petition in bankruptcy is filed by or against Licensee.
(d) A receiver, trustee in bankruptcy, or similar officer is appointed to take control of all or part of Licensee`s property.
(e) Licensee is adjudicated as bankrupt; or,
(f) Licensee violates any term of this Agreement and fails to cure such violation within ten (10) days of receipt of written notice of such violation.
Effect of Termination
5.02. Licensee agrees that immediately on termination Licensee shall immediately return all copies of the Software Product to Licensor or, if Licensor so directs, destroy all copies of the Software, certify to Licensee that it has retained no copies of the Software, and acknowledge that it may no longer use the Software. Upon termination of the license, Licensor`s obligations under this Agreement shall cease.
Remedies
5.03 Licensee shall be liable to Licensor for any damages incurred by Licensor as a result of Licensee`s violation of any terms of this Agreement. Additionally, in the event Licensee violates this Agreement by wrongfully transferring the Software Product, failing to assist Licensor protect Licensor`s intellectual property in the Software Product or in any other manner, and without the necessity of Licensor proving that the damages or difficult or impossible to calculate, the parties agree that, in addition to, and cumulative of, any remedy at law that may be available to Licensor, Licensor shall also be entitled to seek a retraining order, temporary and permanent injunction or other equitable remedy to prevent such wrongful activity from continuing.
ARTICLE 6
GENERAL PROVISIONS
Export Control
6.01. Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct Software thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. United States export regulations may be found at 15 C.F.R. part 700-799 and 22 C.F.R. Part 120. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Licensee shall not download or otherwise export or re-export the Software or the underlying information or technology (a) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S Treasury Department`s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department`s Table of Denial Orders.
Assignment
6.02. Licensee shall not assign or otherwise transfer Licensee`s rights under this Agreement, including the License granted in this Agreement or the Software Product obtained pursuant to this Agreement without the prior written consent of Licensor. Any attempt to make such an assignment without Licensor`s consent shall be void.
Confidentiality
6.03. Licensor recognizes and acknowledges Licensee`s expectation that Licensee`s identity and use of the Software Product will remain private and confidential and Licensor agrees to keep confidential and not disclose or communicate to any third party any information obtained from Licensee or as a result of Licensee`s use of the Software Product, whether such information is the identity of the Licensee, email address or content, Licensee`s user activity or any other information that will directly or indirectly disclose the identity of the Licensee, the content of any transmissions from or two Licensee or information concerning the frequency of Licensee`s use of the Software Product.
Governing Law
6.04. The Parties acknowledge that this Agreement has been made in Bellevue, Washington and agree that it shall be construed pursuant to the laws of the State of Washington.
Integration-Merger
6.05. The Parties acknowledge and agree that this Agreement contains all understandings of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the License that is the subject matter of this Agreement.
Notices
6.06. Any notice required or permitted by this Agreement shall be deemed to have been given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed as follows:
(a) If To Licensor:
Essential Security Software
11040 Main St., Suite 100
Bellevue, WA 98004
Attention: Its President and Chief Executive Officer
(b) If To Licensee:-At the address contained in Licensor`s files reflecting that the Software Product is registered to Licensee.
Attorney`s Fees
6.07. If any legal proceeding is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney`s fees in addition to any other relief to which that party may be entitled.
Severability
6.08. If any part of this Agreement is declared to be invalid by any court of competent jurisdiction, that part of the Agreement shall be severed from this Agreement and the remainder of this Agreement shall remain in full force and effect.
Nonwaiver
6.09. The Parties agree that a waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent breach or default. The Parties also agree that no failure to exercise or delay in exercising any right under this Agreement on the part of either party shall operate as a waiver of the right.
Binding Effect
6.10. This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, successors and assignsments

Licensor: Essential Security Software, Inc.

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