IMPORTANT: READ THE END-USER LICENSE AGREEMENT CAREFULLY BEFORE ACCEPTING
This End-User License Agreement (this “Agreement”) is a legal agreement between you (either an individual or a legal entity) and Neatoscan, Inc. (“Neatoscan”) for the Neatoscan software product requested, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation, as well as any updates and supplements thereto (collectively, the “Licensed Product”). Any software provided in connection with the Licensed Product that is covered by a separate license agreement is provided to you under the terms of such license agreement.
By installing, copying, downloading, accessing or otherwise using the Licensed Product, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, click the “Decline“ button above, which will terminate the download or installation process. You may not use the Licensed Product in any way unless you agree to be bound by the terms of this Agreement.
END-USER LICENSE AGREEMENT
The Licensed Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Licensed Product, and the intellectual property rights therein, are owned by Neatoscan or its third party licensors and the Licensed Product is licensed, not sold to you. This Agreement confers no title or ownership in the Licensed Product and no rights in any associated source code.
1. LICENSED RIGHTS AND USE RESTRICTIONS
1.1 Subject to the terms and conditions hereof, this Agreement grants you a non-exclusive license to install and use one copy of the Licensed Product on one computer at any one time (whether or not the Licensed Product is installed on a network). For the purposes of this Agreement, “use“ means storing, loading, installing, executing or displaying the Licensed Product on a computer, or making a copy of the Licensed Product for backup purposes only.
1.2 You may not customize or otherwise modify the Licensed Product or any part thereof in any manner. You may not reverse engineer, decompile, or disassemble the Licensed Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
1.3 Neatoscan may provide you with support services related to the Licensed Product (“Support Services”). Use of Support Services, if any, is governed by the Neatoscan polices and programs described in the user manual, in “on line” documentation and/or other Neatoscan-provided materials applicable to such services. Except as otherwise agreed by Neatoscan in writing, any supplemental software code provided to you as part of the Support Services shall be considered part of the Licensed Product and subject to the terms and conditions of this Agreement. With respect to technical information you provide to Neatoscan as part of the Support Services, Neatoscan may freely use such information for its business purposes, including for product support and development. Neatoscan will not utilize such technical information in a form that personally identifies you.
1.4 You may transfer this Agreement and Licensed Product only directly to another end user and only together with the corresponding hardware product, if any. This transfer must include all of the Licensed Product (including all component parts, the media and printed materials, any upgrades, and this Agreement). The transferee of such transfer must agree to comply with the terms of this Agreement. You may not sublicense, distribute or otherwise make available to any other person the Licensed Product or any part thereof or use the Licensed Product for the benefit of any other person who is not an authorized licensee of the Software.
1.5 Without prejudice to any other rights, the license granted herein will automatically terminate if you fail to comply with the terms and conditions of this Agreement. Upon any termination of your license, you must destroy all copies of the Licensed Product. Limitations on warranties, customer remedies and limitations on use will survive any such termination
1.6 Neatoscan reserves the right to refuse service for any reason at any time.
1.7 Neatoscan reserves the right to collect usage information and statistics including, but not limited to: scanning history, download history, and usage statistics.
1.8 This contract will remain in effect for the purchase duration (monthly or quarterly) as selected by the user during sign-up.
2. COPYRIGHT and TRADEMARKS
2.1 All title and intellectual property rights in and to the Licensed Product, the accompanying printed materials, and any copies of the Licensed Product are owned by Neatoscan or its suppliers. All rights not expressly granted are reserved by and to Neatoscan.
2.2 You agree not to Use the Licensed Product to in any way violate or dilute the trademark, tradename, copyright or intellectual property rights of Neatoscan or any third party.
3. BACK-UP COPY
After installation of one copy of the Licensed Product pursuant to this Agreement, you may keep the original media on which the Licensed Product was provided by Neatoscan solely for back-up or archival purposes. If the original media is required to use the Licensed Product on the computer, you may make one copy of the Licensed Product solely for back-up or archival purposes. Except as expressly provided in this Agreement, you may not otherwise make copies of the Licensed Product or the printed materials accompanying the Licensed Product.
4. EXPORT RESTRICTIONS
You agree that, unless exempted or prior written authorization or license is obtained, where applicable, from the Office of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, and/or Office of Foreign Assets Control of the Department of the Treasury (“OFAC”), and/or Bureau of Industry and Security of the Department of Commerce (“BIS”) and/or other US government agency, or applicable regulations explicitly permit, you will not export, re-export, or transship, directly or indirectly, to any individuals, entities or countries the Licensed Product or any of the technical data or software disclosed or provided to you in connection with the Licensed Product, or the direct product of such technical data or software. You agree to refrain from transacting with persons or entities identified on any list compiled by an agency of the US government to prevent transactions with certain persons, entities or countries, including, but not limited to, OFAC’s Specially Designated Nationals and Blocked Persons List, OFAC’s Terrorism List Governments, and BIS’s Denied Persons List and Entity List, absent permission from the appropriate US government agency or agencies. In the event of an export control violation, Neatoscan may upon learning of the violation immediately terminate this Agreement and you understand and agree that it shall have no claim against Neatoscan for any form of resulting damages.
5. LIMITED WARRANTY
5.1 Neatoscan warrants that (a) the Licensed Product, when properly installed, will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by Neatoscan shall be substantially as described in applicable written materials provided to you by Neatoscan. TO THE EXTENT APPLICABLE LAW DOES ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, ANY SUCH IMPLIED WARRANTIES, TO THE EXTENT ALLOWED BY APPLICABLE LAW, ARE LIMITED TO NINETY (90) DAYS FROM RECEIPT OF THE LICENSED PRODUCT. Some states/ jurisdictions do not allow limitations on duration of warranty, so the above limitation may not apply to you. Neatoscan does not warrant that the operation of the Licensed Product will be error free and does not warrant that Amazon data downloaded will be inerrant.
5.2 Neatoscan’s and its suppliers’ entire liability and your exclusive remedy for a breach of the limited warranty specified in Section 5.1 shall be, at Neatoscan’s option, either (a) return of the price paid, if any, or (b) use of commercially reasonable efforts to repair or replace the Licensed Product that does not meet such limited warranty and that is returned to Neatoscan with a copy of your receipt. The limited warranty by Neatoscan in Section 5.1 is void if failure of the Licensed Product has resulted from (i) software supplied by you, (ii) unauthorized modification or misuse, (iv) operation outside of the environmental specifications for the Licensed Product, or (iii) installation of the Licensed Product on hardware other than that designated by Neatoscan. Any replacement Licensed Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
5.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Neatoscan AND ITS SUPPLIERS EACH SPECIFICALLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON- INFRINGEMENT, WITH REGARD TO THE LICENSED PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
5.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Neatoscan OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED PRODUCT OR THE FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF Neatoscan HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, Neatoscan’s ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE LICENSED PRODUCT, HOWEVER, IF YOU HAVE ENTERED INTO A Neatoscan SUPPORT SERVICES AGREEMENT, Neatoscan’s ENTIRE LIABILITY REGARDING SUPPORT SERVICES SHALL BE GOVERNED BY THE TERMS OF THAT AGREEMENT. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6.1 If you acquired this Licensed Product in the United States, this Agreement is governed by the laws of the State of Minnesota.
6.2 Any term of this Agreement which is held to be invalid by a court of applicable jurisdiction will be deleted, but the remainder of the Agreement will not be affected.
6.3 You may not assign any rights or obligations hereunder without the prior written consent of Neatoscan. The rights and obligations of the parties shall be binding, upon, and inure to the benefit of, the respective legal representatives, successors and permitted assigns of the parties.
6.4 Neatoscan’s failure to exercise any of its rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights. No waiver of any right or obligation under this Agreement shall be effective unless in a writing, specifying such waiver, executed by the party against which such waiver is being enforced. A waiver by either party of any of its rights hereunder on any occasion shall not be a bar to the exercise of the same right on any subsequent occasion or of any other right at any time.
6.5 This Agreement constitutes the entire agreement and understanding between the parties with respect to the Software and supersedes any previous communications, representations, or agreements by either party, whether verbal or written.
6.6 Except for any action by Neatoscan seeking injunctive relief with respect to any violation of Neatoscan’s intellectual property rights by you (including in connection with any use by you of the Licensed Product in an authorized manner), any dispute between you and Neatoscan involving this Agreement shall be settled by binding arbitration in accordance with the then-in-effect Comprehensive Arbitration Rules and Procedures of JAMS (the “Rules”). The venue of the arbitration and any related proceedings shall be St. Paul, MN. There shall be a panel of three neutral arbitrators, selected in accordance with the Rules. In addition to the information exchanges facilitated by the Rules, the parties shall be entitled to discovery in accordance with the Federal Rules of Civil Procedure for a period of 60 days after the last responsive pleading is filed. Any unresolved discovery disputes may be brought to and disposed of by the chair of the arbitration panel. Disputes with respect to the admission, rejection and consideration of evidence shall be governed by the Federal Rules of Civil Procedure and applicable Federal law. The arbitration panel shall choose Minnesota law as the applicable substantive law and its award and decision shall conform to such law. The decision and award of the arbitration panel may be by majority. The arbitration award and decision shall be in writing and shall specify the factual and legal bases for the award and decision. The arbitrators may award costs and fees to the prevailing party, including the arbitrators’ and administrative fees, out-of-pocket expenses, witness, expert and attorneys’ fees. The prevailing Party may enforce the award and decision in any court of competent jurisdiction.