iFob End User License Agreement (EULA)
Version 1.0.0 January 24, 2008
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE iFob SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; NONTRANSFERABILITY IN SECTION 5; TECHNICAL SUPPORT IN SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE.iCloseBy LLC own all intellectual property in the Software. iCloseBy LLC permits you to Use the Software only in accordance with the terms of this Agreement.
1) Definitions. "Software" means (a) all of the contents of the files, downloaded software, or other media with which this Agreement is provided, including but not limited to (i) iFob or third party computer information or software; (ii) related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by iCloseBy (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by iCloseBy. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Customer" means any individual, company, organization, resale, VAR, vendor, or anyone or any entity who purchases, leases or uses the iFob software. "iCloseBy" means iCloseBy LLC, a Montana Limited Liability corporation 305 South 4th Street East, Suite 200, Missoula, Montana 59801.
2) Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), iCloseBy grants to you a non-exclusive, nontransferable perpetual lease to use the Software for the purposes described in the Documentation and on the iCloseBy web site, www.icloseby.com.
2.1) iFob software is leased, it is not sold. Each leased iFob license allows you to install and use a single copy of the Software on your compatible computer or hand-held device. Each installed license can be used for the working life-time of the original hardware where it is first installed and registered.
2.2) iCloseBy provides software leases for cost and for no cost.
2.2.1) Free (no-cost) licenses. As of the date of this EULA, free (no-cost) copies of the software are provided for use on the Apple iPod and Apple iPhone devices, and these free copies can be installed and used freely, without registration and without paying any future fee, onto a single Apple iPod or Apple iPhone device. Each free copy of the software is provided as no-cost perpetual lease, good for use for the working life of the hardware where the licenses are first installed.
2.2.3) Cost of lease for non-free software. The cost for a single iFob perpetual software lease will be posted, at time of transaction and download, on the company web site at www.icloseby.com. As of the date of this EULA, non-free leases of the software are provided for use on laptop computers, and these leased copies, after downloading and installing onto the end-user laptop computer, requires a one-time software registration with the www.icloseby.com site before the software will function. Once registered, these non-free copies will continue to function perpetually only on the original hardware where they are first registered. To install and register the non-free software onto any additional hardware, even in the case of the original hardware failure, requires the purchase of another software lease.
2.3) Authorized download sites. All authorized download sites for the software are listed at www.icloseby.com/authorized
2.4) Warranty Disclaimer. THE USE OF THE SOFTWARE IS MADE AVAILABLE ON AN "AS IS" BASIS ONLY AND WITHOUT ANY WARRANTY OR INDEMNITY OF ANY KIND . iCloseBy MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY, SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE.
2.5) Indemnity. You agree to hold iCloseBy and any of its vendors harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on the software.
2.6) Limit of Liability. UNDER NO CIRCUMSTANCES WILL iCloseBy OR ANY OF ITS VENDORS BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
3) Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by iCloseBy LLC. The structure, organization and code of the Software are the valuable trade secrets and confidential information of iCloseBy LLC. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by iCloseBy LLC.
4) Restrictions and Notices.
4.1) Notices. You shall not copy the Software except as backups for use on the same hardware where you first install and register iFob. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2) No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.
4.3) You shall not post any copies of iFob software for download, or otherwise distribute or make available any copies of the software in any format without express written agreement from iCloseBy LLC.
4.3.1) As described in section 2.3 above, all authorized download sites for the software are listed and kept up-to-date at www.icloseby.com/authorized
5) iFob SOFTWARE IS PERPETUALLY LEASED AS A ONE-TIME INSTALLATION LICENSE FOR USE ON THE ORIGINAL END-USER HARDWARE WHERE THE SOFTWARE IS ORIGINALLY REGISTERED. iFob SOFTWARE LICENSES PERPETUAL LEASES, GOOD FOR THE WORKING LIFE OF THE ORIGINAL HARDWARE WHERE THE SOFTWARE IS FIRST INSTALLED. IFob SOFTWARE LICENSES ARE NONTRANSFERABLE. You may not, rent, sublease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another computer other than the original computer where it was installed and registered on.
5) NO WARRANTY. The Software is being delivered to you "AS IS" and iCloseBy LLC makes no warranty as to its use or performance. iCloseBy AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, iCloseBy AND ITS SUPPLIERS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
6) Technical Support. Technical Support will be provided only by email (email@example.com) and through the community support forum located at www.icloseby.com/forum iCloseBy is not obligated to provide assistance in configuring, installing or using iFob software. iCloseBy is not obligated to offer any support for any other manufacturer or vendor products or services. iCloseBy is not obligated to offer any support for any interactions with iFob software and any other manufacturer or vendor products or services.
6.1) Compatibility with other vendors future product releases. iCloseBy is not responsible nor obligated for making its products compatible with any future release of any other vendors products. This includes, but is not limited to, computer, phone or hand-held devices operating systems, networking software, as well as any hardware updates or hardware releases. iCloseBy will not be held libel nor be responsible to modify its software to work with any future release of any other vendor's product, and technical support cannot be provided for compatibility issues with other vendors products.
7) LIMITATION OF LIABILITY. IN NO EVENT WILL iCloseBy OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN iCloseBy REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. iCloseBy'S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY..
8) Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to Use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
9) Lease of Software. iCloseBy leases its products 'At Will.' All leases are perpetual, with no going charges, and are good for the working lifetime of the original hardware where the software is first installed and registered. iCloseBy is not under any obligation to continue to lease or sell its software to any customer at the prices which the customer may have purchased in the past. iCloseBy reserves the right to refuse to sell or lease its products at discounted prices to customers, including vendors, VARs and resellers for any reason. iCloseBy reserves the right to rescind, at any time, and for any reason and without notice, any discounted pricing offers to any customer, including vendors, VARs and resellers, and in such cases iCloseBy will not be liable in any way, whole or in part, for any expenses or loss of business incurred by the customer or the VAR or reseller.
10) Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Montana.
11) General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. This Agreement may only be modified by a writing signed by an authorized officer of iCloseBy LLC. Updates may be licensed to you by iCloseBy with additional or different terms. This is the entire agreement between iCloseBy and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
If you have any questions regarding this Agreement or if you wish to request any information from iCloseBy LLC, you can contact us by email at firstname.lastname@example.org, or by U.S. mail sent to our physical offices located at 305 South 4th Street East, Suite 200, Missoula, Montana 59801.
iCloseBy and iFob are trademarks of iCloseBy LLC.
iPod and iPhone are registered trademarks of Apple, Inc.