GOODSYNC END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT: YOU SHOULD CAREFULLY READ THIS
LEGAL AGREEMENT BEFORE INSTALLING THIS PACKAGE.
BY INSTALLING GoodSync, YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT AND AGREE
THAT YOU WILL BE LEGALLY BOUND BY THEM.
IF THESE TERMS AND CONDITIONS ARE NOT
ACCEPTABLE TO YOU, DO NOT CONTINUE
TO INSTALL THIS SOFTWARE.
Siber Systems is a Virginia Corporation, with
address at 11781 Lee Jackson Hwy, Ste 380,
Fairfax, VA 22033, United States.
Customer is identified on Order Form, which is filled out
by Customer when purchasing GoodSync products.
Order Form can be a written form or electronic form.
By signing written Order Form or electronically submitting the Order Form,
Customer represents and warrants that Customer has read, understands and
agrees to be bound by the terms of this Agreement.
GoodSync LICENSE TERMS
1.SOFTWARE LICENSE GRANT
Subject to the terms and conditions of this Agreement, upon payment of
all license fees owed for the Software, Siber Systems (Siber) grants
and Customer accepts a nonexclusive, nontransferable, non-assignable
(unless such prohibition is otherwise prohibited by local law),
limited license to use the Software solely in accordance
with the terms and conditions of this Agreement.
2.1. LICENSE FOR GoodSync Pro
A Customer who acquires one license for GoodSync Pro
is granted a non-exclusive license to use GoodSync Pro
on a single computer only.
If a Customer is using GoodSync Pro on several computers,
then Customer shall acquire one GoodSync Pro license
for each computer on which Customer uses GoodSync Pro.
2.2. LICENSE FOR GoodSync2Go PRO
A Customer who acquires one license for GoodSync2Go Pro
is granted a non-exclusive license to use GoodSync2Go Pro
on one Portable Disk only.
If a Customer is using GoodSync2Go Pro on several Portable Disks,
Customer shall acquire one GoodSync2Go Pro licenses
for each Portable Disk that Customer installs GoodSync2Go Pro on.
2.3. LICENSE FOR GoodSync Enterprise Workstation and Server
(ONE-TIME FEE PLUS ANNUAL MAINTENANCE FEE)
A Customer who acquires a license for GoodSync Enterprise Workstation or Server
is granted a non-exclusive license to use GoodSync Enterprise Workstation or Server
on a single computer only.
If a Customer is using GoodSync Enterprise Workstation or Server on several computers,
then Customer shall acquire one GoodSync Enterprise Server license
for each Server computer where Customer installs GoodSync Enterprise Server, and
one GoodSync Enterprise Workstation license for each Workstation computer
where Customer installs GoodSync Enterprise Workstation.
Workstation and Server varieties of Computers are defined below.
ANNUAL MAINTENANCE REQUIRED:
Validity of GoodSync Enterprise Workstation or Server license
is subject to timely payment of annual Maintenance Fee
that currently stands at 20% of the purchase price,
but can be changed by Siber without notice, or negotiated with Customer.
If Customer ceases Annual Maintenance Fee payments,
then his GoodSync Enterprise Workstation or Server license shall be revoked.
The license will be restored upon resumption of Annual Maintenance payments.
2.4. LICENSE FOR GoodSync Control Center Runner
(ANNUAL FEE, SUBSCRIPTION-BASED)
GoodSync Control Center consists of GoodSync Control Center clients
called Runners that run on Customer's Workstation and/or Server computers and
GoodSync Control Center Server that runs in Siber data center.
GoodSync Control Center Runner licenses are subscription-based,
that is, annual license fee is paid by Customer to Siber for these licenses.
A Customer who is current on her annual payments for GoodSync Control Center Runner
is granted a non-exclusive license to run GoodSync Control Center Runner
on a single computer only.
If Customer runs GoodSync Control Center Runner on several computers then
Customer shall acquire number of GoodSync Control Center Runner licenses
equal to number of computers on which she runs GoodSync Control Center Runner
and stay current on Annual payments for each license.
GoodSync Control Center Runner come in Workstation and Server varieties,
that are defined below.
There is no separate license fee for GoodSync Control Center Server,
when it is hosted by Siber. If Customer wishes to host GoodSync Control Center Server
at his own facility, Customer shall pay Siber annual license fee for
GoodSync Control Center Server, which shall be negotiated on a case by case basis.
AUTOMATIC RENEWAL: Customer agrees that once Annual Subscription Fee is due,
Siber shall charge it automatically to Customer's credit card
that was stored by Siber in its database from the original purchase.
Annual Subscription Fee is charged at the beginning of the annual term for which it is paid.
Customer is allowed to terminate Annual Subscription at any time.
Such termination shall result in termination of Subscription-based
licenses for all computers and users of Customer.
If termination has occurred 30 days or less since the last renewal date
then the full refund of unused year shall be issued.
If termination has occurred after 30 days since the last renewal then
no money shall be refunded, but Siber shall not charge the customer's
credit card on the next renewal cycle.
AUTOMATIC TERMINATION ON NON-PAYMENT: If Annual Subscription fee
is not paid on time or if payment of Annual Subscription fee
is reversed by any means (including refund, chargeback and void)
then License becomes null and void and in addition to that
Siber has a right to delete all Customer's data from Siber servers,
if Customer's account remains unpaid for more than 30 days.
2.5. Site License.
Siber reserves the right to provide a site license to Customer.
If Siber provides Customer with a site license, then Customer
may be allowed to opt out of the Online Activation process,
at discretion of Siber.
2.6. Free Trials.
Siber may provide free or trial versions of GoodSync software
to Customer, at Siber's discretion.
Siber reserves the right, in its sole and absolute discretion,
to restrict, limit or terminate the use of free or trial versions
of any of the GoodSync Products by any individual, entity or group of entities.
Customer's right and license to access, use, execute, and deploy any
free or trial versions of GoodSync Products are not guaranteed
for any period of time.
3. GENERAL PROVISIONS FOR ALL GoodSync LICENSES
COPYRIGHT/OWNERSHIP OF PROGRAM: GoodSync is the proprietary
product of Siber and its licensors and it is protected
by copyright, trade secret and other intellectual property laws.
Customer acquires only the right to use GoodSync and does not
acquire any rights, express or implied, to GoodSync or media
containing GoodSync other than those specified in this License.
Siber, or its licensor, shall at all times retain all rights,
title, interest, including intellectual property rights,
in GoodSync and media.
TRADEMARKS: GoodSync (R) is registered trademark owned by Siber Systems Inc.
Any unauthorized use of these trademarks and/or trade names
or any other intellectual property owned by Siber or its licensors is prohibited.
NO MODIFICATION OR REVERSE ENGINEERING:
Customer shall not remove any product identification,
copyright notices, or other notices or proprietary restrictions
Customer shall not cause or permit reverse engineering,
disassembly, or decompilation of GoodSync.
WORKSTATION AND SERVER COMPUTERS.
Workstation Computer is defined as a Computer primarily used by a single person.
Server Computer is defined as a Computer used for time sharing, transaction processing,
and file processing, whereby many persons (users) have access to the said Computer
via Internet or Local Network.
Also Computers running Windows Server Operating System
shall be considered Server Computers for the purposes of this Agreement.
Customer shall not use GoodSync Workstation Licenses (GoodSync Pro, GoodSync2Go Pro,
Enterprise Workstation, Runner Workstation) on a Server Computer.
Customer shall use GoodSync Enterprise Server or GoodSync Runner Server licenses
on Server computers.
Customer shall not rent any GoodSync Pro license to other parties.
MULTIPLE OSes on ONE COMPUTER:
If a computer has more than one copy of Operating System installed
on it (including Virtual Machines) then each instance of Operating System
shall be considered to be a separate computer for purposes of this License Agreement.
Minor fixes and upgrades shall be provided to Customer for no additional fee
if Customer acquired GoodSync Pro or GoodSync2Go Pro license.
Minor release is defined as releases whose Major version number (first number in version string)
is the same as Major version number of GoodSync license at time of purchase.
Upgrade to Major releases of GoodSync shall require payment.
Major release is defined as a release where Major version number
is not the same as Major version number of the version that Customer originally acquired.
Example: Customer bought GoodSync license for ver 9.1.2.
She may update for free to versions 9.1.5, 9.2.3, up to 9.9.99.
But upgrading to ver 10.0.0 and higher will require payment.
Both Minor and Major updates are included in Enterprise License
and Subscription-based Licenses for no additional fee,
as long as Customer remains current on payments for said Licenses.
REFUNDS: Siber will refund the full amount paid
for a license of GoodSync Pro if:
- The refund request is received by Siber within 30 days
of the date of purchase of GoodSync Pro by Customer, and
- Customer provides Proof of Purchase,
which is the original e-mail receipt for GoodSync Pro.
- Customer who receives negotiated discounts
shall not be allowed to refund discounted order.
- GoodSync Enterprise licenses are not refundable.
Licenses that originate from Purchases that have been refunded or
charged back or vided by Customer's Card Issuer or Bank
shall become null and void, that is, the Customer
shall lose the right to GoodSync license once such refund occurs.
ONLINE LICENSE ACTIVATION AND MONITORING:
Customer hereby agrees to Online License Activation and Monitoring
process for all GoodSync licenses (Pro, Enterprise, Subscription-Based).
In this process GoodSync checks the validity of Customer's GoodSync license
by contacting the Siber server at *.goodsync.com via the Internet
and sending data that uniquely identifies Customer's computer.
Customer also agrees that Online Activation and Monitoring
will be used to enforce provisions of this Agreement.
Site Licenses do not have such monitoring.
TRANSMISSION OF DATA IN AUTOUPDATE:
GoodSync automatically checks Siber's server www.GoodSync.com
for new versions and security patches approximately once a day.
If it finds a version that is newer than the version that is currently installed,
GoodSync will suggest that Customer upgrades to the more recent version.
Customer hereby allows such data transmissions to occur.
Personal data of Customers that purchase GoodSync licenses
is stored on Siber servers in the data center located in USA.
The data stored consists of data that customers or their agents
enter into the GoodSync license purchase web page and
data collected from Customer's computers
by License Activation and Monitoring.
Customer hereby allows Siber to store such data on Siber's servers.
This data shall be used for purchase, refund and chargeback tracking,
activation and reactivation of GoodSync licenses,
and other customer service purposes.
Personal data stored on Siber servers shall not be sent
to other companies or individuals, except for cases
when sending of such data is required by Siber business processes
or for enforcement of this License Agreement
and recipient of data is not expected to divulge or misuse received data.
For instance, credit card purchases require sending personal
Customer data and his credit card data to Credit Card processor
and such data sharing shall be allowed under this clause.
Customer allows Siber to send infrequent product
update newsletters and promotional offers
to the e-mail and postal addresses stored in PUMS,
but Customer shall have an option to unsubscribe
from email newsletters and offers.
Customer also allows Siber to present infrequent offers of
Siber and 3rd party software on post-update web page
that is shown when user installs new version of GoodSync.
GOODSYNC WEB SITE:
GoodSync Web Site utilizes Google Analytics features, including Remarketing with Google Analytics,
Google Display Network Impression Reporting, and Google Analytics Demographics and Interest Reporting
and Customer consents to this.
Google Analytics here: http://www.google.com/intl/en/analytics/privacyoverview.html.
TERMINATION: This License is effective until terminated.
Customer may terminate this Agreement at any time by
uninstalling GoodSync and deleting all its files.
This License will terminate immediately without notice from Siber
if Customer fails to comply with any provision of this License.
Upon termination or expiration of this License Customer must
uninstall GoodSync and delete all its files.
License shall automatically terminate when Customer receives
a refund of license fee or payment for license is reversed
by Credit Card or Bank or any payment processor operating
on behalf of Customer.
NO WARRANTIES OF ANY KIND: GOODSYNC IS PROVIDED "AS IS"
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
SIBER DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED IN GOODSYNC WILL MEET CUSTOMER'S
REQUIREMENTS OR OPERATE IN AN ENVIRONMENT CREATED
EITHER BY CUSTOMER OR ANY THIRD PARTY OR THAT THE
OPERATION OF GOODSYNC WILL BE UNINTERRUPTED OR ERROR
FREE OR THAT GOODSYNC ERRORS WILL BE CORRECTED.
THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE
OF GOODSYNC IS WITH CUSTOMER.
LIMITATION OF LIABILITY: NEITHER SIBER NOR
ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY DAMAGES
CAUSED BY GOODSYNC INCLUDING BUT NOT LIMITED TO INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES
FOR LOSS OF PROFITS, LOSS OF SAVINGS, REVENUE, DATA,
INCURRED EITHER BY CUSTOMER OR ANY THIRD PARTY,
EVEN IF Siber HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
EXPORT LAW ASSURANCE: Customer shall comply fully with all laws and
regulations of the United States and other countries (Export Laws)
to assure that neither GoodSync, nor any direct products thereof
are exported, directly or indirectly, in violation of Export Laws,
or are used for any purpose prohibited by Export Laws, including,
without limitation, nuclear, chemical, or biological weapons
proliferation. If GoodSync has been rightfully obtained by you
outside of the United States, you agree that you will not
re-export GoodSync nor any other technical data received, nor
the direct product thereof, except as permitted by the laws and
regulations of the United States and the laws and regulations
of the jurisdiction in which you obtained GoodSync.
JURISDICTION AND DISPUTES: This Agreement shall be governed
by the laws of Virginia. All disputes hereunder shall be
resolved in the applicable state or federal courts of Virginia.
The parties consent to the jurisdiction of such courts,
agree to accept service of process by mail, and waive
any jurisdictional or venue defenses otherwise available.
In any litigation arising out of this Agreement or related
to use or function of GoodSync, Siber shall be entitled
to all legal costs and attorney's fees incurred in mediation,
arbitration, suit and on appeal.
SEVERABILITY: If for any reason a court of competent jurisdiction
finds any provision of this License or portion thereof, to be
unenforceable, that provision of the License shall be enforced to the
maximum extent permissible so as to affect the intent of the parties,
and the remainder of this License shall continue in full force and
COMPLETE AGREEMENT: This License constitutes the entire agreement
between the parties with respect to the use of GoodSync and the
related documentation, and supersedes all prior or contemporaneous
understandings or agreements, written or oral, regarding such subject
matter. No amendment to or modification of this License will be
binding unless in writing and signed by a duly authorized
representative of Siber.
CUSTOMER HEREBY ACKNOWLEDGES THAT CUSTOMER HAS READ
THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND
BY ITS TERMS AND CONDITIONS.