GoodSync License Agreement
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 Inc (Siber) is a Virginia Corporation, with address at 3701 Pender Dr, Set 400 Fairfax, VA 22030, 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. Personal GoodSync License (ONE TIME FEE) A Customer who acquires one Personal GoodSync License is granted a non-exclusive license to use GoodSync on a single computer only. If a Customer is using GoodSync on several computers, then Customer shall acquire one Personal GoodSync license for each computer on which Customer uses GoodSync. Personal GoodSync License cannot be used by business, government, or military users, such user should use non-personal license. Exception: Students shall be allowed to use Personal License. 2.2. Personal GoodSync2Go License (ONE TIME FEE) A Customer who acquires one Personal GoodSync2Go License is granted a non-exclusive license to use GoodSync2Go on one Portable Disk only. If a Customer is using GoodSync2Go on several Portable Disks, Customer shall acquire one Personal GoodSync2Go license for each Portable Disk that Customer installs GoodSync2Go on. Personal GoodSync2Go License cannot be used by business, government, or military users, such user should use non-personal license. Exception: Students shall be allowed to use Personal License. 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 in Section 3. 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 license 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. 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. COMMON 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. GoodSync2Go, GoodSync, GoodSync Control Center, GoodSync Runner, Siber Systems are trademarks owned by Siber. 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 from GoodSync. 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 Personal, GoodSync2Go Personal, Enterprise Workstation, Runner Workstation) on a Computer with Server OS, such as Windows Server. Customer shall use GoodSync For Server OS or GoodSync Runner Server licenses on computers that run Server OS. Customer shall not rent any GoodSync licenses 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. UPGRADES: Minor fixes and upgrades shall be provided to Customer for no additional fee if Customer acquired GoodSync Personal or GoodSync2Go Personal 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. SUPPORT: Siber shall provide online support to Customers who are current on their Annual Maintenance payments for GoodSync Enterprise license or their Annual Subscription payments for Subscription-Based licenses. Support shall be provided by Customer filing a ticket with GoodSync Online Support system at support.goodsync.com and providing additional information and logs, as requested by Siber support representative. Bug fixes are not guaranteed but Siber shall make reasonable effort to fix defects that are fixable. In any case, the only recourse available to Customer who is not satisfied with Siber support shall be not renewing Subscription or ceasing Annual support payments. Customers who use GoodSync licenses that require no annual payments (GoodSync Personal, GoodSync2Go Personal, GoodSync Trial or Free licenses) shall not be entitled to Support, but Siber may provide support to such Customers at its own discretion. REFUNDS: Siber will refund the full amount paid for a license of GoodSync if: - The refund request is received by Siber within 30 days of the date of purchase of GoodSync by Customer, and - Customer provides Proof of Purchase, which is the original e-mail receipt for GoodSync. - Customer who receives negotiated discounts shall not be allowed to refund discounted order. - GoodSync Enterprise and GoodSync Control Center licenses are not refundable. Licenses that originate from Purchases that have been refunded or charged back or voided 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. AUTOMATIC RENEWAL: Customer who acquired Subscription-based licenses (GoodSync Control Center), hereby 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 FOR NON-PAYMENT: If Annual Subscription fee is not paid on time or if payment of Annual Subscription fee is reversed by any means (including void, 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. 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 agreement. 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. UNINSTALL INSTRUCTIONS: Customer may uninstall all GoodSync distributions except GoodSync2Go at any time by going to Control Panel, clicking Add/Remove Software selecting GoodSync and clicking the Remove button. GoodSync2Go may be uninstalled at any time by deleting all files in GoodSync and My GoodSync Data folders from the Portable Disk. 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. SIBER FURTHER DOES NOT WARRANT THAT PRIVATE INFORMATION AND FILES THAT BELONGS TO YOU AND THAT YOU COPY USING GOODSYNC WILL NOT BE STOLEN OR OTHERWISE ACQUIRED BY THIRD PARTIES. 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. GOVERNMENT CUSTOMERS: If you are acquiring GoodSync on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees that: (i) if GoodSync is supplied to the Department of Defense (DoD), GoodSync is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in GoodSync and their documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if GoodSync is supplied to any unit or agency of the United States Government other than DoD, the Government's rights in GoodSync and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR. 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 Commonwealth 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 effect. 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.