SureSync License Agreement

1.      NOTICE. Read this agreement carefully before opening the sealed CD-ROM package or using the SureSync software.

Software Pursuits, Inc. (SPI), a California corporation, is willing to license the enclosed software to you only on the condition that you accept all of the terms contained in this end-user license agreement. By opening the sealed package, or by installing, copying, or using the SureSync software, you accept and agree to be bound by the terms of this license agreement. If you do not agree to these terms, promptly return the unopened software package and all accompanying materials, along with proof of payment, to the authorized dealer from whom you obtained it for a full refund of the price you paid. Refunds are not available once you have viewed a non-expiring license serial number.

2.      Ownership and License. This is a license agreement and NOT an agreement for sale. SPI continues to own the copy of the software, documentation, data, and other content provided on the CD-ROM contained in this package or delivered electronically, and all other copies that you are authorized by this Agreement to make (the "Software"). Your rights to use the Software are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. or International copyright law or any other federal or state law.

3.      Permitted Uses. You are granted the following rights to the Software. The Software is "installed" on a computer when it is placed on a computer's hard disk, CD-ROM, or other secondary storage device. The Software is "in use" on a computer when it is executed or loaded into the computer's RAM or other primary memory. The rights below apply to each license purchased.

a)     Right to Install and Use.
Workstation License: You may install and use the Software on one single-user computer in your possession. You may not under any circumstances have the Software installed or in use on two or more computers at the same time. You may synchronize files between a single-user computer and any other computer, however you may only reference a maximum of two servers with a Workstation license. The Workstation License cannot run jobs on a server. Each synchronization must reference the licensed Workstation. A separate SPIAgent Option license is required for each machine synchronized using the Real-Time feature.

Server License:  You may install or use the Software to synchronize files on one server computer, as defined by SPI. A license is required for each server synchronized, even if the software is not installed or executed on that server. You may synchronize files on any number of single user computers when the Software is executed on a licensed server. A SPIAgent Option license is required for each machine synchronized using the Real-Time feature.

b)     Right to Copy. You may copy the Software for backup and archival purposes, provided that the original and each copy is kept in your possession or control and that your installation and use of the Software does not exceed that allowed in part (a) above.

c)     Right to Transfer. You may not rent, lend, or lease this Software. However, you may transfer this license to use the Software to another party on a permanent basis by transferring this copy of the License Agreement, at least one unaltered copy of the Software, and all documentation. You must, at the same time, either transfer to the other party or destroy all your other copies of the Software. Such transfer of possession terminates your license from us. Such other party shall be licensed under the terms of this Agreement upon its acceptance of this Agreement by its initial use of the Software. If you transfer the Software, you must remove the Software from your hard disk and you may not retain any copies of the Software for your own use. License transfer will only be recognized as valid by SPI if SPI is notified by you, provided with the serial numbers transferred, and provided with contact information of the new license owner.

4.      Prohibited Uses. You may not, without written permission from SPI:

a)     Use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement;

b)     Use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective;

c)     Disassemble, decompile or "unlock," reverse translate, or in any manner decode the Software for any reason;

d)     Place the Software onto a server so that it is accessible via a public network such as the Internet; or

e)     Sublicense, lease, or rent the Software.

5.      Limited Warranty:

a)     Limited Warranty. We warrant that, for thirty (30) days from the date you acquired it from us or our authorized dealers (1) the Software will perform substantially in accordance with the user documentation accompanying the Software, and (2) the media on which the Software is provided to you will be free from defects in materials and workmanship under normal use and service.

b)     Exclusive Remedies. Our entire liability and your sole and exclusive remedy for breach of the foregoing warranty shall be, at our option, to either (1) return the price you paid, or (2) repair or replace the Software or media that does not meet the foregoing limited warranty if it is returned to us with a copy of your receipt. This limited warranty is void if failure of the Software is caused by accident, abuse, or violation of this license agreement. Any replacement Software will be warranted as above for the remainder of the original warranty period, or thirty (30) days from the date we ship it to you, whichever is longer. Returns must be made to the place of purchase.

c)     WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF THIS SOFTWARE QUALIFIES AS A "CONSUMER PRODUCT" UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR FROM OUR AUTHORIZED DEALER, AND THEREAFTER ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.

Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may have other legal rights, which vary from state to state.

6.      LIMITATION OF LIABILITY. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

7.      United States Government Restricted Rights. This section applies to all acquisitions of the Software by or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial" computer software as that term is used in the acquisition regulations applicable to this procurement and that the government's use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the government, SPI may be contacted as indicated below. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the government agrees to return the unused Software for a full refund.

The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988):  The enclosed Software is provided with Restricted Rights -- Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is identified in section 12 below.

8.      Export Controls. You acknowledge that the Software is subject to the export control laws and regulations of the United States and any amendments thereof. You agree that you will not directly or indirectly transfer the Software except in compliance with all applicable U.S. export laws and regulations.

9.      Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software in your possession or by returning all such copies to us. This Agreement and your right to use this Software automatically terminate if you fail to comply with any material provision of this Agreement. Your license to use this Software also terminates if you assign this Agreement to someone else. Upon termination, you must stop all use of the Software and must destroy any non-archive copies that remain in your possession.

10.    License Registration. You must register your license before is it is valid. This process is automatic if the license is purchased directly from Software Pursuits. If the license is purchased from another party, you may need to provide a copy of your license serial numbers and proof of purchase to properly register your license.

11.    Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the laws of California. This is the entire agreement between us relating to the software, and supersedes any prior purchase order, communications, advertising, or representations concerning the contents of this package. No change or modification of this Agreement will be valid unless it is in writing, and is signed by SPI.

12.    Canadian Transactions:  If you acquired this Software in Canada, you agree to the following:

The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the English language. / Les parties aux présentes ont expressément exige que la présente convention et ses Annexes soient rédigées en langue Anglaise.

13.    Contacting Software Pursuits, Inc.:  Send sales inquires to sales@SoftwarePursuits.com. Send support requests to support@SoftwarePursuits.com. You may call SPI at +1-650-372-0900. Software Pursuits, Inc., 1500 Fashion Is Blvd, #205, San Mateo, CA 94404.

Support and Upgrade Plan

Software Pursuits, Inc. (SPI) is committed to providing our customers with quality products and expert support. A Support and Upgrade Plan may be purchased to include the terms of this SureSync Support and Upgrade Plan. The Support and Upgrade Plan period covered will be indicated on your invoice.

The services provided to SureSync customers under the Support and Upgrade Plan include:

·       Technical support - assistance with setup and configuration of SureSync software, response to questions about use and operation of software and assistance in identifying and resolving problems with the use or operation of the software.

·       Product updates - all bug fixes available for the software products purchased at no charge.

·       Version Upgrades – no upgrades charges to receive new versions of the product.

·       Technical Support

Throughout your Support and Upgrade Plan period, you will receive assistance from Software Pursuits' technical support staff.  Technical support is available during SPI’s business hours (8am to 5pm, Pacific Time).  Assistance is available by: