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End-User License Agreement

IDENTILLECT SOFTWARE
END-USER LICENSE AGREEMENT

IMPORTANT. READ CAREFULLY. THIS END-USER LICENSE AGREEMENT (“AGREEMENT”) DEFINES THE LEGAL AGREEMENT BETWEEN YOU (INDIVIDUAL OR ENTITY) AND IDENTILLECT, INC. (“IDENTILLECT”). YOU ARE PERMITTED TO USE THE DELIVERY TRUST™ SOFTWARE (“SOFTWARE”) ONLY IF YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND, YOU MUST STOP USING THE SOFTWARE. THE USER (“YOU”) AND IDENTILLECT AGREE AS FOLLOWS:

1.Grant of License.  Subject to the restrictions defined in this Agreement, You are permitted to install and use a single, non-exclusive, non-transferable copy of the Software for your personal purposes.

2.License Restrictions.  You will not, or assist or direct any third person to:

2.1reproduce or copy the Software, except that You may make one (1) copy of the Software solely for archival purposes, provided that You agree to reproduce all copyright and other proprietary right notices on the archival copy;

2.2use or cause or permit the use of the Software in whole or in part for any purpose other than as permitted under this Agreement;

2.3demonstrate, distribute, sell, lease, license or otherwise make the Software available to any third party outside of your organization;

2.4decompile, disassemble, decrypt, extract or otherwise reverse engineer the Software;

2.5make copies, take screenshots or photographs of Software dashboards or configuration screens;

2.6publish or otherwise disclose information relating to performance of the Software to any third party; or

2.7provide access to the Software to anyone other than yourself and those who are legally bound by obligations of confidentiality to You and who are made fully aware of the terms of this Agreement.

3.Ownership of Software.  The Software consists of Identillect’s proprietary software and may contain software obtained from third-party licensors such as open source providers. You acknowledge that the Software is the sole property of Identillect and its licensors. Identillect and its licensors retain all rights, title and interest in and to the Software, including any and all modifications, updates, derivative works and all associated intellectual property rights therein, including those modifications, updates and derivative works created by You. Except as expressly granted to You under the terms of this Agreement, Identillect does not grant You any right, title or interest in or to the Software. You will not delete, remove or otherwise alter any copyright, trademark, confidentiality or other proprietary notice appearing in the Software. You will not take any action to jeopardize, limit or interfere in any manner with Identillect’s or its licensors’ ownership of the Software. Identillect reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its intellectual property rights in the Software.

4.Open Source Software.  The terms and conditions of this Agreement shall not apply to any Open Source Software accompanying the Software. Any such Open Source Software is provided under the terms of the open source license agreement or copyright notice accompanying such Open Source Software or as described in the Open Source License Notice accompanying the Software. The Software includes certain Open Source Software originating from third parties, which is subject to different and/or additional licenses, disclaimers and notices.

The following is a list of packages from the open source community that must be licensed under the specific license terms applicable to such software.
Software PackagesLicense Information jQueryMIT License (Appendix A)

5.Termination.  This Agreement is effective until terminated by Identillect. Your rights to use the Software will automatically terminate, with or without notice, upon any violation or breach of this Agreement by You, in which case you will immediately stop all use of the and Software. You shall also remove the Software for any computers within your control and delete all copies or return the Software to Identillect.

6.LIMITED WARRANTY LIMITATIONS.  THIS AGREEMENT DOES NOT CONTAIN OR CONSTITUTE A NEW OR SEPARATE WARRANTY REGARDING THE SOFTWARE AND DOES NOT MODIFY OR EXTEND ANY WARRANTIES. THIS AGREEMENT DOES NOT: (I) PROVIDE YOU ANY ADDITIONAL REMEDIES; OR (II) CONSTITUTE A MODIFICATION OR EXTENSION OF THE REMEDIES AVAILABLE TO YOU AS SET FORTH BY LAW.

7.DISCLAIMER OF WARRANTIES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDENTILLECT PROVIDES THE SOFTWARE “AS IS” AND WITHOUT WARRANTY. IDENTILLECT DISCLAIMS ALL COMMON LAW AND STATUTORY WARRANTIES AS TO THE CONDITION, QUALITY, FITNESS, MAINTENANCE AND USE OF THE SOFTWARE, INCLUDING AND WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NO IDENTILLECT DEALER, AGENT OR EMPLOYEE IS AUTHORIZED TO CREATE, MODIFY, EXTEND OR OTHERWISE MAKE ANY WARRANTY ON BEHALF OF IDENTILLECT.

8.LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IDENTILLECT, ITS AFFILIATES, EQUITY HOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, REMOTE, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING AND WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE OR REPLACEMENT PRODUCTS, LOSS OF INFORMATION, DATA OR CONTENT, LOSS OF REVENUE OR PROFITS OR ATTORNEY’S FEES, ARISING FROM OR CAUSED BY, DIRECTLY OR INDIRECTLY, THE SALE OR USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE AT LAW OR IN EQUITY, EVEN IF IDENTILLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL BE EFFECTIVE EVEN IF ANY REMEDY IN THIS AGREEMENT OR OTHERWISE PROVIDED BY IDENTILLECT FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IDENTILLECT’S TOTAL AND AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT OR ARISING FROM THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AT LAW OR IN EQUITY, EXCEED THE PURCHASE PRICE OF THE SOFTWARE.

9.Irreparable Harm.  You agree that Your breach or threatened breach of any provision of this Agreement will cause irreparable harm to Identillect for which a remedy at law would be inadequate. Identillect is entitled to seek all available remedies at law and in equity, including injunctive relief, to enforce any provision of this Agreement and to restrain You from adapting, disclosing, distributing, modifying, publishing, transferring, using or otherwise disposing of the Software, in whole or in part, directly or indirectly, in breach of this Agreement.

10.U.S. Government Restricted Rights.  Use, duplication and disclosure by the U.S. Government is subject to restrictions set forth in this Agreement.

11.Export Restrictions.  You will obey the laws and regulations of the United States governing exports and re-exports of the Software.

12.Cooperation with Laws and Law Enforcement Requests.  Identillect will cooperate with law enforcement authorities and will operate in compliance with federal and state laws in the United States. We may disclose to parties outside Identillect files and messages stored on Identillect’s servers and information about you that we collect when we have a good faith belief that disclosure is reasonably necessary to (a) comply with a law, regulation or compulsory legal request; (b) protect the safety of any person from death or serious bodily injury; (c) prevent fraud or abuse of Identillect or its users; or (d) to protect Identillect’s property rights. If we provide your Identillect files or messages to a law enforcement agency, we will remove Identillect’s encryption from the files or messages before providing them to law enforcement.

13.Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ITS CONFLICT OF LAW PRINCIPLES. THE PARTIES AGREE THAT THE SUBJECT MATTER AND PERSONAL JURISDICTION ARE PROPER, AND VENUE IS WAIVED IN THE FEDERAL COURTS LOCATED IN THE CENTRAL DISTRICT OF CALIFORNIA AND THE STATE COURTS OF ORANGE COUNTY, CALIFORNIA.

14.Limitation of Transfer.  The Software and this license to use the Software is transferable, provided that: (i) all Software updates are included in the transfer; (ii) You do not retain a copy of the Software; (iii) You transfer the Software upon and as an intact part of a permanent and permissible transfer of the Product; and (iv) the transferee agrees to be bound by the terms and conditions of this Agreement in connection with the use of the Software. The terms and conditions of this Agreement will bind and inure to the benefit of such permitted transferees.

15.Survival.  Sections 3, 4, 5, 7, 8, 12, 13, 15 and 17 will survive the termination and expiration of this Agreement.

16.Entire Agreement.  This Agreement is the complete and final agreement between You and Identillect with respect to the subject matter of this Agreement. To the extent that any terms of any Identillect policies or programs for support services conflict with the terms of this Agreement, the terms of this Agreement shall control.

17.Severability.  If any court or other tribunal of competent jurisdiction finds or holds any provision of this Agreement to be void, invalid, illegal or otherwise unenforceable the remaining provisions of this Agreement will remain in full force and effect.

18.Copyright Notices, Attributions and Licenses.  Some of Identillect’s licensors require the reproduction of certain copyright notices and authorship attribution in Identillect’s documentation. Such notices, attributions and licenses are as follows:

19.Refunds:  Identillect Delivery Trust monthly subscriptions offer a 30 day, 100% money back guarantee. You may receive a refund by contacting our billing department within 30 days of your initial purchase. Cancellation after 30 days will terminate your automatic recurring billing and your subscription will end at the end of your paid membership cycle. We do not prorate refunds or offer partial refunds.

Identillect Delivery Trust Yearly subscriptions offer a 45 day, 100% money back guarantee. You may receive a refund by contacting our billing department within 45 days of your initial purchase. Cancellation after 45 days will terminate your automatic recurring billing and your subscription will end at the end of your paid membership cycle. We do not prorate refunds or offer partial refunds.

20.Renewals:  All subscriptions renew automatically using the payment details on file for your account. If you purchase a subscription with automatic renewal, you acknowledge and agree that we are authorized to use the payment information on file for the renewal fee.

21.Cancellation:  The date that your subscription will automatically renew is provided on your dashboard and in the payment confirmation email sent after your initial purchase. You may cancel automatic renewal at any time before that date through your dashboard or by contacting our Billing department. This will stop future subscription charges from accruing to your account. Your account will deactivate on the renewal date.


For your reference, each license is detailed in the pages below.

Appendix A.
The MIT License (MIT)
Copyright © 2015 Identillect Technologies, Inc. All rights reserved
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.