SecoVault LLC PARTNER LICENSE AGREEMENT
This Agreement shall be governed participation in the Partner Program By participating in the Program, Reseller agrees to be bounded by the following Terms and Conditions. The term Reseller shall refer to any individual or entity who accepts the terms and conditions of this Agreement by submitting the Program registration. The Program is offered to Reseller by SecoVault LLC.
This Agreement shall begin on the date of acceptance of this agreement by the reseller, unless earlier terminated according to its terms. The Agreement will be automatically renewed by SecoVault LLC on an annual basis, unless the either party submits a notice of non-renewal. In carrying out this agreement, Reseller will conduct itself in an ethical and lawful manner, will exercise its best efforts to achieve a high level of customer satisfaction, and will not bring the reputation of SecoVault LLC into disrepute.
Either party may terminate this Agreement with or without cause. SecoVault LLC reserves the right to terminate this Agreement immediately with or without notice if 1) Reseller fails to conform to any restrictions contained on this Agreement; 2) Reseller performs any activities regarded as illegal, 3) there are any material changes in the ownership and management of the Reseller or Resellers business. Upon the termination of this Agreement for any reason, Reseller will immediately cease use of, and remove from Reseller site or product, all links to our site, and all SecoVault LLC trademarks, and logos, and all other materials provided by or on behalf of us to Reseller pursuant here to or in connection with the Program.
SecoVault LLC will not be held responsible for Resellers errors, or the prices Reseller are selling it for. SecoVault LLC has the right to revise its prices to Reseller with no advance notice. Such revisions shall apply to orders received by SecoVault LLC on or after the effective date of the revision.
4. Description of the program and duties of Reseller
The Reseller Plan
The Reseller Plan offers Reseller an Amazon S3/SecoBackup account. Reseller can establish pricing for the subaccounts independent of SecoVault LLC for their clients. Reseller establishes margins and revenue potential. The Reseller plan offers a web based console for managing additional accounts and asks for greater integration role by the Reseller. The Reseller is responsible for Accounts Payable and level one technical support to the users. SecoVault LLC provides second tier customer service/technical support. SecoVault LLC will provide Reseller access to SecoVault LLC logo, datasheets, marketing literature and other collateral. Reseller is responsible for any guarantees or incentives given explicitly or implicitly by itself to its customers. Reseller agrees to operate a Technical support desk for its customers and to act as the first point of contact for its customers for all technical queries relating to the provision of SecoVault LLC services to the customer. SecoVault LLC will accept only emails for level 2 technical support from Resellers customers. SecoVault LLC will provide Reseller with guidelines and graphical artwork to use in linking to our customized home page.
5. Limitation of Liability
SecoVault LLC will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if SecoVault LLC have been advised of the possibility of such damages.
SecoVault LLC make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, SecoVault LLC make no representation that the operation of our site will be uninterrupted or error-free, and SecoVault LLC will not be liable for the consequences of any interruptions or errors.
7. Independent Investigation
RESELLER ACKNOWLEDGE THAT RESELLER HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. RESELLER UNDERSTAND THAT SecoVault LLC MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE SecoVault LLC SITES THAT ARE SIMILAR TO OR COMPETE WITH RESELLERR SecoVault LLC SITE. RESELLER HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the state of California, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in San Francisco, California, and Reseller consent irrevocably to the jurisdiction of such courts. Reseller may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Resellerr strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
SecoVault LLC END USER
LICENSE AGREEMENT THIS END USER AND PARTNER
("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER
ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF
AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND
SecoVault, LLC ("SecoVault") for the software that
accompanies this agreement ("Software"). PLEASE READ
THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR
RECORDS. THIS AGREEMENT SUPERSEDES PREVIOUS VERSIONS. BY
CHECKING THE AGREEMENT CHECKBOX AND DOWNLOADING,
INSTALLING, COPYING OR OTHERWISE USING SecoVault'
SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT
DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
SecoVault LLC reserves the right to update and change, from
time to time, this Agreement and all documents incorporated
by reference without notice or liability to you. You agree
to be bound by the Agreement as modified. You can find the
most recent version of this Agreement at the SecoVault LLC's
SecoVault LLC may change this Agreement by posting a new
version without notice to you. Use of the Software after
such change constitutes acceptance of such changes.
SOFTWARE: As used in this
Agreement, the term "Software" refers to the SecoVault
LLC Software (SecoBackup, S3SQL) which you have selected to download or
install from the media. The term "Software" also shall
include any upgrades, modified versions or updates of
the Software made available to you by SecoVault LLC as
well any and all files included in the Software such as
documentation and help. The Software is deemed accepted
by you upon download and installation of the Software.
The term "Software" also includes any third party
Software made available to you by SecoVault.COMPANY: As used in this Agreement, the term "Company"
refers to the SecoVault LLC.
FEEDBACK We (Company) welcome your
feedback. You acknowledge that feedback concerning your
experiences with this Software is essential to the improvement of
the this Software. You agree that SecoVault LLC may
by telephone, electronic mail, or other means, to solicit your feedback concerning
your experiences with the Software. You agree that SecoVault, LLC
may use in any manner and without
limitation all comments, suggestions, complaints and other
feedback you provide relating to the Software.
EXPORT CONTROL You confirm that, -You are not a
citizen, national, or resident of, and are not under
control of, the government of Cuba, Iran, Sudan, Libya,
North Korea, Syria, nor any country to which the United
States has prohibited export. -You will not download or
otherwise export or re-export the Programs, directly or
indirectly, to the above mentioned countries nor to
citizens, nationals or residents of those countries.
-You are not listed on the United States Deppartment of
Treasury lists of Specially Designated Nationals,
Specially Designated Terrorists, and Specially
Designated Narcotic Traffickers, nor are you listed on
the United States Department of Commerce Table of Denial
Orders. You will not download or otherwise export or
re-export the Programs, directly or indirectly, to
persons on the above mentioned lists. You will not use
the Programs for, and will not allow the Programs to be
used for, any purposes prohibited by United States law,
including, without limitation, for the development,
design, manufacture or production of nuclear, chemical
or biological weapons of mass destruction.
You agree that U.S. Export control laws and other applicable
export and import laws govern use of this software. You
agree that the software will not be used for any purpose
prohibited by these laws including, without limitation,
nuclear, chemical, or biological weapons proliferation.
You shall not export the Software or your application
containing the Licensed Software except
in compliance with United States export regulations and
applicable laws and regulations.
GRANT OF LICENSE: Subject to the terms of this Agreement,
SecoVault LLC hereby grants you a non-exclusive and non-
transferable limited right to use this Software in binary
(i) install the Software on up to 1 computer (if more than 1
computer are needed to be protected, a license needs to be
purchased, see the company website for details).
(ii) use the Software for your internal use up to 4 months
(if more than 4 months is required, a license needs to be
purchased, see the company website for details).
(iii) You are forbidden from using the this Software for any
other use or otherwise offering it for resale
(iv) You are forbidden to publish performance test results
with our Software without our prior permission from us
(v) The Software is licensed as a single product. Its
component parts may not be separated for use on more than
(iv) SecoVault LLC retains all rights not specifically and
not expressly granted to you herein. The Software is
protected by copyright and other intellectual property laws
and treaties. SecoVault LLC owns the title, copyright, and
other intellectual property rights in the Software. The
Software is licensed and not sold.
In addition, you must indemnify SecoVault LLC from and
against any claims or lawsuits, including attorney's fees
that arise from the licensing, use or distribution of the
"Software". You also agree to indemnify and hold SecoVault
LLC harmless from any claim or demand, made by any third
party in connection with or arising out of your use of the
Software, your violation of any terms or conditions of this
Software License, your violation of any applicable laws, or
your violation of any rights of another person or entity.
(v) You agree to use this software as test software only and
you do not use it for production or business environments or
to store important data or in life-affecting situations.
Encryption or any other features should not be used for critical business affecting information.
If strong encryption is desired, please contact sales for a FIPS compliant encryption version of the product.
THIRD PARTY PRODUCTS
The Software may contain software which originated with
third party vendors and without limiting the general
of the other provisions of this Agreement, you agree that
(a) the title to any third party Software incorporated in
the Software shall remain with the third party which
supplied the same; and (b) you will not distribute any such
third party Software available with the Licensed Software,
in any manner, unless the license of the third party
Software states otherwise. The details of the licenses for
third party products used can be found in tplicense.txt
file. (c) We do not indemnify the licensee for the third
party software that may be included as a part of the
ADDITIONAL SOFTWARE/SERVICES. UPGRADES.
This agreement applies to updates, supplements, add-on
components, or Internet-based components of the Software
that SecoVault LLC may provide to you or make available to
you after the date you obtain your initial copy of the
Software unless they are accompanied by separate terms. To
use Software identified as an upgrade, you must first be
licensed for the Software to be eligible for the upgrade as
identified by SecoVault. After installing the upgrade, you
may no longer use the original Software that formed the
basis for you upgrade eligibility except as a part of the
Without prejudice to any other rights, SecoVault LLC may
terminate this agreement if you fail to comply with the
terms and conditions of this agreement. SecoVault LLC may at
any time discontinue this software by
publicly posting a written notice of termination on its web
site, or when SecoVault LLC sends a written notice of
termination to you directly.
In all such events, you must destroy all the copies of the
Software and all of its component parts. You may terminate
this agreement by destroying all copies of the programs at
RESTRICTIONS FOR USE: In addition to all other
conditions of this Agreement,the followin additional
restrictions apply: 1. You may not install the
Software in more computers than the number of computers the
license is granted for; 2. You may not use the
Software beyond the
time period the license is
granted for; 3. You may not remove any copyright, trademark
or other proprietary notices from the Software or its copies;
4. You may not redistribute, rent, lease, license,
sublicense or lend or
transfer for value or distribute the Software or any portions
of it on a standalone basis or
as part of
your application or service. 5. You may not
enhance or reverse-engineer or decompile or disassemble the Software except
and only to the extent that such activity expressly permitted by
applicable law notwithstanding this limitation. 6. You
may not use the Software in a computer-based services business or provide
commercial hosting services with this
Software or publicly display visual output of the Licensed Software or
use the Software for the benefit of
any other person or
entity; (if you need this, a license needs to be
purchased. See the company website for details.) 7. You
may not use a third party entity or
business from providing support for the Software. 8. You
may not use this software in situations where harm to human
life or property is
CONSENT TO COLLECT INFORMATION SecoVault LLC may
collect from time to time information such as your PC
address, version and feature usage. This information
will be used for observing operations and improving
functionality of the Software, and will not be disclosed
to any third party. To learn more, please read the
OWNERSHIP AND INTELLECTUAL PROPERTY:
SecoVault LLC owns all right, title and interest in and to
Software. The Company expressly reserves all rights
not granted to you herein, notwithstanding the right to
or not to release any Software and to alter prices,
specifications, capabilities, functions, licensing terms,
dates, general availability or characteristics of the
The Software is only licensed and not sold to you by
SecoVault LLC has the right to audit your Use of the
Software by providing at least ten (10) days prior written
or e-mail notice
of its intention to conduct such an audit at your facilities
normal business hours.
NO WARRANTY AND NO TECHNICAL SUPPORT:
SecoVault LLC does not provide any warranty or condition,
express, implied or statutory. Any fixes or upgrades are
also not covered by any warranty or condition, express,
implied or statutory. Our technical support organization
will not provide any technical support, phone support, or
updates to you for the software under this license.
LIMITATIONS ON REMEDIES- NO CONSEQUENTIAL or OTHER DAMAGES.
You are not entitled to any damages including but not
limited to consequential damages, even if any remedy fails
of its essential purpose. SecoVault's entire liability and
your exclusive remedy for any breach of this agreement or
for any liability relating out of the software shall be, at
SecoVault's option from time to time excersized subject to
applicable law upto the license amount paid by you if any.
There is no liability arising out of abuse, accident,
misapplication, abnormal use or a virus.
SECOVAULT LLC DOES NOT WARRANT THAT THE SOFTWARE WILL BE
ERROR-FREE AND FREE OF DEFECTS. THE SOFTWARE IS FURNISHED
"AS IS AND WITH ALL FAULTS" WITHOUT WARRANTY OF ANY KIND,
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
AND WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU
BY USING THE SOFTWARE. YOU ARE SOLELY RESPONSIBLE FOR
DETERMINING THE APPROPRIATENESS OF USING THE SOFTWARE AND
ASSUME ALL RISKS ASSOCIATED WITH THE USE OF IT, INCLUDING
BUT NOT LIMITED TO THE RISKS OF PROGRAM ERRORS, DAMAGE TO
OR LOSS OF DATA, PROGRAMS OR COMPUTER OR EQUIPMENT, AND
UNAVAILABILITY OR INTERRUPTION OF OPERATIONS OR BUSINESS.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR
LIMITATION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS OR
LIMITATIONS MAY NOT APPLY TO YOU.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL and OTHER DAMAGES:
To the maximum extent permitted by applicable law, in no
event shall SecoVault LLC be liable for any special,
incidental, punitive, direct, indirect, or consequential
damages whatsoever including but not limited to, damages for
loss of profits, loss of data, loss of data use, loss of
data access, lack of data security, data theft, data
computer malfunction or failure, work stoppage, or loss of
confidential or other information, for business
interruption, for personal injury, for loss of privacy, for
failure to meet any duty including of good faith or
reasonable care, for negligence, and for
any other pecuniary or other loss whatsoever)
arising out of or in any way related to the use of or
inability to use the Software, the provision of or failure
to provide support or other services,
information, Software, and related content through the
Software of otherwise arising out of the use of the Software
or otherwise under or in connection with any provision of
this license agreement, even in the event of the fault, tort
(including negligence), misrepresentation, strict liability,
breach of contract or breach of warranty of SecoVault LLC or
any supplier and even if SecoVault LLC has been advised of
the possibility of such damages.
LIMITATION OF LIABILITY:
IN NO EVENT WILL SECOVAULT LLC BE LIABLE TO YOU OR ANY THIRD
PARTY FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT,
CONSEQUENTIAL DAMAGES WHATSOEVER, OR DAMAGES FOR LOSS OF
BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF SECURITY,
DATA CORRUPTION, DATA THEFT, LOSS OF DATA ACCESS, COMPUTER
FAILURE AND MALFUNCTION, WORK STOPPAGE,
BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF
PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD
FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY
OTHER PECUNIARY OR OTHER LOSS WHATSOEVER OR LOSS OF
BUSINESS INFORMATION ARISING OUT OF THE
USE OR IN ANY WAY INABILITY TO USE THE PROGRAM SOFTWARE OR
FOR ANY CLAIM BY ANY OTHER PARTY EVEN IF SECOVAULT LLC
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY
REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL
DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES
IN CONTRACT OR TORT OR NEGLIGENCE OR WARRANTY OR ANYTHING
ELSE), THE SECOVAULT's ENTIRE LIABILITY WITH RESPECT TO THE
SOFTWARE SHALL NOT
EXCEED THE AMOUNT OF THE LICENSE FEE, IF ANY, PAID BY YOU
FOR THE SOFTWARE. THE FORGOING LIMITATIONS, EXCLUSIONS AND
DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL
This Agreement (including any addendum or amendment to this
agreement which is included with the Software) shall be
construed, interpreted and governed by the
laws of the State of California exclusive of its conflicts
provisions. This Agreement constitutes the entire agreement
you and SecoVault, and supersedes all prior oral or written
communications, proposals and representations with respect
to the Software, understandings
or agreements between the parties. Any waiver or
modification of this
Agreement shall only be effective if it is in writing and
signed. If any part of this Agreement is found invalid or
unenforceable or void or illegal, the remainder shall
continue in full force and effect.
VERSION SUPPORT: SecoVault, in its sole discretion, may
discontinue ongoing support for specific operating system
Should you have any questions concerning this
license agreement, or if you desire to contact us,
please send mail to email@example.com. SecoVault LLC
may contact you to ask if you had a satisfactory
experience in installing and using this software. ©2007
SecoVault, LLC. All rights reserved. All trademarks
and/or service marks of SecoVault LLC used in connection
with the Software are trademarks and registered
trademarks of SecoVault, LLC, Company, in the United
States and other countries.
Google Desktop Search™ and Amazon S3™ are trademarks of their respective
companies. Any such reference to these companies is
solely intended to benefit the trademark owner with no
intention of infringement. This product is available as
an application designed to work with Google Desktop and
other Google Services, and Amazon Services. This product
is in no way an endorsement by any of these companies,
and these companies are not responsible for the features
and functionality of this application. We are not
affiliated with Amazon or Google in any way. We use Amazon
S3 web service to provide a backup application. And we use Google Desktop
to search through our desktop backup files. Getting
an Amazon S3™ account and any charges on that account are
your responsibility. We cannot accept any expenses or
Amazon charges due to use, non-use, non-performance,
mis-use or inability to use the software with Amazon