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END USER LICENSE AGREEMENT
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS AND CONDITIONS.
IMPORTANT - PLEASE READ THESE TERMS CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING SEVENTH KNIGHT SERVICES. BY USING, APPLYING FOR, OR ACCEPTING THE SERVICES OR BY CLICKING ON "DOWNLOAD" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE SEVENTH KNIGHT SERVICES.
This Subscriber Agreement ("Agreement") constitutes the final binding agreement between you and Seventh Knight, Inc. ("Seventh Knight") which has its principal place of business at 1022 Highland Colony Parkway, Suite 304, Ridgeland, Mississippi, 39157.
1. License
1.1. Grant of License. Seventh Knight grants to you a limited, non-exclusive, and revocable license to download, install, backup, and use Seventh Knight's resources and services, to include (a) software and software as a service offering (“Software”); (b) Web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and Webcasts, and documents such as press releases, white papers and product data sheets (“Materials”); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions and other series in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available content (“Community Services”). (Software, Materials, Community Services and other information, content and services are collectively referred to as “Services”). This license includes the right to use any documentation, files, or website information accompanying the Services. Any violation of the terms of this Agreement shall automatically revoke the license granted herein.
1.2. Limited License Service. The licenses granted herein are contingent upon receipt by Seventh Knight or an authorized reseller (“Reseller”) of the applicable license fees and taxes due for the Services. These fees shall allow you to use Services for the duration of the subscription service as selected by you during your registration of the Services ("Subscription Period"). The fees owed for the use of the Services are set forth on the website of Reseller or on the website of Seventh Knight where Services are purchased directly from Seventh Knight, and are subject to change without notice. License fees may vary depending on the usage of the Services. These fees are owed regardless of whether or not the Services are actually used. No refunds will be given for any unused Services or any early termination of the Subscription Period.
1.3. Trial, Evaluation, and Beta Services. If this Agreement pertains to a trial, beta, or evaluation license then the licenses granted under this Agreement will terminate upon the expiration or cancellation of the trial or evaluation period. You agree to use the Services and any services only for the duration of the trial or evaluation period and only for evaluation or testing purposes. All such licenses are limited to one per customer per promotion or beta test.
1.4. Restrictions. The licenses granted herein are only valid if:
(i) the Services are NOT modified in any manner;
(ii) all copyright and proprietary notices or labels in the Services are maintained in their original format;
(iii) the Services are only installed and used in accordance with your network security policies,
(iv) you possess the necessary authority and power to install the Services,
(v) you promptly pay all license fees when due,
(vi) this Agreement is accepted without any modification, and
(vii) you have not breached the terms of this Agreement in any manner.
1.5. Updates. For purposes of this Agreement, "Services" includes all updates, enhancements, modifications, revisions, or additions made by Seventh Knight to the included software ("Updates"). The licenses and obligations provided herein shall extend to all Updates. Any Updates are made in Seventh Knight's sole discretion and Seventh Knight is not obligated to provide Updates to you under any circumstances. Some Services uses Internet-based updating services. In this case, Seventh Knight may automatically check the version of the Services being used and may provide Updates automatically through the updating service.
1.6. Registration. The Services require registration or activation to be used properly. You agree to provide accurate and complete information on all registration forms. Failure to complete the registration or activation may limit your ability to use the Services or may disable the Services from functioning. When registering or activating Services, you will be provided an activation code. Maintaining the confidentiality of this activation code is your responsibility, and Seventh Knight is not responsible for any loss or damage arising from unauthorized access to your account or your failure to comply with this section. You are fully responsible for any activities that occur under your account or activation code even if unauthorized. You must notify Seventh Knight immediately of any unauthorized use of your account.
2. Services
2.1. Limited License. The licenses granted herein are only for a single computer for which you have paid the applicable fees and taxes for the Services and are granted solely for the purpose of allowing you to connect to and use the Services for your personal or internal business use. Multiple computers may be secured through a separate paid license for each computer. You must have a license for each computer that accesses or use the Services. You may not use the services or permit others to use the Services to encrypt or decrypt any data other than the data stored on a computer with a license. You will not use the services to perform storage or backup for any third parties.
2.2. Delivery. Seventh Knight shall provide you with an interface necessary to use the Services ("Interface"). You agree to access the Services only through the Interface and will not create any derivative works of the Interface or the Services. You agree not to circumvent any limitations to the Services or Interface as implemented by Seventh Knight.
2.3. Deletion. Seventh Knight does not maintain a copy of the data backed up to our servers and does not guarantee the information against loss or destruction. In the event that the licenses granted herein are revoked, lapse, or terminate, whether by you or by Seventh Knight, Seventh Knight may, in its sole and absolute discretion, without notice to you, delete or deny access to the backed up data and such data or files will not be available to you. You agree that Seventh Knight and its affiliates may retain (but shall have no obligation to retain) your data for a period after your trial or license has been terminated, expired, or otherwise lapsed, as part of Seventh Knight's marketing to you the opportunity to purchase, renew, or extend a license.
3. Ownership
3.1. No Ownership Rights. The Services are being licensed, not sold. This Agreement does not grant any ownership rights to you and gives you only a limited license to use the Services during the term of the Agreement. The Services and all related intellectual property rights, whether under copyright, trade secret, patent, or trademark laws, are owned by Seventh Knight and/or its licensors. Seventh Knight may pursue all legal remedies for use of the Services in violation of this Agreement. No license is granted herein to resell, create derivative works, reverse engineer, repackage, or modify the Services.
3.2. Copyright. The Services contain material that is protected by United States and foreign intellectual property laws, including copyright, trade secret, and patent law. All rights not granted to you herein are expressly reserved by Seventh Knight. You may not remove any copyright or other proprietary notice of Seventh Knight from any copy of the Services.
3.3. Modification. Seventh Knight may modify or discontinue any of its Services or the related Services without notice. Seventh Knight will provide notice of material changes to the Services or changes to this Agreement by posting such changes at www.Seventh Knight.com which shall be your sole notice of such changes. You agree and acknowledge that you will periodically check the website to inform yourself of any such changes.
3.4. Submissions. Any communications sent to Seventh Knight shall be the property of Seventh Knight or its affiliates. Unless stated otherwise herein, submissions shall not be considered confidential, and Seventh Knight shall not be liable for any use or disclosure of a submission. Except as otherwise noted herein, Seventh Knight shall be entitled to unrestricted use of any submissions for any purpose whatsoever without compensation to the provider of the submission.
4. Payment
4.1. Fees. The fees for using the Services are set forth on the website of Reseller, and on the website of Seventh Knight if you purchased Services directly from Seventh Knight, which may be modified by Seventh Knight. Your continued use of the Services and the non-termination of your account with Seventh Knight after fee changes are posted to the website constitutes your acceptance of the prices as modified. You agree to pay all fees fully and promptly.
4.2. Method of Payment. License fees for the Limited License Services must be paid in advance. Upon expiration of the license, you will be required to renew the license, by means of payment in advance to Reseller, or to Seventh Knight if services are purchased directly. In the event that payment is not made, the Services will become unavailable to you and this Agreement will terminate without notice to you.
4.3. Rejected Charges. If any charges are rejected by your credit card issuer then Reseller, or Seventh Knight, may deactivate your account until payment is successfully received. Reseller, or Seventh Knight, may deactivate any account that has a disputed charge until Seventh Knight, in its sole discretion, determines the dispute resolved.
4.4. Billing Issues. You must provide Seventh Knight notice of any billing problems or disputes within sixty (60) days after they first appear on the statement you receive from your bank, credit card company, or other billing company. Failure to notify Seventh Knight of the problem within the sixty (60) day period will result in your acceptance of the charges and you waive the right to dispute such problems or discrepancies. Failure to use your account will not be deemed a basis for refusing to pay any charges. Seventh Knight does not provide any refunds for any Services or software.
5. Restrictions and Representations
5.1. Lawful Use. The Services is solely for lawful purposes and use. You are responsible for ensuring that all use of the Services is in accordance with this Agreement. You are solely responsible for ensuring that your use of the Services complies with all applicable laws, statutes, ordinances, regulations, rules and other government authority. The Services is provided subject to this standard commercial agreement and qualifies as commercial computer Services within the meaning of the applicable government acquisition laws.
5.2. Compliance. You agree (1) not to interfere or disrupt networks connected to Seventh Knight's services; (2) to comply with all regulations, policies and procedures of networks connected to the services; (3) not to use the services to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or any third party's rights of publicity or privacy; (4) not to post, distribute, or otherwise make available or transmit any computer file that contains a virus, Trojan, adware, or other malware, (5) not to attempt to gain unauthorized access to other computer systems; and (6) not to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature.
5.3. Export. You represent and warranty that you are not located in and will not modify, export or re-export, either directly or indirectly, the Services to any country or entity under United States restrictions or to any country or entity subject to applicable trade sanctions. The United States restricted country and persons list is subject to change without notice from Seventh Knight, and you must comply with the list as it exists in fact. SEVENTH KNIGHT SHALL NOT BE LIABLE FOR YOUR VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW.
6. Disclaimer of Warranties
6.1. Technical Support. Except as otherwise provided herein, Seventh Knight is under no obligation to provide technical or customer support for the Services. You are solely responsible for properly installing and using the Services. You are responsible for the procurement of any hardware or services required to use the Services, including any computers, servers, or Internet access.
6.2. Use of Internet. The Services are provided over the Internet. As such, the Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond the control of Seventh Knight. Seventh Knight does not warrant that the services will be uninterrupted or that you will be able to access or use the Services at the location and times of your choosing.
6.3. Risk. THE SERVICES IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE". ANY USE OF THE SERVICES IS AT YOUR OWN RISK. THE SOFWARE MAY CONTAIN BUGS, ERRORS, ADN OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. SEVENTH KNIGHT DOES NOT WARRANT THE PERFORMANCE OF THE SERVICES, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION. SEVENTH KNIGHT IS NOT LIABLE FOR ANY DELETED, INACCESSIBLE, OR DISCLOSED DATA.
6.4. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEVENTH KNIGHT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SEVENTH KNIGHT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR NEEDS. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
6.5. Data. You are solely responsible for any data backed up by Seventh Knight and are responsible for ensuring that the data is adequately protected from compromise by a third party or a malicious application. Seventh Knight does not guarantee or represent that the files being backed up are free from viruses, malfunctions, or other problems and shall be backed up only in the state that they exist on the subscribing device. As such, compromised files backed up by Seventh Knight may remain compromised after restoration and may not be useable.
6.6. Limitation. Some jurisdictions do not allow or limit the exclusion of warranties. In such jurisdiction, these provisions shall apply to you to the maximum extent allowed by law.
7. Limitation of Liability
7.1. Special Cases. Nothing herein shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents, or in respect of fraud or of any statements made fraudulently by either party.
7.2. Responsibility. YOU ARE ULTIMATELY RESPONSIBLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU AS A RESULT OF USING OR INSTALLING THE SERVICES. SEVENTH KNIGHT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SEVENTH KNIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE DAMAGE WAS FORESEEABLE.
7.3. Limitation on Liability. EXCEPT AS STATED IN SECTION 7.1, SEVENTH KNIGHT AND ITS AFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, SEVENTH KNIGHT'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE.
7.4. Data Transfer. ALL MATERIAL AND/OR DATA DOWNLOADED OR OBTAINED THROUGH THE SERVICES OR RELATED SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR THE USE OR YOUR POSSESSION OF SUCH DATA OR MATERIAL. SEVENTH KNIGHT DOES NOT ACTIVELY MONITOR ANY INFORMATION OR MATERIAL TRANSFERRED THROUGH ITS SERVICES AND CANNOT WARRANT THE CONTENT OF SUCH MATERIAL OR DATA.
7.5. Limitations on Remedy. Except for actions and claims related to a party's indemnification obligations, all actions or claims relating to this Agreement must be brought within one (1) year from the date when the cause of action occurred.
8. Termination
8.1. Term. This Agreement is effective until terminated by you, Reseller or by Seventh Knight. Limited License Services is licensed only for the Subscription Period selected during the registration which is generally a one-year term. The Subscription Period may be renewed by paying an additional license fee as set forth on the Seventh Knight website or that of Reseller; see also section 4 of this agreement.
8.2. Termination by Seventh Knight. Seventh Knight may terminate this Agreement at any time and for any reason. Seventh Knight may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If Seventh Knight deems your use to be excessive, Seventh Knight may terminate your account or adjust the price of the Services.
8.3. Events Upon Termination. Upon termination, you must immediately cease using the Services and delete all copies of the Services found on your computer and any storage copies made. Upon termination, Seventh Knight may disable further use of the Services or related Services without further notice and may delete, remove, and erase any account information and any storage data stored by Seventh Knight. Such deletions are in Seventh Knight's sole discretion and may occur without notice to you. No refunds shall be given for any reason.
9. Indemnity
You agree to release, indemnify, defend and hold harmless Seventh Knight and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) your use or misuse of the Services, (b) your breach of this Agreement, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity. Seventh Knight may, at its own expense, assume the defense and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.
10. Privacy
10.1. Privacy Policy. Seventh Knight has built its products and services with your privacy and security in mind. To keep you informed of its privacy practices, Seventh Knight periodically publishes a Privacy Statement that is incorporated by reference into this Agreement. You can view the Privacy Statement at http://www.seventhknight.com/privacypolicy.html. Seventh Knight may update its Privacy Statement in its sole discretion. Any amendments to the Privacy Statement will be posted on the Seventh Knight website. Please periodically review our website for changes to the privacy statement.
10.2. Information Collection. Seventh Knight may gather information related to the use of its Services. This information may include private data. Seventh Knight may use this information to provide the services, gather information about the spread of online threats and share this information with others, improve its products, track geographical data, or enforce the terms of this Agreement. Seventh Knight may disclose the collected information if required or permitted by law or in response to a subpoena or other legal process. In order to promote awareness, detection and prevention of Internet security risks, Seventh Knight may share certain information with research organizations and other security Services vendors.
(i) Usage Statistics. Seventh Knight may collect usage statistics that will enable Seventh Knight to adjust our user interface (UI) and user experience (UX). The usage statistics may include: Operating System information, Monitor Resolution, Font Info, Windows AERO status, Desktop DPI, Language, User hardware id, Application Start timestamp, Application End timestamp, Control ID, type of control, Event, type of event, Position on Screen, timestamp; Full inventory of installed applications, files and registry created by each installed application, Update management for all installed Seventh Knight products.
(ii) Feedback module. Seventh Knight may collect user data through a Feedback module, which may include:
• Unique User ID generated from hardware information
• Timestamps
10.3. Opt-Out. Seventh Knight occasionally sends out informational emails about its products and services. You may 'opt-out' of receiving information not directly related to the Services you have installed or are using by emailing optout@seventhknight.com. If you do not opt out, then your acceptance of this Agreement will constitute your affirmative consent to receiving marketing and promotional material from Seventh Knight and its affiliates. Features of the Services that gather personal information can be disabled at any time by the user through the Services menu. Please refer to documentation accompanying the Services for assistance in doing so.
11. Governing Law
This Agreement shall be construed, interpreted and governed by the laws of the State of Mississippi without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Mississippi, USA.
12. Severability
If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.
13. Force Majeure
Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond the party's reasonable control, including acts of God, storms, hurricane, earthquakes, riots, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause that cannot reasonably be foreseen or controlled by such party. A party will not be liable as result of failures or errors related to the use or operation of the Internet.
14. Entire Agreement
The Agreement, the Privacy Policy, and the attached Schedules contain the entire and exclusive Agreement and understanding between the parties on the subject matter of the Agreement. The Agreement supersedes all prior agreements, understandings and arrangements related to the subject matter. No representation, undertaking or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement.
15. Waiver
No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
16. Amendments
Seventh Knight may amend this Agreement and the Services and related services offered under the Agreement in its sole discretion without notice, including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services. Seventh Knight may impose additional restraints on the use of the Services at any time. Any amendment made to this Agreement shall be posted on the Seventh Knight website and is effective immediately after posting the Agreement. The website posting shall be your sole notice of any such changes. You agree to check the Seventh Knight website periodically to obtain notice of any changes. Continued use of the Services after a change constitutes your acceptance of the change. Section headings are for convenience only and are not part of the Agreement itself.
17. Assignment
You may not assign or transfer, or purport to assign or transfer, any of your rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. Seventh Knight may assign or transfer this Agreement in its sole discretion.
18. Notices
All questions, notices, demands, or requests to Seventh Knight with respect to this Agreement shall be made in writing to: Seventh Knight, Inc., P.O. Box 820808, Vicksburg, MS. 39183. All notices to you shall be made by posting the notice on the Seventh Knight website.
19. Survival
This Agreement shall be applicable for as long as you have the Services downloaded or installed. All provisions regarding confidentiality, proprietary rights, limitation of liability, indemnity, and non-disclosure shall survive this Agreement.
20. Arbitration
To the extent permitted by law, before you may begin arbitration with respect to a dispute involving any aspect of this Agreement, you shall notify Seventh Knight, and any other party to the dispute for the purpose of seeking dispute resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following
20.1. Any unresolved dispute arising under the terms of this Agreement shall be decided by arbitration conducted through the services of the American Arbitration Association (hereinafter referred to as the "AAA").
20.2. Notice of demand for an arbitration hearing shall be in writing and properly served upon the parties to this Agreement. Arbitration hearings shall be held in the state of Mississippi at a location mutually agreeable to the parties.
20.3. There shall be one Arbitrator to hear the matter. The parties shall initially agree to a panel of 3 possible Arbitrators to hear the matter and each party shall have the opportunity to name one Arbitrator to be dropped from the panel until one remains. The party giving notice of the Arbitration demand shall be first to indicate its selection.
20.4. All costs of the Arbitration and the AAA shall be borne equally by both parties to this agreement, regardless of the final decision. The defaulting party as determined by the Arbitrator, shall pay all other costs and expenses, including reasonable attorney's fees, incurred by the party in enforcing its rights under this Agreement.
ACCEPTANCE
BY CLICKING “AGREE”, “CONTINUE” or “ACCEPT” BUTTON, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH IT. DO NOT CLICK THE "DOWNLOAD" BUTTON IF YOU DO NOT AGREE TO THIS AGREEMENT.
THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE. PLEASE READ THE AGREEMENT CAREFULLY BEFORE ACCEPTING ITS TERMS AND CONDITIONS.
IMPORTANT - PLEASE READ THESE TERMS CAREFULLY BEFORE APPLYING FOR, ACCEPTING, OR USING SEVENTH KNIGHT SERVICES. BY USING, APPLYING FOR, OR ACCEPTING THE SERVICES OR BY CLICKING ON "DOWNLOAD" BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT APPLY FOR, ACCEPT, OR USE SEVENTH KNIGHT SERVICES.
This Subscriber Agreement ("Agreement") constitutes the final binding agreement between you and Seventh Knight, Inc. ("Seventh Knight") which has its principal place of business at 1022 Highland Colony Parkway, Suite 304, Ridgeland, Mississippi, 39157.
1. License
1.1. Grant of License. Seventh Knight grants to you a limited, non-exclusive, and revocable license to download, install, backup, and use Seventh Knight's resources and services, to include (a) software and software as a service offering (“Software”); (b) Web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and Webcasts, and documents such as press releases, white papers and product data sheets (“Materials”); and (c) forums, discussion groups, chat areas, bulletin boards, blogs, wikis, e-mail functions and other series in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available content (“Community Services”). (Software, Materials, Community Services and other information, content and services are collectively referred to as “Services”). This license includes the right to use any documentation, files, or website information accompanying the Services. Any violation of the terms of this Agreement shall automatically revoke the license granted herein.
1.2. Limited License Service. The licenses granted herein are contingent upon receipt by Seventh Knight or an authorized reseller (“Reseller”) of the applicable license fees and taxes due for the Services. These fees shall allow you to use Services for the duration of the subscription service as selected by you during your registration of the Services ("Subscription Period"). The fees owed for the use of the Services are set forth on the website of Reseller or on the website of Seventh Knight where Services are purchased directly from Seventh Knight, and are subject to change without notice. License fees may vary depending on the usage of the Services. These fees are owed regardless of whether or not the Services are actually used. No refunds will be given for any unused Services or any early termination of the Subscription Period.
1.3. Trial, Evaluation, and Beta Services. If this Agreement pertains to a trial, beta, or evaluation license then the licenses granted under this Agreement will terminate upon the expiration or cancellation of the trial or evaluation period. You agree to use the Services and any services only for the duration of the trial or evaluation period and only for evaluation or testing purposes. All such licenses are limited to one per customer per promotion or beta test.
1.4. Restrictions. The licenses granted herein are only valid if:
(i) the Services are NOT modified in any manner;
(ii) all copyright and proprietary notices or labels in the Services are maintained in their original format;
(iii) the Services are only installed and used in accordance with your network security policies,
(iv) you possess the necessary authority and power to install the Services,
(v) you promptly pay all license fees when due,
(vi) this Agreement is accepted without any modification, and
(vii) you have not breached the terms of this Agreement in any manner.
1.5. Updates. For purposes of this Agreement, "Services" includes all updates, enhancements, modifications, revisions, or additions made by Seventh Knight to the included software ("Updates"). The licenses and obligations provided herein shall extend to all Updates. Any Updates are made in Seventh Knight's sole discretion and Seventh Knight is not obligated to provide Updates to you under any circumstances. Some Services uses Internet-based updating services. In this case, Seventh Knight may automatically check the version of the Services being used and may provide Updates automatically through the updating service.
1.6. Registration. The Services require registration or activation to be used properly. You agree to provide accurate and complete information on all registration forms. Failure to complete the registration or activation may limit your ability to use the Services or may disable the Services from functioning. When registering or activating Services, you will be provided an activation code. Maintaining the confidentiality of this activation code is your responsibility, and Seventh Knight is not responsible for any loss or damage arising from unauthorized access to your account or your failure to comply with this section. You are fully responsible for any activities that occur under your account or activation code even if unauthorized. You must notify Seventh Knight immediately of any unauthorized use of your account.
2. Services
2.1. Limited License. The licenses granted herein are only for a single computer for which you have paid the applicable fees and taxes for the Services and are granted solely for the purpose of allowing you to connect to and use the Services for your personal or internal business use. Multiple computers may be secured through a separate paid license for each computer. You must have a license for each computer that accesses or use the Services. You may not use the services or permit others to use the Services to encrypt or decrypt any data other than the data stored on a computer with a license. You will not use the services to perform storage or backup for any third parties.
2.2. Delivery. Seventh Knight shall provide you with an interface necessary to use the Services ("Interface"). You agree to access the Services only through the Interface and will not create any derivative works of the Interface or the Services. You agree not to circumvent any limitations to the Services or Interface as implemented by Seventh Knight.
2.3. Deletion. Seventh Knight does not maintain a copy of the data backed up to our servers and does not guarantee the information against loss or destruction. In the event that the licenses granted herein are revoked, lapse, or terminate, whether by you or by Seventh Knight, Seventh Knight may, in its sole and absolute discretion, without notice to you, delete or deny access to the backed up data and such data or files will not be available to you. You agree that Seventh Knight and its affiliates may retain (but shall have no obligation to retain) your data for a period after your trial or license has been terminated, expired, or otherwise lapsed, as part of Seventh Knight's marketing to you the opportunity to purchase, renew, or extend a license.
3. Ownership
3.1. No Ownership Rights. The Services are being licensed, not sold. This Agreement does not grant any ownership rights to you and gives you only a limited license to use the Services during the term of the Agreement. The Services and all related intellectual property rights, whether under copyright, trade secret, patent, or trademark laws, are owned by Seventh Knight and/or its licensors. Seventh Knight may pursue all legal remedies for use of the Services in violation of this Agreement. No license is granted herein to resell, create derivative works, reverse engineer, repackage, or modify the Services.
3.2. Copyright. The Services contain material that is protected by United States and foreign intellectual property laws, including copyright, trade secret, and patent law. All rights not granted to you herein are expressly reserved by Seventh Knight. You may not remove any copyright or other proprietary notice of Seventh Knight from any copy of the Services.
3.3. Modification. Seventh Knight may modify or discontinue any of its Services or the related Services without notice. Seventh Knight will provide notice of material changes to the Services or changes to this Agreement by posting such changes at www.Seventh Knight.com which shall be your sole notice of such changes. You agree and acknowledge that you will periodically check the website to inform yourself of any such changes.
3.4. Submissions. Any communications sent to Seventh Knight shall be the property of Seventh Knight or its affiliates. Unless stated otherwise herein, submissions shall not be considered confidential, and Seventh Knight shall not be liable for any use or disclosure of a submission. Except as otherwise noted herein, Seventh Knight shall be entitled to unrestricted use of any submissions for any purpose whatsoever without compensation to the provider of the submission.
4. Payment
4.1. Fees. The fees for using the Services are set forth on the website of Reseller, and on the website of Seventh Knight if you purchased Services directly from Seventh Knight, which may be modified by Seventh Knight. Your continued use of the Services and the non-termination of your account with Seventh Knight after fee changes are posted to the website constitutes your acceptance of the prices as modified. You agree to pay all fees fully and promptly.
4.2. Method of Payment. License fees for the Limited License Services must be paid in advance. Upon expiration of the license, you will be required to renew the license, by means of payment in advance to Reseller, or to Seventh Knight if services are purchased directly. In the event that payment is not made, the Services will become unavailable to you and this Agreement will terminate without notice to you.
4.3. Rejected Charges. If any charges are rejected by your credit card issuer then Reseller, or Seventh Knight, may deactivate your account until payment is successfully received. Reseller, or Seventh Knight, may deactivate any account that has a disputed charge until Seventh Knight, in its sole discretion, determines the dispute resolved.
4.4. Billing Issues. You must provide Seventh Knight notice of any billing problems or disputes within sixty (60) days after they first appear on the statement you receive from your bank, credit card company, or other billing company. Failure to notify Seventh Knight of the problem within the sixty (60) day period will result in your acceptance of the charges and you waive the right to dispute such problems or discrepancies. Failure to use your account will not be deemed a basis for refusing to pay any charges. Seventh Knight does not provide any refunds for any Services or software.
5. Restrictions and Representations
5.1. Lawful Use. The Services is solely for lawful purposes and use. You are responsible for ensuring that all use of the Services is in accordance with this Agreement. You are solely responsible for ensuring that your use of the Services complies with all applicable laws, statutes, ordinances, regulations, rules and other government authority. The Services is provided subject to this standard commercial agreement and qualifies as commercial computer Services within the meaning of the applicable government acquisition laws.
5.2. Compliance. You agree (1) not to interfere or disrupt networks connected to Seventh Knight's services; (2) to comply with all regulations, policies and procedures of networks connected to the services; (3) not to use the services to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or any third party's rights of publicity or privacy; (4) not to post, distribute, or otherwise make available or transmit any computer file that contains a virus, Trojan, adware, or other malware, (5) not to attempt to gain unauthorized access to other computer systems; and (6) not to transmit any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature.
5.3. Export. You represent and warranty that you are not located in and will not modify, export or re-export, either directly or indirectly, the Services to any country or entity under United States restrictions or to any country or entity subject to applicable trade sanctions. The United States restricted country and persons list is subject to change without notice from Seventh Knight, and you must comply with the list as it exists in fact. SEVENTH KNIGHT SHALL NOT BE LIABLE FOR YOUR VIOLATION OF ANY SUCH EXPORT OR IMPORT LAWS, WHETHER UNDER UNITED STATES LAW OR FOREIGN LAW.
6. Disclaimer of Warranties
6.1. Technical Support. Except as otherwise provided herein, Seventh Knight is under no obligation to provide technical or customer support for the Services. You are solely responsible for properly installing and using the Services. You are responsible for the procurement of any hardware or services required to use the Services, including any computers, servers, or Internet access.
6.2. Use of Internet. The Services are provided over the Internet. As such, the Services are subject to the operation of the Internet and telecommunications infrastructures as well as the operation of your Internet connection services, all of which are beyond the control of Seventh Knight. Seventh Knight does not warrant that the services will be uninterrupted or that you will be able to access or use the Services at the location and times of your choosing.
6.3. Risk. THE SERVICES IS PROVIDED TO YOU "AS IS" AND "AS AVAILABLE". ANY USE OF THE SERVICES IS AT YOUR OWN RISK. THE SOFWARE MAY CONTAIN BUGS, ERRORS, ADN OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. SEVENTH KNIGHT DOES NOT WARRANT THE PERFORMANCE OF THE SERVICES, THAT THE SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES WILL OPERATE IN ACCORDANCE WITH ANY ACCOMPANYING DOCUMENTATION. SEVENTH KNIGHT IS NOT LIABLE FOR ANY DELETED, INACCESSIBLE, OR DISCLOSED DATA.
6.4. Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SEVENTH KNIGHT DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SEVENTH KNIGHT DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR NEEDS. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.
6.5. Data. You are solely responsible for any data backed up by Seventh Knight and are responsible for ensuring that the data is adequately protected from compromise by a third party or a malicious application. Seventh Knight does not guarantee or represent that the files being backed up are free from viruses, malfunctions, or other problems and shall be backed up only in the state that they exist on the subscribing device. As such, compromised files backed up by Seventh Knight may remain compromised after restoration and may not be useable.
6.6. Limitation. Some jurisdictions do not allow or limit the exclusion of warranties. In such jurisdiction, these provisions shall apply to you to the maximum extent allowed by law.
7. Limitation of Liability
7.1. Special Cases. Nothing herein shall exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or its directors, officers, employees, contractors or agents, or in respect of fraud or of any statements made fraudulently by either party.
7.2. Responsibility. YOU ARE ULTIMATELY RESPONSIBLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU AS A RESULT OF USING OR INSTALLING THE SERVICES. SEVENTH KNIGHT WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF SEVENTH KNIGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE DAMAGE WAS FORESEEABLE.
7.3. Limitation on Liability. EXCEPT AS STATED IN SECTION 7.1, SEVENTH KNIGHT AND ITS AFFILIATES, OFFICERS, LICENSORS, AND/OR CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, SEVENTH KNIGHT'S LIABILITY IS LIMITED TO THE FULL EXTENT PERMITTED BY LAW IN SUCH STATE.
7.4. Data Transfer. ALL MATERIAL AND/OR DATA DOWNLOADED OR OBTAINED THROUGH THE SERVICES OR RELATED SERVICES IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR THE USE OR YOUR POSSESSION OF SUCH DATA OR MATERIAL. SEVENTH KNIGHT DOES NOT ACTIVELY MONITOR ANY INFORMATION OR MATERIAL TRANSFERRED THROUGH ITS SERVICES AND CANNOT WARRANT THE CONTENT OF SUCH MATERIAL OR DATA.
7.5. Limitations on Remedy. Except for actions and claims related to a party's indemnification obligations, all actions or claims relating to this Agreement must be brought within one (1) year from the date when the cause of action occurred.
8. Termination
8.1. Term. This Agreement is effective until terminated by you, Reseller or by Seventh Knight. Limited License Services is licensed only for the Subscription Period selected during the registration which is generally a one-year term. The Subscription Period may be renewed by paying an additional license fee as set forth on the Seventh Knight website or that of Reseller; see also section 4 of this agreement.
8.2. Termination by Seventh Knight. Seventh Knight may terminate this Agreement at any time and for any reason. Seventh Knight may monitor its systems for excessive consumption of network resources and may take technical or other remedies deemed necessary to prevent or eliminate any excessive consumption. If Seventh Knight deems your use to be excessive, Seventh Knight may terminate your account or adjust the price of the Services.
8.3. Events Upon Termination. Upon termination, you must immediately cease using the Services and delete all copies of the Services found on your computer and any storage copies made. Upon termination, Seventh Knight may disable further use of the Services or related Services without further notice and may delete, remove, and erase any account information and any storage data stored by Seventh Knight. Such deletions are in Seventh Knight's sole discretion and may occur without notice to you. No refunds shall be given for any reason.
9. Indemnity
You agree to release, indemnify, defend and hold harmless Seventh Knight and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) your use or misuse of the Services, (b) your breach of this Agreement, or (c) your infringement upon any intellectual property or other proprietary right of any person or entity. Seventh Knight may, at its own expense, assume the defense and control of any matter otherwise subject to indemnification by you. Doing so shall not excuse your indemnity obligations in this Agreement. The terms of this paragraph will survive any termination or cancellation of the Agreement.
10. Privacy
10.1. Privacy Policy. Seventh Knight has built its products and services with your privacy and security in mind. To keep you informed of its privacy practices, Seventh Knight periodically publishes a Privacy Statement that is incorporated by reference into this Agreement. You can view the Privacy Statement at http://www.seventhknight.com/privacypolicy.html. Seventh Knight may update its Privacy Statement in its sole discretion. Any amendments to the Privacy Statement will be posted on the Seventh Knight website. Please periodically review our website for changes to the privacy statement.
10.2. Information Collection. Seventh Knight may gather information related to the use of its Services. This information may include private data. Seventh Knight may use this information to provide the services, gather information about the spread of online threats and share this information with others, improve its products, track geographical data, or enforce the terms of this Agreement. Seventh Knight may disclose the collected information if required or permitted by law or in response to a subpoena or other legal process. In order to promote awareness, detection and prevention of Internet security risks, Seventh Knight may share certain information with research organizations and other security Services vendors.
(i) Usage Statistics. Seventh Knight may collect usage statistics that will enable Seventh Knight to adjust our user interface (UI) and user experience (UX). The usage statistics may include: Operating System information, Monitor Resolution, Font Info, Windows AERO status, Desktop DPI, Language, User hardware id, Application Start timestamp, Application End timestamp, Control ID, type of control, Event, type of event, Position on Screen, timestamp; Full inventory of installed applications, files and registry created by each installed application, Update management for all installed Seventh Knight products.
(ii) Feedback module. Seventh Knight may collect user data through a Feedback module, which may include:
• Unique User ID generated from hardware information
• Timestamps
10.3. Opt-Out. Seventh Knight occasionally sends out informational emails about its products and services. You may 'opt-out' of receiving information not directly related to the Services you have installed or are using by emailing optout@seventhknight.com. If you do not opt out, then your acceptance of this Agreement will constitute your affirmative consent to receiving marketing and promotional material from Seventh Knight and its affiliates. Features of the Services that gather personal information can be disabled at any time by the user through the Services menu. Please refer to documentation accompanying the Services for assistance in doing so.
11. Governing Law
This Agreement shall be construed, interpreted and governed by the laws of the State of Mississippi without regard to conflicts of law provisions thereof. You agree that the exclusive forum for any disputes arising out of or relating to this Agreement shall be an appropriate federal or state court sitting in Mississippi, USA.
12. Severability
If a provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Agreement will not be affected, impaired or invalidated. If the absence of the provision adversely affects the substantive rights of a party, the parties agree to replace the provision with a new provision that closely approximates the economic and proprietary results intended by the parties.
13. Force Majeure
Any delays in or failure by either party in the performance of any obligation under this Agreement shall be excused to the extent that such failure or delay is caused by occurrences beyond the party's reasonable control, including acts of God, storms, hurricane, earthquakes, riots, war (whether declared or not), sabotage, interruption or failure of telecommunication or digital transmission links, Internet slow-downs or failures, and any other cause that cannot reasonably be foreseen or controlled by such party. A party will not be liable as result of failures or errors related to the use or operation of the Internet.
14. Entire Agreement
The Agreement, the Privacy Policy, and the attached Schedules contain the entire and exclusive Agreement and understanding between the parties on the subject matter of the Agreement. The Agreement supersedes all prior agreements, understandings and arrangements related to the subject matter. No representation, undertaking or promise made prior to the Agreement shall be effective or valid except as may be expressly stated in the Agreement.
15. Waiver
No waiver, delay or discharge by a party will be valid unless in writing and signed by an authorized representative of the party against which its enforcement is sought. Neither the failure of either party to exercise any right of termination nor the waiver of any default will constitute a waiver of the rights granted in the Agreement with respect to any subsequent or other default.
16. Amendments
Seventh Knight may amend this Agreement and the Services and related services offered under the Agreement in its sole discretion without notice, including license fees, availability, equipment and Services requirements, and limits or restrictions on the use of Services or services. Seventh Knight may impose additional restraints on the use of the Services at any time. Any amendment made to this Agreement shall be posted on the Seventh Knight website and is effective immediately after posting the Agreement. The website posting shall be your sole notice of any such changes. You agree to check the Seventh Knight website periodically to obtain notice of any changes. Continued use of the Services after a change constitutes your acceptance of the change. Section headings are for convenience only and are not part of the Agreement itself.
17. Assignment
You may not assign or transfer, or purport to assign or transfer, any of your rights, duties, or obligations under the Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law, or otherwise. Seventh Knight may assign or transfer this Agreement in its sole discretion.
18. Notices
All questions, notices, demands, or requests to Seventh Knight with respect to this Agreement shall be made in writing to: Seventh Knight, Inc., P.O. Box 820808, Vicksburg, MS. 39183. All notices to you shall be made by posting the notice on the Seventh Knight website.
19. Survival
This Agreement shall be applicable for as long as you have the Services downloaded or installed. All provisions regarding confidentiality, proprietary rights, limitation of liability, indemnity, and non-disclosure shall survive this Agreement.
20. Arbitration
To the extent permitted by law, before you may begin arbitration with respect to a dispute involving any aspect of this Agreement, you shall notify Seventh Knight, and any other party to the dispute for the purpose of seeking dispute resolution. If the dispute is not resolved within sixty (60) days after the initial notice, then a party may proceed in accordance with the following
20.1. Any unresolved dispute arising under the terms of this Agreement shall be decided by arbitration conducted through the services of the American Arbitration Association (hereinafter referred to as the "AAA").
20.2. Notice of demand for an arbitration hearing shall be in writing and properly served upon the parties to this Agreement. Arbitration hearings shall be held in the state of Mississippi at a location mutually agreeable to the parties.
20.3. There shall be one Arbitrator to hear the matter. The parties shall initially agree to a panel of 3 possible Arbitrators to hear the matter and each party shall have the opportunity to name one Arbitrator to be dropped from the panel until one remains. The party giving notice of the Arbitration demand shall be first to indicate its selection.
20.4. All costs of the Arbitration and the AAA shall be borne equally by both parties to this agreement, regardless of the final decision. The defaulting party as determined by the Arbitrator, shall pay all other costs and expenses, including reasonable attorney's fees, incurred by the party in enforcing its rights under this Agreement.
ACCEPTANCE
BY CLICKING “AGREE”, “CONTINUE” or “ACCEPT” BUTTON, YOU AGREE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND THAT YOU WILL BE BOUND BY AND COMPLY WITH IT. DO NOT CLICK THE "DOWNLOAD" BUTTON IF YOU DO NOT AGREE TO THIS AGREEMENT.