Remote Support (SupportNOW) Terms and Conditions
TEK911 Inc. - Remote Assistance Service Agreement. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. These terms (the "Terms") govern your use of the web site at "tek911.com, teksupportnow.com, tek123.com" ("Site") and any computer support services provided either by telephone or computer (the Site and the computer support services are collectively referred to as the "Services") provided by Tek911 Inc., its subsidiaries, affiliates and contractors ("PROVIDER", "Tek911 Inc.," "we" or "us"). By accessing, ordering or using the Services via telephone or online via the Site, you ("You" or "Your") and other users of the Services (collectively, "CLIENT","Users") agree to these Terms. If You do not agree to these Terms, You may not access or use the Services. Terms of Use We provide You with access to and use of the Services subject to Your compliance with the Terms. Tek911 Inc. reserves the right to refuse to provide the Services to anyone at any time without notice for any reason. You represent and warrant to us that (a) You are at least 18 years old; (b) You have the right, capacity and authorization necessary to legally bind Yourself to the Terms; (c) You have read and agree to the terms of the Privacy Policy on the Site, (d) You will comply with all treaties, laws, rules and regulations applicable to Your use of the Services, (e) any information You submit to Tek911 Inc. is correct and complete, and (f) any payment or credit card information You supply is correct. Authorization to Access your Computer You acknowledge that by your use of the Services you are authorizing Tek911 Inc. to access and control your computer for the purposes of computer diagnosis, service and repair. In connection with delivering the services, Tek911 Inc. may download and use software, gather system data, take remote control of your computer and access or modify your computer settings. By accepting these terms, you hereby grant Tek911 Inc. the right to connect to your computer, download and use software on your computer to gather system data, repair your computer, take remote control of your computer and change the settings on your computer while performing the services. Other than as set forth in the warranty section below, you agree that Tek911 Inc. has no responsibility or liability under any circumstance at any time for any loss or harm that may arise from or may be related to the services. Data Backup TEK911 INC. DOES NOT PROVIDE DATA BACKUP OR RESTORATION SERVICES. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING AND BACKING UP ALL INFORMATION, DATA, TEXT OR OTHER MATERIALS (COLLECTIVELY "CUSTOMER DATA") AND SOFTWARE STORED ON YOUR COMPUTER AND STORAGE MEDIA BEFORE ORDERING THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT TEK911 INC. OR ITS REFERRAL PARTNERS HAVE NO RESPONSIBILITY OR LIABILITY UNDER ANY CIRCUMSTANCE AT ANY TIME FOR ANY LOSS OR CORRUPTION OF CUSTOMER DATA, SOFTWARE OR HARDWARE THAT MAY ARISE OUT OF THE SERVICES. TEK911 INC. DOES NOT PROVIDE BACKUP COPIES OR SUPPORT INSTALLATION OF UNLICENSED SOFTWARE TO CUSTOMERS. PLEASE ENSURE THAT YOU HAVE A LICENSED COPY OF ALL NECESSARY SOFTWARE. TEK911 Inc. does not take any responsibility for any data that could be on any hard drives, memory drives, peripherals or any other device. TEK911 Inc. will attempt to back up or recover existing data, but cannot be held responsible for any loss of data, whether it be by accident or intended. If necessary, TEK911 Inc. may delete some or all files (data and software programs) in order to make the computer functional again. Scope of Services You may initiate the Services via telephone or other means made available by Tek911 Inc. Tek911 Inc. will use reasonable efforts to answer Your personal technology question and resolve Your personal technology problem for a fee as set forth in the Site or quoted on the telephone. Upon receiving the telephone call, Tek911 Inc. may provide certain portions of the Services via remote control session, online chat or e-mail. We may set forth limits to the personal technology we support. Certain Services may have minimum system requirements. Fees and Payments The applicable fees for the Services You order will be quoted on the telephone and may be available on the Site. The fee for the Services will be charged directly on Your credit card and You agree to pay the charges applicable to Your selected Services, as well as any applicable taxes. Special rates and fees are available for Clients with service contracts. Privacy The Provider will not save any data or files belonging to the client after the remote session has ended. Any files transferred to the provider for the purposes of analysis or fault diagnosis will be erased after the remote session has ended. Each remote access PIN provided by the provider to the client will only remain active for one session. Limited Liability. PROVIDER shall not be liable under any circumstances for any special, consequential, incidental or exemplary damages arising out of or in any way connected with this agreement or the product, including but not limited to damages for lost profits, loss of use, lost data, phone bills, communication lines bills, loss of privacy, damages to third party even if PROVIDER has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claims based upon principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose or otherwise. Access, Collection and Use of Data (Non-Personal Information) In the course of providing this service, Tek911 Inc. may: - collect statistical usage information about Tek911 Inc. sessions; and - collect the following information encrypted in a data log file sent back to Tek911 Inc.: Session ID - Random number used to identify each Tek911 Inc. session Session Log - A log or recording of all actions from the technician will be captured Date / Time - Date and time that a session started and ended Service Pack - Version of Windows service pack installed Computer Type - Computer make and model Edition - Version of Operating System installed (XP Pro, XP Home, Vista, OS X etc.) System Devices - System profile information (Example: Internet Explorer settings, Hard Drive Free Space, Running Processes) Access, Collection and Use of Personal Information In the course of providing this service, Tek911 Inc. may access your serial numbers. Tek911 Inc. may also monitor or record Tek911 Inc. sessions, which could include your telephone call and screen shots of your system, and which may involve the inadvertent collection of your personal information. Tek911 Inc. will only use this information for quality control purposes, and will only retain it for a limited period of time. Tek911 Inc. uses a variety of security technologies and procedures to help protect personal information from unauthorized access, use, and disclosure. Tek911 Inc. sessions may be monitored or recorded for quality control purposes. If potentially illegal, suspicious or dangerous activity is discovered during the course of the Tek911 Inc. session, Tek911 Inc. reserves the right to report it to appropriate agencies, including law enforcement. Entire Agreement This Agreement constitutes the entire understanding and contract between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings and agreements between the parties with respect to the subject matter hereof, all of which representations, communications, understandings and agreements are hereby canceled to the extent they are not specifically merged herein. The parties acknowledge and agree that neither of the parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein. Modification This Agreement shall not be modified, amended, canceled or in any way altered, nor may it be modified by custom and usage of trade or course of dealing, except by an instrument in writing and signed by both of the parties hereto. Waiver. Performance of any obligation required of a party there under may be waived only by a written waiver signed by the other party, which waiver shall be effective only with respect to the specific obligation described therein. The waiver by either party hereto of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach of the same provision or any other provision of this Agreement. DISCLAIMER OF WARRANTIES YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OF THE SERVICES, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TEK911 INC. DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN RESOLVING YOUR QUESTION OR COMPUTER PROBLEM. TEK911 INC. MAKES NO WARRANTY THAT THE SERVICES WILL MEET USERS´ EXPECTATIONS OR REQUIREMENTS. NO ADVICE, RESULTS, CONTENT OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICES SHALL CREATE ANY WARRANTY. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Use of Software and Tools Tek911 Inc. may need to download and/or run software on Your personal computer to help diagnose and resolve Your personal technology problem. Tek911 Inc. uses several types of software: the first type provides computer system information to Tek911 Inc. which helps us diagnose and resolve Your personal technology problem, the second type allows Tek911 Inc. to remotely control Your computer and modify its settings or software, and the third type generally consists of utilities and other tools to improve computer performance and help resolve Your personal technology problem. You acknowledge and agree that use of all Tek911 Inc. software and third party software and tools (accessed, downloaded or otherwise provided or made available with the Services (collectively "Software") are subject to the license agreements that may appear or be referenced when You access or download the Software. You may not access, download or use any Software without agreeing to the terms and conditions of the license agreements without modification. You agree that we may download and utilize Software from third party web sites and accept any applicable license agreements on your behalf. You acknowledge and agree that we may download and install trial versions of Software that will expire and cease to function after a certain period of time (usually thirty days) unless you purchase a license to continue using such Software. You may use the Tek911 Inc. software only in connection with the Services and for no other purpose. You agree that we may, but are not obligated to, remove any Software downloaded to your computer during the Services after we have completed or terminated the Services. Customer Responsibilities You must cooperate with Tek911 Inc. and promptly respond to our requests for information and comply with our requests to take actions to resolve Your personal technology problem. You must consent to the downloading and use of Software on Your personal computer and accept all applicable license agreements for the Software. Monitoring of the Services We may, but have no obligation to, monitor and record the Services, including telephone calls and online sessions for purposes of improving customer service, internal training and internal market research. You acknowledge and agree that we do retain the right to monitor and record the Services and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Services properly, or to protect ourselves and/or our Users. Please see our Privacy Policy for further details. Registration, Passwords and Security In order to use certain Services, we may require that You register. During the registration process, You may be asked to designate, or we may designate for You, a user name and password. You are responsible for maintaining the confidentiality of any password or account information You receive from Tek911 Inc., and are responsible for all activities that occur using that password or other account information. You must notify Tek911 Inc. immediately upon learning of any unauthorized disclosure or use of Your password or other account information. Tek911 Inc. has no liability for any unauthorized use of the Services under Your account or on Your computer. Service Availability The Services may not always be available in Your time zone or geographic location. The Services may not always be available due to system maintenance or Internet service disruptions. Use of the Services Your use of the Services is only for personal and noncommercial purposes on Your personal technology, and not for resale or transfer to others. You may not sell, lease or rent access to or use of the Services. You may not allow manufacturers, suppliers or vendors of Your personal support technology, or providers of services relating to such technology, to access or use the Services. You may not use, download or copy any information, data, text, photographs, graphics, video, or other materials provided with the Services ("Content") unless: (1) You use the Content solely for personal, informational and non-commercial purposes; (2) Tek911 Inc.´s trademarks and copyright symbol and statement set forth on each page of the Site appears on each downloaded or copied page; and (3) no modifications are made to any Content. The rights granted to You in connection with the Services constitute a license and not a transfer of title. Tek911 Inc. reserves the right to revoke the authorization to view, download and print the Content available on the Site at any time, and any such use shall be discontinued immediately upon notice from Tek911 Inc. Except as expressly provided herein, You may not use, download, upload, copy, print, display, perform, reproduce, publish, license, post, transmit or distribute any Content from the Services in whole or in part without the prior written permission of Tek911 Inc. Any rights not expressly granted herein are reserved by Tek911 Inc. Restrictions You shall not: (a) "mirror" any Content on the Site on any other server without Tek911 Inc.'s prior express written permission, (b) use the Service for any illegal purpose, (c) misuse, abuse or make any unauthorized use of any property, network, website, personnel or equipment of Tek911 Inc. or its customers or its suppliers, including but not limited interfering with or otherwise disrupting networks connected to the Service, (d) engage in any activities or actions in connection with the Services that infringe or misappropriate the intellectual property rights of others, including without limitation, copyright, patent, trademark, trade secret and confidential information, (e) engage in any activities that violate the personal privacy or publicity rights of others; (f) access, monitor or use data, traffic, computers, systems, facilities or networks provided with or accessible from the Services, without proper authorization, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network; (g) send unsolicited commercial messages, advertising, informational announcements or communications in any form ("SPAM") in connection with the Services; or (h) interfere with the Services or any system, service, network, or person accessible from the Services, including without limitation deliberate attempts to overload a system by the multiple postings of messages. Modifications to the Services We reserve the right, for any reason, in our sole discretion and without notice to You, to modify, terminate, change, suspend or discontinue any and all aspects of the Services, including Content, Software, features and/or hours of availability, and we will not be liable to You or to any third party for doing so. Security While we use reasonable security measures to deliver the Services, You understand and acknowledge that no data transmission over the Internet can be guaranteed to be 100% secure and in any event we cannot guarantee that any personal information You submit to us will be free from unauthorized intrusion. Submissions All comments, feedback, information (other than your personally identifiable information or billing information) or materials submitted to Tek911 Inc. ("Submissions") shall be considered non-confidential and Tek911 Inc.'s property. By providing such Submissions to Tek911 Inc., You agree to assign to Tek911 Inc., at no charge, all worldwide rights, title and interest in copyrights and other intellectual property rights to the Submissions. Tek911 Inc. shall be free to use and/or disseminate such Submissions on an unrestricted basis for any purpose. You acknowledge that You are responsible for the Submissions that You provide, and that You have full responsibility for the Submissions, including their legality, reliability, appropriateness, originality and copyright. Any or all Submissions You provide in connection with the Services may be purged periodically in Tek911 Inc.´s sole discretion. International Use You agree to comply with all applicable export laws and regulations, including without limitation, those of the United States Department of Commerce. You represent and warrant that You are not on the United States' prohibited party list and not located in or a national resident of any country on the United States' prohibited country list. Proprietary Rights Tek911 Inc. respects the proprietary rights of software and hardware manufacturers and will not install or support unlicensed materials. The Services, and the Software and Content provided with the Services, are protected by law including copyright, trademark, service mark, patent or other proprietary rights and laws. Tek911 Inc. is the copyright owner or licensee of the Services, Software, and Content, unless otherwise indicated. If You make use of the Services, Software or Content, other than as expressly provided herein, You may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material, patents or any other intellectual property by including them with the Services. COPYRIGHT NOTICE: Copyright © 2007 Tek911 Inc., All Rights Reserved. Trademark Information Tek911 Inc. all Tek911 Inc. product names, service names, logos, designs, titles, words or phrases are protected under law as the trademarks, service mark or trade names of Tek911 Inc., Such trademarks, service marks and trade names may be registered in the United States and internationally. Nothing on the Site should be construed to grant any license or right to use any Tek911 Inc. marks without the written consent of Tek911 Inc., All other trademarks, product names, trade names, and logos used within these pages are the property of their respective holders. Use of other company trademarks, trade names, product names and logos or images of the same does not necessarily constitute: (1) an endorsement by such company of Tek911 Inc. and its products, or (2) an endorsement of the company or its products by Tek911 Inc. Links from and to the Site This Site may contain hyperlinks to Web sites that are not controlled by Tek911 Inc. Tek911 Inc. is not responsible for and does not endorse or accept any responsibility over the contents or use of these Web sites, including, without limitation, the accuracy or reliability of any information, data, opinions, advice or statements made on these Web sites. You may not provide any type of link to the Site without the express written permission of Tek911 Inc. We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time. Dealings with Third Parties Your dealings with other entities promoted on or through the Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such other entity. You agree that Tek911 Inc. shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the promotion of such other entities on the Services. Likewise, any third parties that may refer You to the Services have no responsibility or liability for the Services provided by Tek911 Inc. TERMINATION TEK911 INC. RESERVES THE RIGHT TO CEASE PROVIDING THE SERVICES FOR ANY REASON AT ANY TIME AND INSTEAD REFUND THE FEES PAID FOR THE APPLICABLE SERVICES FOR THE TIME PERIOD, IF ANY, AFTER TERMINATION OF THE SERVICES. IF YOU BREACH THE TERMS NO REFUND WILL BE PROVIDED. OTHER THAN PROVIDING A REFUND WHEN WE TERMINATE FOR OUR CONVENIENCE, TEK911 INC. WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR TERMINATION OF THE SERVICES FOR ANY REASON. YOU ACKNOWLEDGE AND AGREE THAT UPON TERMINATION Tek911 Inc. MAY IMMEDIATELY DEACTIVATE OR DELETE YOUR USER ACCOUNT AND ALL RELATED INFORMATION AND FILES IN YOUR USER ACCOUNT AND/OR BAR ANY FURTHER ACCESS TO THE SERVICES. INDEMNITY YOU AGREE TO DEFEND, INDEMNIFY AND HOLD TEK911 INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, IN ANY WAY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR VIOLATION OF THE TERMS. LIMITATION OF LIABILITY IN NO EVENT SHALL TEK911 INC., ITS SUPPLIERS, AND REFERRAL PARTNERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SERVICES, SOFTWARE, CONTENT OR YOUR PERSONAL COMPUTER AND OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF Tek911 Inc. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF TEK911 INC. TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SERVICES, SOFTWARE OR CONTENT EXCEED THE GREATER OF THE AMOUNT PAID FOR THE SERVICES AT ISSUE OR US$100.00. Applicable Law; Arbitration; Jurisdiction You agree that the laws of the state of California, excluding its conflicts-of-law rules, shall govern these Terms. Except for actions for injunctive relief to protect Tek911 Inc.´s intellectual property, any dispute arising out of the Services shall be subject to binding arbitration in San Mateo County, California. Such arbitration shall be conducted by a single arbitrator under the then current rules of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under these Terms may be joined with an arbitration involving any other party subject to these Terms through class arbitration proceedings or otherwise. In the event Tek911 Inc. seeks injunctive relief against You for breach of its intellectual property rights, You expressly agree that exclusive jurisdiction for any claim or dispute with Tek911 Inc. or relating in any way to Your use of the Services resides in the state and federal courts of Los Angeles County, California, and You further agree and expressly consent to the exercise of personal jurisdiction in the state and federal courts of Los Angeles County, California, in connection with any such dispute and including any claim involving Tek911 Inc. You agree that, notwithstanding any statute of limitations or other law which provides otherwise, any claim or cause of action arising out of or relating to the Services, these Terms or the Site must be filed within one (1) year after such claim or action arose or be forever barred. Electronic Communications The information communicated on this Site constitutes an electronic communication. When You communicate with us through the Site or other forms of electronic media, such as e-mail, you are communicating with us electronically. You agree that we may communicate electronically and that such communications, as well as notices, disclosures, agreements and other communications that we provide to You electronically, are equivalent to communications in writing and shall have the same force and effect as if they were in writing and signed by us. Notices and communications to Tek911 Inc. must be sent to the applicable address given in these Terms or to help@tek911.com Notice for California Users Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The headquarters of Tek911 Inc. is currently located at 9740 Charnock Ave, Los Angeles, California 900034, phone (310) 287-1599. The charges for the Services are specified on the Site. If you have a complaint regarding the Services, please contact Tek911 Inc. by writing to the address above, or by e-mail at help@tek911.com, or by calling (310) 287-1599. The Consumer Information Center of the Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N-112, Sacramento, CA 95384, or by telephone at (916) 445-1254 or (800) 952-5210. General Information This version of the Terms is effective as of Febuary 1, 2007. The most current version of the Terms is available at "http://www.tek911.com/remote-terms.shtml" You should check these Terms periodically for modifications as we may modify the Terms from time to time without notice to You. By using the Services following any modifications to the Terms, You agree to be bound by such modifications. The Terms together with the Privacy Policy and any applicable license agreements constitute the entire agreement between You and Tek911 Inc. and govern Your use of the Services, superseding any prior or contemporaneous agreements between You and Tek911 Inc. The failure of Tek911 Inc. to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign the Terms or any of Your rights or obligations under the Terms without Tek911 Inc.'s express written consent. The Terms inure to the benefit of Tek911 Inc.'s successors, assigns and licensees. The section titles in the Terms are for convenience only and have no legal or contractual effect. >END USER LICENSE AGREEMENT IMPORTANT NOTICE READ THIS AGREEMENT CAREFULLY BEFORE OPENING OR INSTALLING THIS SOFTWARE THE SOFTWARE PRODUCT (AS DEFINED BELOW) CONTAINS CERTAIN COMPUTER PROGRAMS, DOCUMENTATION, OR OTHER PROPRIETARY MATERIAL THAT BELONG TO TEK911 INC., AND ITS SUPPLIERS AND YOUR USE OF THIS SOFTWARE PRODUCT IS SUBJECT TO THIS LEGALLY BINDING SOFTWARE LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON, AND DO NOT INSTALL OR USE THIS SOFTWARE PRODUCT. WHEN YOU CLICK ON THE "ACCEPT" BUTTON OR WHEN YOU OR LICENSEE (AS DEFINED BELOW) OTHERWISE INSTALL OR USE ANY PART OF THIS SOFTWARE PRODUCT, YOU ARE CONSENTING TO BEING BOUND BY, AND BECOMING A PARTY TO, THIS AGREEMENT WHICH INCLUDES LIMITATIONS ON USE; TRANSFERABILITY, WARRANTY, AND LIABILITY. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT, LICENSOR (AS DEFINED BELOW) DOES NOT AUTHORIZE YOU TO USE OR HAVE ANY LICENSE TO ANY PART OF THIS SOFTWARE PRODUCT. IN ADDITION, BY INSTALLING, COPYING OR OTHERWISE USING ANY SOFTWARE PRODUCT UPDATES THAT YOU RECEIVE ("UPDATES"), YOU AGREE TO BE BOUND BY ANY ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES. IF YOU DO NOT AGREE TO THE ADDITIONAL LICENSE TERMS THAT ACCOMPANY SUCH UPDATES, YOU MAY NOT INSTALL, COPY OR USE SUCH UPDATES. IN THE EVENT YOU, OR SOMEONE ON YOUR BEHALF, HAVE EXECUTED A WRITTEN AGREEMENT WITH LICENSOR REGARDING THE USE OF THIS SOFTWARE PRODUCT, THEN YOUR USE OF THIS SOFTWARE PRODUCT IS SUBJECT TO SUCH WRITTEN AGREEMENT TO THE EXTENT SUCH WRITTEN AGREEMENT DIFFERS FROM THIS AGREEMENT. This Agreement is between you, the user (and sometimes referred to as Licensee), and Licensor. This Agreement governs your use of this Software Product. For purposes of this Agreement, "Licensor" shall mean the party from which you acquired the Software Product. The term "Software Product" means all copies of this computer program which you are accessing, installing, using, downloading, copying, or otherwise benefiting from, and any updates, modified versions, upgrades, updates, additions, and copies of the software or Documentation (as defined below) accessed, installed, used, downloaded, copied or benefited from by you in any format, including but not limited to, in the format of a temporary plug-in, and all technical documentation provided to you related to the Software Product ("Documentation"). 1. OWNERSHIP. This Software Product is licensed (not sold) to you; Tek911 Inc., or its suppliers own all copyright, trade secret, trademark, patent and other proprietary rights in the Software Product. Your license confers no title to, or ownership in, the Software Product. 2. AUTHORIZED USE. Unless otherwise specifically provided in writing by Licensor (in which case such specified usage rights will apply), and subject to the terms of this Agreement, Licensor grants to you a nonexclusive, nontransferable, nonsublicensable, limited license to use the Software Product on a single computer for personal use purposes only. You may make one (1) copy of the Software Product for back-up purposes only. The Software Product may not be shared, installed, or used concurrently on different computers. 3. RESTRICTIONS. Except as may be permitted by applicable law, Licensee shall not (and shall not allow any third party to) (i) decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Software Product by any means whatsoever, (ii) remove any product identification, copyright or other notices, (iii) provide, lease, lend, use for timesharing, service bureau or hosting purposes or otherwise use or allow others to use the Software Product to or for the benefit of third parties, (iv) modify or incorporate into or with other software or create a derivative work of any part of the Software Product, (v) disseminate information or analysis (including, without limitation, benchmarks) regarding the quality or performance of the Software Product, (vi) use the output or other information generated by the Software Product (including, without limitation, output describing the structure of a software program) for any purpose other than use by the Software Product in accordance with this Agreement, or (vii) resell, sublicense, distribute, or transfer the Software Product or any component thereof to any third party. Notwithstanding anything else, Tek911 Inc., retains all title to, and, except as expressly licensed herein, all rights to the Software Product, all copies and derivatives thereof and all related documentation and materials. Licensee must reproduce and include the copyright notice and other proprietary notices that appear on the original Software Product on any copies and any media thereof made in accordance with the terms of this Agreement. 4. NO WARRANTY. LICENSEE ACKNOWLEDGES THAT THE SOFTWARE PRODUCT AND DOCUMENTATION ARE PROVIDED "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LICENSEE AGREES THAT ALL RISK PERTAINING TO THE USE OF THE SOFTWARE PRODUCT AND DOCUMENTATION ARE ASSUMED BY LICENSEE. LICENSOR AND ITS SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW) WITH RESPECT TO THE SOFTWARE PRODUCT OR OTHER MATERIALS PROVIDED BY LICENSOR. LICENSOR AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS ERROR-FREE OR THAT OPERATION OF THE SOFTWARE PRODUCT WILL BE SECURE OR UNINTERRUPTED. LICENSOR AND ITS SUPPLIERS MAKE NO REPRESENTATION OR WARRANTY AND HAVE NO LIABILITY WHATSOEVER WITH REGARD TO THE FUNCTIONING OR OPERATION OF THE SOFTWARE PRODUCT WITH OTHER EQUIPMENT OR SOFTWARE OF LICENSEE OR ANY THIRD PARTY SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR SUPPLIER OR THEIR EMPLOYEES OR AGENTS WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE. 5. TERM AND TERMINATION. Unless otherwise specifically provided by Licensor in a written agreement (in which case such specified term shall apply), the term of this Agreement is thirty (30) days. This Agreement shall immediately terminate upon Licensee's breach of the Agreement. All provisions except Section 2 shall survive termination. Upon termination, Licensee shall immediately cease all use of the Software Product and return or destroy all copies of the Software Product and all portions thereof. Termination is not an exclusive remedy and all other remedies will be available whether or not this Agreement is terminated. 6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL TEK911 INC., ITS SUPPLIERS OR LICENSOR BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY, FOR ANY ERROR, OMISSION, DEFECT, DEFICIENCY OR NON-CONFORMITY IN THE SOFTWARE PRODUCT OR FOR ANY LOSS OF USE, REVENUE OR PROFIT, LOST OR DAMAGED DATA, LOSS OF CONFIDENTIAL INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING GOOD FAITH OR REASONABLE CARE, OR OTHER COMMERCIAL OR ECONOMIC LOSS OR FOR ANY INDIRECT, INCIDENTAL, COVER, SPECIAL, STATUTORY, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER RELATED TO YOUR USE OR RELIANCE UPON THE SOFTWARE PRODUCT AND DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. FURTHER, AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NEITHER TEK911 INC., ITS SUPPLIERS OR LICENSOR SHALL BE LIABLE OR OBLIGATED TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR UNDER CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS OF THE GREATER OF (I) THE AGGREGATE OF THE FEES PAID TO LICENSOR BY LICENSEE, OR (II) US$100. THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO LICENSEE. 7. GENERAL PROVISIONS. 7.1 Remedies and Legal Actions. The failure of either party to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this Agreement or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any rights, and the obligations of the party with respect to such future performance shall continue in full force and effect. The remedies under this Agreement shall be cumulative and not alternative and the election of one remedy for a breach shall not preclude pursuit of other remedies unless as expressly provided in this Agreement. This Agreement shall be governed in all respects by the substantive laws of the State of California, United States of America (excluding conflict of laws rules) as applied to agreements entered into and to be performed entirely within the State of California between California residents, without regard to the U.N. Convention on Contracts for the International Sale of Goods. Any dispute regarding this Agreement involving Tek911 Inc., shall be subject to the exclusive jurisdiction of the California state courts in and for San Mateo County, California or, if there is federal jurisdiction, the United States District Court for the Northern District of California, and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts. The substantially prevailing party in any legal action brought by one party against the other and arising out of this Agreement will be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys' fees. Tek911 Inc., is an express third party beneficiary of this Agreement and can enforce this Agreement as if a party hereto. 7.2 No Export. Licensee will not remove or export from the United States or reexport from anywhere any part of the Software Product or any direct product thereof except in full compliance with and with all applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce. Licensee warrants that it is not on the United States' prohibited party list and not located in or a national resident of any country on the United States' prohibited country list. Licensee acknowledges that the Software Product contains encryption technology, export of which is restricted by the U.S. and certain foreign laws. 7.3 Federal Procurements. This section applies to all acquisitions of the Software Product by or for the Federal Government or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other transaction with the Federal Government which calls for delivery or use of the Software Product by the Government. By accepting delivery of the Software Product under any such contract, grant, cooperative agreement, or as part of any such transaction, the Government agrees that the Software Product qualifies as commercial computer software and that the associated documentation qualifies as commercial computer software documentation within the meaning of the acquisition regulations and contract clauses applicable to this procurement. The terms and conditions of this Agreement are fully applicable to the Government's use and disclosure of the Software Product and documentation, and shall supersede any conflicting terms or conditions. No license of any kind is granted in the case of acquisitions which contain or are subject to the clauses FAR 52-227.19 COMMERCIAL COMPUTER SOFTWARE-RESTRICTED RIGHTS (JUNE 1987) or any other clause which purports to grant to the Government rights greater than, or additional to those, set forth in this Agreement, or which purports to impose additional requirements upon the Licensor to make the Agreement effective, unless the Licensor specifically so consents by separate written agreement. 7.4 Relationship. Neither party is, nor represents itself to be, an agent, employee, partner or joint venturer of the other, nor will either party transact any business on the other's behalf, nor in any form make promises, representations or warranties that incur any liability for or on behalf of the other party. 7.5 Severability. If any covenant set forth in this Agreement is determined by any court to be unenforceable by reason of its extending for too great a period of time or by reason of it being too extensive in any other respect, such covenant shall be interpreted to extend only for the longest period of time and to otherwise have the broadest application as shall be enforceable. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. 7.6 Entire Agreement; Conflict. This Agreement constitutes the complete, final and exclusive statement of the terms of the Agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions of the parties. No modification or rescission of this Agreement shall be binding unless executed in writing by an authorized person of the party to be bound thereby. Any different or additional terms of any related purchase order, confirmation, invoice, or similar form shall have no force or effect. 7.7 Privacy. The Software Product may contain features which may allow Licensor to collect data from, control and/or monitor computers running the Software Product. The Software Product, as delivered by Tek911 Inc., to Licensor, requires your consent to perform any such activities. However, Licensee is hereby notified that such activities may nevertheless occur and you agree to waive any claim that may be asserted against Licensor or Tek911 Inc. for any harm that may arise from or may be related to such activities. 7.8 Encryption. The security mechanisms implemented by the Software Product have inherent limitations and Licensee must determine that the Software Product sufficiently meets its requirements. 7.9 High Risk Activity. Licensee acknowledges that the Software Product is not intended for use in connection with any high risk or strict liability activity (including, without limitation, air or space travel power plant operation, life support or emergency medical operations) and that Licensor makes no warranty and shall have no liability in connection with any use of the Software Product in such situations. 7.10 Compliance with Laws. Licensee shall comply with all laws and regulations applicable to this Agreement or the transactions contemplated hereby. 7.11 Audit for Compliance with Agreement. You agree that Licensor may audit your use of the Software Product for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software Product by you other than in full compliance with the terms of this Agreement, Licensor may terminate this Agreement. 7.12 Assignment. You may not assign this Agreement without the prior written consent of Licensor and Tek911 Inc. COPYRIGHT NOTICE: Copyright © 2007 Tek911 Inc., All Rights Reserved.