CUSTOMER LICENSE AGREEMENT

Thank you for choosing G-71, Inc. (“Company”) proprietary product LeaksID “Patent Pending” (“Software”). The purpose of this Customer License Agreement (“Agreement”) is to set Software License Terms (“Terms”). You (“Licensee”) agree to be bound by these Terms either by downloading the Software and associated services via our website, or by clicking “Agree” or otherwise electronically agreeing to be bound to these Terms. “LeaksID” means various proprietary technologies developed by the Company consisting of computer programming and software for the invisible and concealed secure virtual marking of documents in order to protect against unauthorized dissemination and alteration, identified as “Method for Marking Visuals of Information for Subsequent Identification or Authentication”, patent pending.

The following additional terms shall also apply to Licensee’s use of the Software and services:

LICENSE

Subject to the terms and conditions of this Agreement and solely for the purpose of enabling the functional integration of the Software by Licensee, the Company hereby grants Licensee, a non-exclusive and non-transferable license solely for the period of Licensee’s subscription to the Software and Services (the “License”) to use Software in order to protect against unauthorized dissemination and alteration of Licensee’s documents. The License is worldwide subject to geographic restrictions and limitations required under the laws of the United States of America. Company retains any and all “Intellectual Property Rights” which means patent rights (including, without limitation, patent pending, patent applications and disclosures), inventions, copyrights, trade secrets, moral rights, know-how, data and database rights, and any other intellectual property rights recognized in any country or jurisdiction in the world regarding the Software.

Neither Licensee no Licensee’s Affiliates shall use the LeaksID for any purpose or use other than those set forth in this Agreement and Licensee agrees not to distribute the Software, in whole or in part, to any third party. “Affiliate” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, institution, entity or government, including, without limitation, any subsidiary, instrumentality, division, agency, body or department thereof or indirectly controlling, controlled by, or under common control with Licensee.

In order to access and use our Software and Services, Licensee shall be required to download and install Software on a registered device. Licensee may not sublicense, rent, lease, lend, distribute, publish, copy, sell, or permit others to sublicense, rent, lease, lend, distribute, publish, copy, sell or use the Software or Services. Licensee may not reverse engineer, decompile, disassemble, modify, or create derivative works from the Software or Services. Licensee must comply with any technical limitations of the Software and Services. Licensee may not make copies of the Software. Licensee may not the Software or Services.

Company’s obligation to provide Technical Support is limited to: (i) a Software that has not been altered or modified by anyone other than Company; (ii) a release for which technical support is provided; (iii) Licensee’s use of the Software in accordance with the Documentation; and (iv) errors and malfunctions caused by systems or programs supplied by Company. If an error has been corrected or is not present in a more current version of the Software, Company will provide the more current version via technical support but will not have any obligation to correct such error in prior versions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND (2) COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY MAKES NO WARRANTIES THAT: (I) THE SOFTWARE AND SERVICES WILL MEET LICENSEE REQUIREMENTS; (II) THE SOFTWARE AND SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SOFTWARE AND SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SOFTWARE AND SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE SOFTWARE AND SERVICES WILL MEET YOUR EXPECTATIONS; (V) ANY ERRORS IN THE SOFTWARE AND SERVICES WILL BE CORRECTED; OR (VI) IN RELATION TO THE PAYMENT OF ANY REFUNDS, THE TIMELINESS OF SUCH PAYMENT WILL MEET LICENSEE’S EXPECTATIONS. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY THIRD-PARTY PRODUCTS.

When using the software, the licensee guarantees that it does not transmit or use information and documents that may contain trade secrets, confidential information, state secrets and other restricted information without permission of the owner of such information. If such information is used by the Licensee when working with software, the Licensee is fully responsible for such use.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL COMPANY BE LIABLE TO LICENSEE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR OTHERWISE IN CONNECTION WITH THESE TERMS, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE SHALL COMPANY’S TOTAL LIABILITY ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES OR OTHERWISE IN CONNECTION WITH THESE TERMS EXCEED THE AMOUNTS THAT LICENSEE PAID OR ARE PAYABLE BY LICENSEE TO COMPANY FOR THE APPLICABLE SOFTWARE AND SERVICES FOR THE APPLICABLE SUBSCRIPTION PERIOD, OR ONE HUNDRED DOLLARS (U.S. $100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO COMPANY, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND LICENSEE.

 

Licensee and Company agree that any dispute, claim or controversy arising out of or relating in any way to the Software and Services (“Claim”) will be determined by binding arbitration instead of in courts of general jurisdiction. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that Licensee and Company are each waiving the right to a trial by jury or to participate in a class action. In order to commence arbitration, Licensee must first send to Company, by email to the following address [email protected], a written Notice of Claim (“Notice of Claim”). If Company elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to Licensee billing address on file. The arbitration will be governed by the Consumer or Commercial Arbitration Rules, as appropriate, of the American Arbitration Association (“AAA”) (“AAA Rules”) and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org. The arbitrator shall determine all issues of liability on the merits of any claim asserted by Licensee or Company. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Licensee and Company agree that each may bring claims against the other only in individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.

This Agreement is governed by the substantive laws of the State of New York, United States of America.

The Company may from time to time update or amend this Agreement, including any of the policies and other documents referred to, at the Company’s sole discretion. If the Licensee continues to use the Software and Services after the Company has published an updated License Agreement with the Client, this means that the Licensee accepts and agrees with the changes upon subsequent authorization and familiarization with the changes and the click of a button. The only exceptions are changes to the Dispute Resolution section.

The official language of this Agreement is English. Any translation of this Agreement is done for local requirements and in the event of a conflict between the English and any non-English version, the English version of this Agreement shall govern. To the extent permitted by applicable law, in the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

Licensee may not assign any rights hereunder, nor may any such rights be assigned by Licensee by operation of law or otherwise, in whole or in part, without Company prior written permission. Company may assign or transfer this Agreement without restriction. This Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. Company’s failure to enforce any of the terms is not a waiver of such term or right. This Agreement represents the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous or additional communications, negotiations, or agreements with respect thereto.

The Licensor grants the Licensee the right to use the Software in accordance with its functionality (basic and/or additional). The ways of using the Software depend on the user’s status:
Status of “Workspace owner” (is available only on Team plan).
This user has the right to create workspaces and make changes in them, providing access to members in Guest and Member status.
The user with “Workspace owner” status has the right to manage the documents in the workspace: rename, move, download, print and delete.You agree that when you use the Software in Guest and Member status, all documents that You use in the workspace will be available according to the settings determined by the workspace owner.
For more information on user status and the granting of rights of use, please see the following section.