ChiaraMail software license

ChiaraMail Software license

Please read carefully the following software license. By downloading the extension, licensing the content server and/or registering for service, you hereby accept the terms and conditions contained therein:

Software License Welcome to ChiaraMail. By downloading the Dynamic Mail Content Extension and/or accessing the content server, hereinafter “The Software”, you agree to these software license terms (the "Software License"). If you disagree with any of the terms below, ChiaraMail does not grant you a license to use the The Software. ChiaraMail reserves the right to update and change, from time to time, this Software License and all documents incorporated by reference. You can always find the most recent version of this Software License at http://www.chiaramail.com/license. ChiaraMail may change this Software License by posting a new version without notice to you. Use of The Software after such change constitutes acceptance of such changes. 1. Licensed Uses and Restrictions. By accepting the terms of this Agreement, you represent to ChiaraMail and its affiliates (collectively, "ChiaraMail") that you are at least 18 years old. The ChiaraMail Software applications, documentation, and local computer files installed or utilized by the installer application (collectively, the "ChiaraMail Software") are owned by ChiaraMail, or ChiaraMail's licensors and content and data providers ("ChiaraMail Licensors"), and are licensed to you on a worldwide (except as limited below), non-exclusive, non sub-licenseable basis on the terms and conditions set forth herein. This Software License defines legal use of the ChiaraMail Software, all updates, revisions, substitutions, and any copies of the ChiaraMail Software made by or for you. All rights not expressly granted to you are reserved by ChiaraMail or their respective owners. a. You may install and personally use the ChiaraMail Software and any updates provided by ChiaraMail (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the ChiaraMail Software for your own noncommercial use or benefit. Your license to the ChiaraMail Software under this Software License continues until it is terminated by either party. You may terminate the Software License by discontinuing use of all or any of the ChiaraMail Software and by destroying all your copies of the applicable ChiaraMail Software. To uninstall the ChiaraMail Software, please refer to the documentation provided by the manufacturer of your e-mail client. The ChiaraMail Software will be uninstalled and will no longer be visible when you restart your client. This Software License terminates automatically if you violate any term of this Software License, ChiaraMail publicly posts a written notice of termination on the ChiaraMail web site, or ChiaraMail sends a written notice of termination to you. b. YOU MAY NOT: (i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the ChiaraMail Software or any portion thereof. (ii) incorporate the ChiaraMail Software into any computer chip or the firmware of a computing device manufactured by or for you. (iii) use the ChiaraMail Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Software License. (iv) use the ChiaraMail Software to operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake. You understand that the ChiaraMail Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which ChiaraMail is not responsible. (v) use or export the ChiaraMail Software in violation of applicable U.S. laws or regulations. (vi) sell, lease, loan, distribute, transfer, or sublicense the ChiaraMail Software or access thereto or derive income from the use or provision of the ChiaraMail Software, whether for direct commercial or monetary gain or otherwise, without ChiaraMail's prior, express, written permission. (vii) use the ChiaraMail Software to distribute unsolicited e-mail (spam). (viii) use the ChiaraMail Software to send e-mail using an e-mail address other than the one(s) for which you have registered using the ChiaraMail registration process. 2. Ownership and Relationship of Parties. The ChiaraMail Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Software License. ChiaraMail and ChiaraMail's Licensors own all rights, title, and interest in and to their applicable contributions to the ChiaraMail Software. This Software License grants you no right, title, or interest in any intellectual property owned or licensed by ChiaraMail, including (but not limited to) the ChiaraMail Software and ChiaraMail trademarks, and creates no relationship between yourself and ChiaraMail's Licensors, or between you and ChiaraMail other than that of ChiaraMail to licensee. 3. Support and Software Updates. ChiaraMail may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the ChiaraMail Software(collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. ChiaraMail may change, suspend, or discontinue any aspect of the ChiaraMail Software at any time, including the availability of any ChiaraMail Software feature, database, or content. ChiaraMail may also impose limits on certain features and services or restrict your access to parts or all of the ChiaraMail Software or the ChiaraMail web site without notice or liability. 4. Fees and Payments. ChiaraMail reserves the right to charge fees for future use of or access to the ChiaraMail Software or the ChiaraMail services and web sites (collectively, "ChiaraMail Software Services") in ChiaraMail's sole discretion. If ChiaraMail decides to charge for the ChiaraMail Software Services, such charges will be disclosed to you prior. ChiaraMail may offer its Software for sale or lease. ChiaraMail will make its best efforts to protect the content arising from the use of the Software, however, it remains your sole responsibility to maintain a backup of all of that content. In particular, if you have leased space on the ChiaraMail content server and decide at some point to terminate that lease, any content occupying the leased space may be deleted from the content server. 5. Disclaimer of Warranties by ChiaraMail. USE OF THE CHIARAMAIL SOFTWARE AND ANY WEB PAGES OR DATA ACCESSED THROUGH THE CHIARAMAIL SOFTWARE IS AT YOUR SOLE RISK. ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE CHIARAMAIL SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE. CHIARAMAIL, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "CHIARAMAIL ENTITIES") AND CHIARAMAIL LICENSORS DO NOT REPRESENT THAT THE CHIARAMAIL SOFTWARE OR ANY DATA ACCESSED THEREFROM ISAPPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE CHIARAMAIL ENTITIES AND CHIARAMAIL LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE CHIARAMAIL SOFTWARE AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE CHIARAMAIL SOFTWARE AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE CHIARAMAIL SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN, CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. CHIARAMAIL SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES. IF THE CHIARAMAIL SOFTWARE OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE CHIARAMAIL ENTITIES OR THE CHIARAMAIL LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE CHIARAMAIL ENTITIES OR CHIARAMAIL LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU. 6. Limitation of Liability. THE CHIARAMAIL ENTITIES AND CHIARAMAIL LICENSORS WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE CHIARAMAIL SOFTWARE BY YOURSELF OR BY THIRD PARTIES, TO THE USE OR NON-USE OF ANY BROKERAGE FIRM OR DEALER, OR TO THE SALE OR PURCHASE OF ANY SECURITY, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY. THE CHIARAMAIL ENTITIES AND CHIARAMAIL LICENSORS ARE NOT LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED THROUGH THE CHIARAMAIL SOFTWARE, YOUR USE OR INABILITY TO USE OR ACCESS THE CHIARAMAIL SOFTWARE, OR ANY DATA PROVIDED THROUGH THE CHIARAMAIL SOFTWARE, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. CHIARAMAIL MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE CHIARAMAIL SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE CHIARAMAIL SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT, HOURS OF AVAILABILITY. 7. Indemnification. You agree to indemnify and hold the ChiaraMail Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the ChiaraMail Software, your violation of any terms or conditions of this Software License, your violation of applicable laws, or your violation of any rights of another person or entity. 8. Government End Users. If the ChiaraMail Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the ChiaraMail Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Software License apply. 9. Controlling Law. This Software License and the relationship between you and ChiaraMail is governed by the laws of the State of California without regard to its conflict of law provisions. You and ChiaraMail agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Contra Costa, California. The United Nations Convention on the International Sale of Goods does not apply to this Software License. 10. No General Waiver; Severability. The failure of ChiaraMail to exercise or enforce any right or provision of this Software License shall not constitute a waiver of such right or provision. If any provision of this Software License 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 this Software License remain in full force and effect. 11. Complete Agreement. This Software License constitutes the entire understanding between the parties respecting use of the ChiaraMail Software, superseding all prior agreements between you and ChiaraMail. 12. Surviving Provisions. Sections 1.b, 2, and 4 through 12, will survive any termination of this Agreement.