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SOFTWARE LICENSE AND SUBSCRIPTION SERVICE AGREEMENT

NOTICE TO USER:   CAREFULLY READ THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AND SUBSCRIPTION SERVICE AGREEMENT (“AGREEMENT’) BEFORE USING THE SOFTWARE PRODUCT.  

BY CLICKING THE ACCEPT BUTTON OR DOWNLOADING OR INSTALLING THE SOFTWARE, YOU ARE BECOMING A PARTY TO A CONTRACT WITH HighRES, Inc (“ReverseEngineering.com”) AND ARE CONSENTING TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE RESTRICTIONS ; THE LIMITED WARRANTY AND THE LIMITATIONS ON HighRES’S LIABILITY SET FORTH IN ALL SECTIONS.DO NOT CLICK THE ACCEPT BUTTON UNLESS YOU UNDERSTAND AND AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE DO NOT ACCEPT BUTTON AND DO NOT DOWNLOAD OR INSTALL THE SOFTWARE.

EVEN IF YOU DO NOT READ THE AGREEMENT YOU ARE STILL BOUND BY ITS TERMS IF YOU AT ANY TIME USE THE SOFTWARE PRODUCT.  YOU AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE OWNER OF THE SOFTWARE PRODUCT WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT (ORAL OR WRITTEN) AND ANY OTHER COMMUNICATION BETWEEN YOU AND THE OWNER RELATING TO THE PURCHASE OR USE OF THE SOFTWARE PRODUCT OR ANY OTHER MATTER WHICH IS ADDRESSED IN THIS AGREEMENT.  THE OWNER SHALL NOT BE BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, RECEIPT, ACCEPTANCE, CORRESPONDENCE, CONFIRMATION OR OTHERWISE UNLESS OWNER SPECIFICALLY AGREES TO THE PROVISION IN WRITING AND IT IS SIGNED BY OWNER.

YOU AGREE THAT THE SOFTWARE PRODUCT MAY SOLELY BE USED IN CONJUNCTION WITH THE ACCOMPANYING HARDWARE DEVICE (“KEY”) WHICH MUST BE ATTACHED TO YOUR COMPUTER AT ALL TIMES DURING SUCH USE.

1.  Definitions. 

a. The term “Owner” shall refer to HighRES, Inc., a Delaware corporation, doing business as ReverseEngineering.com. 

b. The term "Software Product" shall refer to the Software Program, Key and Documentation. “Software” means the software product(s) downloaded from the ReverseEngineering.com web site, together with any software provided to you by ReverseEngineering.com on CD-ROM, YOUSENDIT,DROPBOX or similar media, any updates or upgrades that may be made available to you from time to time and any add-in modules that you may install from time to time; 

c.         “Order” means the purchase order or similar document (written or web) pursuant to which you ordered the Software 

d. The term “Software Program” shall refer to all copies of the software (including updates and modifications) provided to you by Owner. 

e. The term “Key” shall refer to the USB Lock Key device to be used in conjunction with the Software Program restricting use of the Software Program in accordance with this Agreement. “License Term” shall mean the license term set forth in the Order 

f. The term “Documentation” shall refer to all documentation or data, including operating manuals (whether in printed or digital form) relating to the Software Program and the Key provided by ReverseEngineering.com. 

g.         “Subscription Services” means (i) on-line web access to download the latest updates to the Software; (ii) all major upgrades for the Software generally released by ReverseEngineering.com; and (iii) email and telephone support services (IN ENGLISH ONLY) during ReverseEngineering.com’s normal business hours;

h.         “Subscription Term” means the subscription term set forth in the Order.

I.          “you” means you personally if you acquire a license to the Software for yourself or the company or other legal entity for which you acquire a license to the Software. 

j. Terms and Conditions of Order “No Product may be returned, regardless of reason”

2.  License.

a. Authorized Use.  The Software Product is licensed (not sold) to you, and Owner owns all copyright, trade secret, patent and other proprietary rights in the Software Product. OWNER grants you a nonexclusive license to use the Software Product on a single computer solely for your internal business purposes.  You may make one copy of the Software Program for back-up purposes only.  The Software Program may be used in object code form only. You must at all times maintain all of Owner’s proprietary notices on the Software Product. You agree to keep confidential and use your best efforts to prevent and protect the contents of the Software Product from unauthorized disclosure or use.

b. Restrictions.  You may not: (1) copy (other than once for back-up purposes), distribute, rent, lease or sublicense all or any portion of the Software Product; (2) modify or prepare derivative works of the Software Product; (3) use the Software Product in a computer-based services business if purchased as educational seat. (4) transmit any portion of the Software Product over a network, by telephone, or electronically using any means; (5) reverse engineer, decompile or disassemble the Software Program; (6) use the Software Program without the Key or (7) remove or modify any of Owner’s proprietary notices on the Software Product.  You may not physically transfer the Software Program from one computer equipped with the Key. If such computer is part of a network of computers which have access to the Program, then each computer on such network must  have its own separately licensed copy of the Software Program and an accompanying Key provided by Owner.  

c. Non-Transferable.  You may not transfer or assign the rights hereunder to use the Software Product. Your license is automatically terminated if you transfer the Software Product without prior written consent from Owner.

d. Security Mechanisms.  Owner reserves the right to embed a software security mechanism within the Software to monitor usage of the Software Program to verify your compliance with this Agreement.  Such a security mechanism may store data relating to the use of the Software Program and the number of times it has been copied.  Owner reserves the right to use a hardware lock device, license administration software,

and/or a license authorization key to control access to the Software Program.  You may not take any steps to avoid or defeat the purpose of any such measures.  Use of any portion of the Software Program without the Key or other lock device or authorization key required by Owner from time to time is prohibited.

3.  Subscription Service.  If you purchase subscription service from Owner for the Software Product by paying the fee therefor, Owner will provide you during the subscription period, (a) on-line web access to "down-load" the latest updates to the Software Product; and (b) telephone support services (Owner, however, does not guaranty a particular response time).  The term of the subscription service shall run for one (1) year and may be renewed from year to year thereafter by paying the appropriate renewal fee.  Software that is delivered as an upgrade or update to a previous version of the Software Product must replace the previous version and no additional license is granted -- you may install only such number of updates as equal the number of subscription service fees for which you have paid.

(a)        Subscription Services.  Subject to the provisions, during the Subscription Term you will be entitled to receive Subscription Services.  You will have to renew, and pay for, Subscription Services in order to receive Subscription Services after that date.  If you discontinue Subscription Services and later re-instate Subscription Services, licensee will have to pay all fees for the period during which they did not receive Subscription Services. Subscription Service fees for the second year of the license will remain at the same price as of the previous year. Subscriptions cannot be refunded.

(b)        Limits With Respect to Earlier Production Versions.  In no event will ReverseEngineering.com be obligated to provide support with respect to a production version of the Software more than three (3) months after a subsequent production version of the Software has been released by ReverseEngineering.com. Production versions will be identified by the year following the product name (e.g., " ReverseEngineering.com 2016").  A new production version within the same year will be designated by a "+" appended to the year (e.g., " ReverseEngineering.com 2016 sp”).  ReverseEngineering.com shall be the sole determinant of what constitutes a new production version.

4.   Limited Software Product Warranty.

FOR 30 DAYS FROM THE DATE OF SHIPMENT, OWNER WARRANTS THAT THE MEDIA ON WHICH THE SOFTWARE PROGRAM IS CONTAINED (FOR EXAMPLE, THE DISKETTE) WILL BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP.  THIS WARRANTY DOES NOT COVER DAMAGE CAUSED BY IMPROPER USE OR NEGLECT.  OWNER DOES NOT WARRANT THE SOFTWARE PROGRAM OR ITS CONTENTS OR THAT THE SOFTWARE PROGRAM WILL BE ERROR FREE.  THE SOFTWARE PROGRAM AND DOCUMENTATION ARE FURNISHED "AS IS" AND WITHOUT WARRANTY AS TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE PROGRAM OR DOCUMENTATION.  THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE PROGRAM IS ASSUMED BY YOU.  TO OBTAIN WARRANTY SERVICE DURING THE 30-DAY WARRANTY PERIOD FOR DEFECTIVE MEDIA, YOU MAY RETURN THE SOFTWARE PRODUCT (POSTAGE PAID) WITH A DESCRIPTION OF THE PROBLEM TO DISTRIBUTOR. THE DEFECTIVE MEDIA IN WHICH THE SOFTWARE PRODUCT IS CONTAINED WILL BE REPLACED AT NO ADDITIONAL CHARGE TO YOU. OWNER IS NOT OBLIGATED TO PROVIDE ANY UPDATES TO THE SOFTWARE PRODUCT.

5.  DISCLAIMER OF WARRANTY AND LIMITATION OF REMEDIES. 

YOU UNDERSTAND AND AGREE AS FOLLOWS:

A.         THE WARRANTIES IN THIS AGREEMENT REPLACE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WE DISCLAIM AND EXCLUDE ALL OTHER WARRANTIES.  IN NO EVENT WILL OWNER OR ITS EMPLOYEES, SHAREHOLDERS OR SUPPLIERS HAVE LIABLILITY OF ANY KIND INCLUDING FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF THEY HAVE KNOWLEDGE OF THE POTENTIAL LOSS OR DAMAGE.

B.         OWNER WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING ANY SOFTWARE PRODUCT OR ANY OTHER PERFORMANCE UNDER THIS AGREEMENT. 

C.         OWNER’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDIES AGAINST OWNER FOR LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE EXCEPT LIABILITY FOR PERSONAL INJURY CAUSED SOLELY BY OWNER’S NEGLIGENCE) FOR THE SOFTWARE PRODUCT AND ALL OTHER PERFORMANCE OR NONPERFORMANCE BY OWNER UNDER OR RELATED TO THIS AGREEMENT ARE LIMITED TO THE REMEDIES SPECIFIED BY THIS AGREEMENT EVEN IF OWNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OWNER’S ENTIRE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS SOFTWARE LICENSE AGREEMENT OR OTHERWISE SHALL NOT EXCEED THE ACTUAL LICENSE FEES RECEIVED BY ReverseEngineering.com FROM YOU FOR THE IMMEDIATELY PRECEEDING TWELVE-MONTH PERIOD. YOU may not bring any suit or action against ReverseEngineering.com for any reason whatsoever.

D.         SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

E.          THE FORGOING LIMITATIONS OF WARRANTY AND LIABILITY INURE TO THE BENEFIT OF OWNER'S SUCCESSORS AND ASSIGNS AND DISTRIBUTORS. 

6.  Termination. 

This Agreement shall be effective for as long as you use the Software Product.  You may terminate this Agreement at any time by destroying the Software Product, including all computer programs and documentation, and erasing any copies residing on computer equipment.  Owner may also terminate this Agreement in its discretion if you do not comply with any terms or conditions of this Agreement.  Upon such termination you agree to destroy the Software Product and erase all copies residing on your computer equipment.  You understand that the subscription services, if purchased by you, are for one (1) year only and annual renewal fees must be paid to extend the term of the subscription services. 

7.  U.S. Government Restricted Rights.

The Software Product is provided to any United States governmental agency only with restricted rights and limited rights.  Use, duplication, or disclosure by any governmental agency is subject to restrictions set forth in FAR Sections 52-227-14 and 52-227-19 or DFARS Section 52.227-7013(C)(1)(ii), as applicable.  Contractor/Manufacturer is Owner, 2746 La Jolla Ca. 92038.

8. Confidentiality.

You acknowledge that the Software contains proprietary trade secrets of Owner and you hereby agree to maintain the confidentiality of the Software Product using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information. You agree to reasonably communicate the terms and conditions of this Agreement to those persons employed by you who come into contact with the Software Product, and to use reasonable best efforts to ensure their compliance with such terms and conditions, including, without limitation, not knowingly permitting such persons to use any portion of the Software Program for the purpose of deriving the source code of the Software Program or defeating or disabling the Key. 

9. Export Restrictions.

This Agreement is expressly made subject to, and you are solely responsible for complying with, any laws, regulations, orders, or other restrictions on the export from the United States of America or from your locality, of the Software Product or information about such Software Product which may be imposed from time to time by the government of the United States of America or by the government of your locality. 

10. Payment Terms. 

If the Software Product or subscription service is purchased with payment terms, any delinquent amounts shall accrue interest at a rate of 18% per annum. 

11.  General. 

You are responsible for the installation, management and operation of the Software Product.  You are deemed to have represented that you have made an independent inquiry into the fitness of the Software Product and are satisfied therewith. You understand that Owner product support beyond that set forth in Paragraph 4 is available to you only by purchasing the subscription services described in Paragraph 3 or entering into an extended support and services agreement with Owner or its affiliates.  If any action is necessary to enforce the terms of this Agreement, you agree that the prevailing party shall be entitled to reasonable attorneys fees. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THERE SHALL BE NO REFUNDS AND ALL SALES ARE FINAL.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND OWNER WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN AND ANY OTHER COMMUNICATION BETWEEN YOU AND OWNER RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.  OWNER IS NOT BOUND BY ANY PROVISION OF ANY PURCHASE ORDER, RECEIPT, ACCEPTANCE, CORRESPONDENCE, CONFIRMATION OR OTHERWISE UNLESS OWNER SPECIFICALLY AGREES TO THE PROVISION IN WRITING AND IT IS SIGNED BY OWNER. YOU AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA EXCEPT THOSE LAWS RELATING TO THE CHOICE OF FORUM AND THAT VENUE FOR ANY ACTION HEREUNDER SHALL BE IN THE SUPERIOR COURT OF THE COUNTY OF SAN DIEGO OR, IF DIVERSITY JURISDICTION EXISTS, IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF CALIFORNIA.

THE TERMS OF THIS AGREEMENT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME BY OWNER IN ITS DISCRETION.  PLEASE CHECK OWNER’S WEBSITE FOR THE LATEST TERMS.

HighRES, Inc., dba ReverseEngineering.com.  PO Box 2746  La Jolla, CA  92038  Ph: 858-488-5231

Email  Website

TERMS AND CONDITIONS WORK SERVICEs AND PRODUCT


The [Customer] is contracting with HighRES, Inc., a Delaware corporation, doing business as ReverseEngineering.com “Company”) for certain services (the “Services”) as outlined in that certain [INVOICE #___ dated ______] (“Invoice”). These Terms and Conditions shall apply to any work product delivered by Company to Customer (“Work Product”) and any training provided by Company to Customer personnel on Company’s products or third party products (any training shall be included in defined term “Services”) under the Invoice.

  1. The Services and Work Product are being provided to Customer “AS IS” without warranty of any kind. The Work Product has not been certified by Company in any way and may contain defects. Company is not warranting the accuracy or precision of the Work Product, which shall be used at Customer’s sole risk. Customer understands, therefore, that no warranties apply (and that Company specifically disclaims all warranties), whether express, implied or arising by operation of law (including, without limitation, the warranty of merchantability or fitness for a particular purpose).

  2. If there are any errors or faults in the Work Product, Company may, in its discretion, agree to correct errors or provide
    workarounds at Customer’s request at Company’s standard time and materials billing rate. The Services and Work Product do not include reports of any kind except as may be specifically agreed to by Company and Customer in writing.

  3. Customer understands that the Work Product is intended to be used by trained professionals and any Services provided, including, without limitation, training, are not a substitute for the exercise by Customer of professional judgment, testing, safety and utility in the use of the Work Product. Company is not guarantying any level of results in connection with the Services and Work Product and Customer is solely responsible for any results obtained in connection with the Services and Work Product. Customer shall be responsible for testing any results and the adequacy of any such testing.

  4. Customer understands that the difficulty of providing the Services or Work Product, as applicable, may not be
    reasonably determinable at the time of execution of the Invoice. Therefore, Customer agrees that any delivery times in the Invoice or otherwise are estimates only and that actual delivery times will depend on circumstances as they develop.

  5. In all events, the total liability of Company arising out of or related to the Services and the Work Product shall not
    exceed the compensation actually paid by Customer for the Services and Work Product pursuant to the Invoice. In no event shall Company have liability for any indirect, incidental, special, or consequential damages (including, without limitation, damages for property loss, physical injury or death, loss of business profits, business interruption, or loss of business information), however caused and on any theory of liability, even if Company has been advised of the possibility of such damages. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

  6. Customer waives any right of recovery against Company for any claims, demands, actions, liabilities, losses, costs or
    expenses (including, without limitation, attorneys’ fees or costs) (“Claims”) by or due to third parties and suffered by Customer, directly or indirectly relating to or arising from the use of any Work Product as part of any services or products provided by Customer. Customer shall indemnify, defend and hold harmless Company against any and all claims by third parties brought against Company related to any services or products provided by Customer based, in whole or in part, on the Services or Work Product.

  7. Customer consents to the personal jurisdiction and venue of the federal and state courts in San Diego, California, for any court action or proceeding arising or relating to the subject matter of the Invoice or this Agreement. The prevailing party in any arbitration or court action or proceeding shall be awarded its reasonable attorneys’ fees. These Terms and Conditions shall be governed by and construed according to the laws of California. If any provision of these Terms and Conditions is held invalid or unenforceable, it shall be so held to the minimum extent required by law and all other provisions shall remain valid and enforceable. The exercise of any remedy herein shall be without prejudice to any other right or remedy available to either party. No agency, employment agreement, joint venture, or partnership is created between the parties and neither party shall be deemed to be an agent of the other nor shall either party have the right, power or authority to act for the other in any manner or to create any obligations, contracts, or debts binding upon the other party.

  8. The Invoice and these Terms and Conditions constitute the entire agreement between Customer and Company regarding the Services and Work Product and supersede any and all prior negotiations proposed agreements and agreements, whether written or unwritten. No change in, addition to, or waiver of, these Terms and Conditions or the Invoice shall be binding on Company unless approved in writing by an authorized representative of Company.