Techprime® Products End-User License Agreement
End-User License Agreement for the Techrime family of products, including but not limited to; Prime Optimizer, Prime Protection, Prime Protection Pro
TECHPRIME (“TECHPRIME”) IS WILLING TO LICENSE THE SOFTWARE TO YOU AS THE INDIVIDUAL, THE COMPANY, OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SOFTWARE (REFERENCED BELOW AS “YOU” OR “YOUR”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS END USER LICENSE AGREEMENT (THIS “LICENSE”). ACCORDINGLY, PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE. THIS LICENSE IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND TECHPRIME AND ITS SUBSIDIARIES AND HOLDING COMPANIES. BY CLICKING ‘I AGREE’ OR DOWNLOADING, OR OTHERWISE USING THE SOFTWARE, YOU ARE CONSENTING TO ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS LICENSE. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS LICENSE, IMMEDIATELY RETURN, DELETE, OR DESTROY ALL AND ANY COPIES OF THE SOFTWARE YOU MAY HAVE.
The software, content, new releases, updates, enhancements, any related services (“Software”) and any documentation (“Documentation”) (collectively “Product”) of and provided by Techprime which came with this License are the sole property of Techprime and its licensors.
1(a). LICENSE GRANT – GENERAL
Subject to your compliance with the terms and conditions of this License, Techprime hereby grants to you the limited non – exclusive, non-transferable (except as expressly set forth herein) license to use the Product, in object code form only, solely for (a) your internal personal use, or (b) for Products purchased for business (non-consumer) use solely in support of your internal business operations and the internal business operations of your affiliated entities, and solely in the quantities and at the Use Levels described in this License and the applicable License Certificate. For purposes of this License, “Use Level” means the license use meter or model (which may include number of users, number of computers, operating system, hardware system, application or machine tier limitations, if applicable) by which Techprime measures, prices and licenses the right to use the Software, in effect at the time an order is placed for such Software, as indicated in this License and the applicable License Certificate. A “License Certificate” shall mean one or more of the following applicable documents utilized by Techprime which further defines your license rights to the Software: a Techprime invoice, license key, license certificate or a similar license document issued by Techprime or any of its authorized distributors, resellers or retailers that accompanies, precedes or follows this License and which specifies the applicable Software being licensed by you, the term of your license, and any applicable Use Levels.
1(b). LICENSE GRANT – GENERAL
In addition to the terms and conditions set forth above in Section 1(a) and subject to your compliance with the terms and conditions of this License, Products purchased and licensed under a consumer/home-user license may be installed upon a maximum number of one (1) personal computers.
1(c). LICENSE TERM
You may use the Software during your applicable License term. For purposes of the foregoing your License term shall mean the following:
iii. For Software purchased for consumer / home use directly from Techprime through its branded websites and/or from Techprime sales personnel, authorized distributor, reseller or retailer, your License subscription shall commence on the date that you register the Software by activating the license key for the Software and shall thereafter continue in effect until the earlier of (i) the expiration of the applicable term that you purchased (as indicated on your License Certificate or Purchase Email Confirmation), (ii) the expiration of your Support period or (iii) your breach of any of the terms or conditions of this License.
Upon the termination or expiration of your license, you will have no further right to access or use the Software at its full-features/premium version. For the sake of clarity, all licenses purchased by consumers for home use shall be term licenses for the term set forth on the applicable License Certificate.
Some Products require, for optimum use and Techprime, in its sole discretion, may provide to you in a number of formats (feeds, definition files etc.), content that is automatically, synchronized or updated from time to time with Techprime’ servers or systems, which may relate to anti-virus, anti-spamming or anti-phishing activities as well as operating system functionality and performance (“Content”). Such Content may be provided for a limited time so long as you have purchased a valid Techprime Support offering from Techprime (as indicated on your License Certificate) that consists of Content and Content updates. The Products may also contain technological protection measures, for instance a license key or code, which prevents unlimited copying, or limit time of use or functionality in accordance with the type of license and Use Levels that you purchase (“TPM”). You must not attempt in any way to remove or circumvent any such TPM, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorized removal or circumvention of such TPM. You further acknowledge and consent that the Product will automatically contact Techprime to receive Content and, in addition, if and when any of the following events occur: (i) the Product is successfully installed by you; (ii) you fail to install the Product successfully; (iii) the Product has been successfully configured; (iv) there are changes to the Product’s license key or TPM; and / or (v) the Product is uninstalled. Techprime has offices worldwide and you acknowledge and consent that any data collected may be sent to any Techprime office or affiliate for processing, including locations outside of the USA and European Union.
The Product will automatically launch upon log on of any user and once a day at a specific hour set by the Product by adding a scheduled tasks to your operating system. You may remove any of these scheduled tasks by removing them from the Task Scheduler which can be accessed through Control Panel -> System and Security -> Administrative Tools -> Task Scheduler.
Generally if you have a valid Product support contract (as indicated on the applicable License Certificate) with Techprime and are current with payments there under, Techprime will provide you with the support described in this Section (“Support”). In Techprime’ sole determination, in order to help you locate and, on your own, correct problems with the Software, Support may consist of: (i) live chat; (ii) telephone or electronic support; and / or (iii) supplying extensions, enhancements or other changes that Techprime makes or adds to the Software and which is made publicly available, without additional charge, to other licensees of the Software that are enrolled in Techprime’ Support.
3(b). SERVICE POLICY
If your purchase includes Techprime’ Service Policy (“Service”), as indicated on your License Certificate, Techprime agrees to provide you with related Content updates for the Software for download at no additional charge for as long as you own the original computer upon which you originally installed the agent or client Software (“Original Computer”). Notwithstanding the foregoing, if your Original Computer is damaged, or if you experience a hard drive failure resulting in having to rebuild or restore the Original Computer, Techprime agrees to provide to you a one-time reinstall of the Software so as to continue the Service for the remaining time of the contracted License.
SERVICE IS SUBJECT TO THE FOLLOWING RESTRICTIONS AND LIMITATIONS: in addition to the terms of this License: (a) Service is not transferable to a new (or used) or different computer if, for any reason, you purchase a new computer; however, you may purchase from Techprime an additional copy of the Software, or the equivalent product available at that time, for a fee; and (b) Service is not transferable to another user if your Original Computer is sold or transferred to another user, if components are rebuilt into a new computer, or if the Software is transferred as maybe otherwise provided herein.
Except as otherwise expressly provided in this License, you shall have no right, and you or any third party you may direct or control specifically agree not to:
iii. Remove, modify, or adapt any copyright or other intellectual property notice of Techprime or its licensors from the Product;
vii. Use the Product in any manner not expressly authorized herein.
The Software and any Hardware may be made available to you on the terms of this License in furtherance of internal evaluation purposes for a limited period of time or at limited functionality, at no cost (if and to the extent reflected on your License Certificate). You may evaluate the Product only to determine whether to license the Product. You may only evaluate a Product once. At the end of the evaluation period, your right to use the Product and this License (excluding the provisions intended to survive) will terminate and you must either: (i) purchase an additional ‘full’ License, or (ii) cease all use of such Product. Your use of the Product during an evaluation period or for any Product that is offered as freeware shall be without warranty of any kind, is provided solely “AS IS” and subject to the Confidentiality conditions below, and Techprime has no duty to provide Support to you during your use of the Product during any evaluation period.
Beta versions of Product or hardware may be provided to you without warranty of any kind, “AS IS” and subject to the Confidentiality conditions below. Such provision is done only for the purpose of assisting Techprime with testing functionality or compatibility and on the express condition that you provide Techprime with truthful, accurate and complete feedback, comments and analysis in whatever format you may wish, or are directed by, Techprime to provide the same to Techprime (“Contribution”). You expressly acknowledge that your participation in any beta testing is undertaken by you on a volunteer basis and that you shall have no right in the beta Product or hardware or Contribution, whether in original form (as provided by you) or in respect of any derivative work (whether or not based upon, in whole or in part, on any participation or feedback you may make). Notwithstanding the foregoing, you agree to grant to Techprime a royalty – free, perpetual, worldwide, transferable right and license to commercially use, exploit, and sub-license in Techprime’ sole discretion, any and all Contribution.
The Product includes significant elements, including its organization, algorithms, and logic, which Techprime has maintained as confidential information and is a trade secret of and proprietary to Techprime, its suppliers, or licensors including but not limited to the specific internal design and structure of individual programs and associated interface information. You shall maintain the Product in confidence and prevent disclosure of the Product using a reasonable degree of care. You shall not disclose the confidential aspects of the Product, or part thereof, to anyone for any purpose. The Product is protected by U.S, E.U and international patent, copyright or other international laws and treaties.
You acknowledge that all intellectual property rights in the Product and any hardware supplied by Techprime throughout the world, belong to Techprime and its licensors, that rights in the Product are licensed (not sold) to you, and that you have no rights or title in, or to, the Product other than the limited right to use it in accordance with the terms of this License. Techprime and its licensors retain ownership of all copies of the Software and Documentation and reserves all rights not expressly granted to you under this License.
You agree to pay Techprime all fees and other amounts set forth on your applicable License Certificate in accordance with the payment terms set forth thereon. Fees do not include sales, use, value added or other taxes (including applicable withholding taxes), all of which shall be borne by you. Accordingly, you shall pay or (if paid by Techprime) reimburse Techprime for all such taxes based on this License or any fees payable hereunder (but not any taxes based upon Techprime’ revenues or income), together with any interest on such taxes if not due to Techprime’ delay.
Part of the Software may incorporate and consist of (i) proprietary software and / or (ii) third party open source software (“Open Source”), which you may use under the terms and conditions of the specific license under which the Open Source software is distributed. You agree that you will be bound by any and all such Open Source license agreements. Title to Open Source software remains with the applicable licensor(s). Any Open Source provided with or contained in the Product is provided “AS IS” and without any warranty of any kind.
Without prejudice to any other rights or remedies available to Techprime, Techprime may immediately terminate (wholly or partly) this License and your right to use the Product: (i) upon the expiration of the term of your license, (ii) upon expiration of any applicable Support period, or (iii) if you do not abide by the terms of this License or otherwise breach any of your obligations hereunder. Termination may include ceasing the provision by Techprime of Content Updates and / or Support to you. Upon termination, you must cease all use of the Product, destroy all copies of the Product and all of its component parts, or, at Techprime’ request, return such copies and parts to Techprime.
The obligations relating to Service Policy, Consumer/Home-User License, License Restrictions, Beta Product, Reservation of Rights, Termination, Survival, Data Protection, Confidentiality, Indemnification, Disclaimer, Limitation of Liability, Consumer Rights; Death & Personal Injury, Export Control, Equitable Relief, General, Entire Agreement and Governing Law and Jurisdiction shall survive any termination of this License and whether or not you agreed to the terms of this License.
Each party shall comply with its respective obligations under applicable data protection laws (“DPL”). Neither party shall do any act that puts the other party in breach of its obligations as per this Section nor shall anything in this License be deemed to prevent any party from taking the steps it reasonably deems necessary to comply with DPL. You agree that during the course of this license: (i) you alone shall determine the purposes for which and the manner in which personal data are, or will be, processed; (ii) you are the data controller in respect of all personal data processed; and (iii) you have obtained consent from the data subject to send their personal data to Techprime. Techprime agrees that it is the data processor in respect of the personal data processed during the course of this License. You warrant and undertake that any instructions given by you to Techprime will at all times be in accordance with the requirements of DPL. You shall fully indemnify Techprime against any loss, liability, and costs incurred by Techprime as a result of any breach of DPL by you.
You agree to indemnify, defend, and hold Techprime, its parent, subsidiaries, and affiliate organizations and their respective officers, agents and employees, harmless from and against any and all claims, losses, demands, damages, obligations, penalties and costs (including reasonable attorneys’ fees) attributable to or arising out of your breach of any provision of this License, your use of the Product, your negligent or wrongful acts, and/or your violation of any applicable laws.
Different countries have different consumer (someone who uses the Products or hardware outside of their business or trade) laws and regulations depending upon your country of purchase or residence. These different statutory consumer laws may provide alternative remedies than that provided hereunder. The protection provided under this warranty is in addition to such statutory consumer laws and this warranty is not intended to limit or exclude your consumer statutory rights as it relates to non-conformity of a sales contract.
Techprime warrants that the media upon which any Software is distributed will be free from material defects for a period of ninety (90) days from the date of original purchase by you of the Software. No warranty is provided to you after this period. Any supplements or updates to the Software, including without limitation, any (if any) service packs, patches or fixes provided to you after the expiration of the ninety-day limited warranty period are not covered by any warranty or condition, neither express, implied nor statutory and are provided ‘AS IS’. The foregoing warranty is personal to you and cannot be transferred.
Please refer to the applicable limited warranty, which was supplied to you at the time of original purchase of the hardware. In the absence of any applicable hardware limited warranty, these terms apply: Techprime’ limited warranty covers hardware that has been produced, manufactured or delivered by Techprime as against material defects in materials and workmanship under normal use from the date of purchase of the original hardware to the date set out in the applicable hardware limited warranty. Any warranty is personal to you and cannot be transferred.
If Software media or a hardware defect arises and you have a valid claim, Techprime at its option may: (1) repair the defect at no cost to you, using new or refurbished parts that are equivalent to new in performance and reliability, or (2) exchange the Software media or hardware with Software media or hardware that is new or refurbished (that is equivalent to new in performance and reliability), which is at least functionality equivalent to the original Software media or hardware, or (3) refund the purchase price of the original Software media or hardware subject to your provision of a valid receipt of purchase.
The warranties set out above do not apply to damage: (1) to consumable parts i.e. batteries, cosmetic, (2) caused by non Techprime product, or (3) caused by your failure to follow Techprime’ instructions whether such instructions are given to you orally or are contained in any Techprime documentation, whether printed or online, (4) by non – normal use, fire, abuse or misuse, or use outside of the Products’ permitted uses, or (5) by non-Techprime service or repairs (except where Techprime has instructed you in writing to undertake a user installation and you adhere to all of Techprime’ instructions), or (6) where the Product’s or hardware’s serial number or other unique identifier is removed or defaced.
You will receive the remedy elected by Techprime without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the hardware or Software media to Techprime, handing and re-stocking fees of 15%). This Limited Warranty is void if failure of the Software media or hardware has resulted from accident, abuse, misapplication, abnormal use, a virus, or use after an upgrade was made available to you. Any replacement hardware or Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
To the maximum extent permitted by applicable law, the warranties set forth in Section 16 are your exclusive warranties and are in lieu of all other warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement of intellectual property rights. Accordingly, to the maximum extent permitted by law and except as otherwise provided herein, the Product, Content, Content updates, hardware and Support are provided on a “as is” and ‘where is’ basis and without warranty. Techprime makes no warranties or representations that the Product, Content, Content updates, hardware, or Support will meet your requirements or that operation or use of the Product, Content, Content updates, or Support will be uninterrupted or error-free. You may have other warranty rights, which may vary from state to state and country to country.
The Products, hardware, Content and Content Updates are not fault-tolerant and are not designed or intended for use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, life-support machines, or any other application in which the failure of the Products, Services, or hardware could lead directly to death, personal injury, or severe physical or property damage (collectively, “High-Risk Activities”). Techprime expressly disclaims any express or implied warranty of fitness for High-Risk Activities.
Some states and countries do not permit the limitation of liability, so to the maximum extent permitted by law, in no event shall Techprime, its affiliates, subsidiaries, or licensors be liable for any special, incidental, indirect, or consequential damages whatsoever (including without limitation for any damages for loss of profits, loss or corruption of confidential or other information, business interruption, loss of privacy, failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, Documentation, hardware, Content, Content updates or the provision of or failure to provide Support, or otherwise under or in connection with any provision of this license, whether arising under any theory of law, by Techprime or any of its affiliates, subsidiaries or suppliers, and even if Techprime or any of its affiliates, subsidiaries or suppliers had been advised of the possibility of such damages.
Notwithstanding the foregoing, the maximum liability that Techprime shall incur hereunder shall be limited to the actual price paid by you for the applicable product or hardware.
Nothing contained within Sections 17, 18, and 19 above is intended to limit your rights in respect to actions relating to (i) death, or (ii) personal injury, or (iii) consumer statutory rights, including your consumer statutory rights as it relates to non-conformity of a sales contract.
You agree that the Product will not be shipped, transferred or exported into any country or to anyone: (i) which the EU, U.S or UN has embargoed goods; or (ii) where the national legislation of the relevant EU Member State has embargoed goods; or (iii) listed in any enacted Common Position on restrictive measures imposed by the EU; or (iv) on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders; or (v) in any manner prohibited by the EU Common Foreign and Security Policy, the United States Export Administration Act, or any other export laws or regulations. By using the Product, you represent that you are not located in, under the control of, or a national or resident of any such country or on any such list and you take full and sole responsibility for such use.
If you are obtaining Software on behalf of any part of the United States Government, the Software shall be deemed “Commercial Software” and “Commercial Computer Software Documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR 12.212 and 52.227-19, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software shall be governed solely by the terms of this License and shall be prohibited except to the extent expressly permitted by the terms of this License.
The parties agree that irreparable damage would occur if any provision of this License were not performed by you in accordance with the terms hereof and that Techprime shall be entitled to equitable relief, including injunctive relief or specific performance of the terms hereof (without any requirement to post bond or guarantee), in addition to any other remedy to which Techprime is entitled at law or in equity.
This License may not be assigned by you. Any purported assignment by you will be null and void. This License may not be amended by you, but Techprime may amend the License from time to time and shall post any amended License on its website at www.Techprime.com and you shall be deemed to have accepted the terms of any amended License thereafter. The remedies of the parties set forth herein are cumulative and will not exclude any other remedies to which the party may be lawfully entitled. In case any one or more of the provisions contained in this License shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this License but this License shall be construed as if such invalid, illegal or other unenforceable provision had never been contained herein and such provision shall apply with the minimum modification necessary to make it legal, valid and enforceable. This License is for the sole benefit of Techprime and you and nothing herein, express or implied, is intended to or shall confer upon any other third person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this License.
This License including your License Certificate (as each may be amended by time to time) is the entire agreement between you and Techprime relating to the Product and Support and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Product and Support. This License prevails over any conflicting or additional terms of any purchase order, ordering document, acknowledgement, or confirmation or other document issued by you, even if signed and returned by Techprime. To the extent the terms of any Techprime Terms of Sale, policies, or programs conflict with the terms of this License, the terms of this License shall prevail and control.
This License shall be governed by, subject to and construed in accordance with the laws of the State of Delaware, USA, excluding its conflict of law’s provisions and the parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in Delaware and the parties waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this License, the Product, Support, or any other transactions contemplated hereby and the Uniform Commercial Code is hereby excluded.
All notices must be in writing and shall be mailed by registered or certified mail or sent via email to email@example.com (effective on the third day following the date of mailing, with evidence of effective transmission and receipt). All notices must be addressed to Techprime Legal Department.
You acknowledge that you have read this License and understand it and that by clicking ‘I Agree’ or downloading, or otherwise using the Software you agree to be bound by its terms and conditions. You further agree that this License is the complete and exclusive statement of the rights and liabilities of the parties with respect to the subject matter hereof.
©2014 Techprime® and Techprime Software® are trademarks or registered trademarks of Techprime Venture Inc in the United States, European Union, and other countries.
All other trademarks are the property of their respective owners. All rights reserved.
By choosing to enter and submit the requested information when prompted, you are consenting to Techprime collection, use, and disclosure of such information for the purposes as outlined herein. Any information that you post to a chat room, public bulletin, social networks or forum is available to all permitted users of that site. Techprime cannot control, nor is it responsible for the use, disclosure, or dissemination of such information by any third parties.
Web Site Usage
We may automatically collect IP addresses and Web site usage information when you access our online services. This information helps us evaluate how our visitors navigate our sites on an aggregate basis, including but not limited to the number and frequency of visitors, length of visits, etc.
We automatically collect standard usage information when you install our software (such as but not limited to your operating system installation language, installed software, browser records, stored 3rd and other information that is needed for our software to fulfill its purpose). This information helps us provide you with our technical services as they are described in the software that you have installed.
How Information Is Used When Collected
We may use information collected in the following ways:
We define a cookie as any string of data and information that is automatically stored on your computer upon access to our services. Techprime utilizes cookies to assign temporary identification numbers to machines that access our services. This information enables us to deliver faster service capabilities to our customers or to our affiliates and/or other sales partners, prevent denial of service attacks on our systems, detect and prevent fraudulent transactions, and assist with awarding proper sales credit to our partners. All Techprime cookies are 1) of limited duration, 2) less than 5KB in length, 3) only visible to Techprime and its ad-serving service provider, and 4) devoid of any personally identifiable information.
Our Cookies are mainly maintained to track our affiliates and/or other sales partners to ensure proper payments for their sales and tracking activities relating to their affiliate relationship with us.
The personally identifiable information we collect about you is stored in limited access servers. We maintain such safeguards to protect security of servers and your personally identifiable information.
We retain personally identifiable information only as long as necessary to complete a purchase, provide customer service, or maintain your account with us.
Acceptance of Terms