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The following Software License Agreement ("SLA") is between you and New Concepts Developments Corporation, its subsidiary Other World Computing, Inc., and its affiliate Newer Technology, Inc. (collectively "OWC"), and constitutes as the legal agreement that governs your use of the OWC RAID Manager software application (collectively referred to as the "Product"). You must agree to this SLA before you can use the Product. You can agree to this SLA by: a) actually using the Product, or b) agreeing to this Software License Agreement. If you do not agree to any of the following terms, please do not use the Product. You should print or otherwise save a copy of this SLA for your records.
To use the Product you must be: a) of legal age to form a binding contract with OWC, and b) cannot be a person barred from receiving the Product under the laws of the United States or other applicable jurisdiction, including the country in which you reside or from where you use the Service. By accepting this SLA you represent that you understand and agree to the foregoing.
You understand and acknowledge that the product is being provided as a "Public Beta", and is made available on an "AS IS" and "AS AVAILABLE" basis. The product may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from your device and from peripherals (including, without limitation, servers and computers) connected thereto. OWC strongly encourages you to back up all data and information on your device and any peripherals prior to using the product. YOU ASSUME ALL RISKS AND ALL COSTS ASSOCIATED WITH YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF YOUR DEVICE AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. In addition, OWC is not obligated to provide any maintenance, technical or other support for the product/service.
Changing the Product
OWC reserves the right to modify, suspend or stop the Product (or any part thereof), either temporarily or permanently, at any time or from time to time, with or without prior notice to you. Without limiting the foregoing, OWC may provide notice of any such changes to the Product by posting them on its websites and/or via the Product. You agree that OWC shall not be liable to you or any third party for any modification or cessation of the Product. You acknowledge that OWC has no express or implied obligation to provide, or continue to provide, the Product, or any part thereof, now or in the future; and in addition, OWC may at any time, upon prior notice as required by applicable law, institute charges or fees for the Service.
Limitations on Use
You agree to use the Product only for purposes as permitted by this SLA and any applicable law, regulation, or generally accepted practice in the applicable jurisdiction. OWC reserves the right to modify or impose any limitations on the use of the Product at any time, with or without notice to you.
No Resale of Service
You agree that you will not reproduce, copy, duplicate, sell, resell, rent or trade the Product (or any part thereof) for any purpose.
OWC and the OWC logo, and other OWC trademarks, service marks, graphics, and logos used in connection with the Product are trademarks or registered trademarks of New Concepts Development Corporation, Other World Computing, Inc. and NewerTechnology, Inc., respectively. Other trademarks, service marks, graphics, and logos used in connection with the Product may be the trademarks of their respective owners. You are granted no right or license in any of the aforesaid trademarks, and further agree that you shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Product.
OWC's Proprietary Rights
You acknowledge and agree that OWC and/or its licensors own all legal right, title and interest in and to the Product, and any software (including any Content provided therein) provided by OWC to you as a part of and/or in connection with the Product (the "Software"), including any and all intellectual property rights that exist therein, whether registered or not, and wherever in the world they may exist. You further agree that the Product (including the Software, or any other part thereof) contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
License From OWC
OWC grants you a personal, non-exclusive, non-transferable, limited license to use the Software as provided to you by OWC as a part of the Product and in accordance with this SLA; provided that you do not (and do not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to discover the source code (unless expressly permitted or required by law), sell, lease, sublicense, assign, grant a security interest in or otherwise transfer any right in the Software.
Use of the Product and Software, including transferring, posting, or uploading data, software or other Content via the Service, may be subject to the export and import laws of the United States and other countries. You agree to comply with all applicable export and import laws and regulations. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software or Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Software or Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You further agree not to upload to your account any data or software that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of this SLA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. OWC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN PARTICULAR, OWC AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE PRODUCT WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE PRODUCT WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE PRODUCT WILL BE ACCURATE OR RELIABLE; AND (IV) ANY DEFECTS OR ERRORS IN THE SOFTWARE PROVIDED TO YOU AS PART OF THE PRODUCT WILL BE CORRECTED. ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE PRODUCT IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE PRODUCT. YOU FURTHER ACKNOWLEDGE THAT THE PRODUCT IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OR TIME DELAYS OF, OR ERRORS OR INACCURACIES IN, THE CONTENT, DATA OR INFORMATION PROVIDED BY THE PRODUCT COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OWC OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE SLA.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY APPLICABLE LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT OWC AND ITS AFFILIATES, PARENT HOLDING COMPANY, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSSES (EVEN IF OWC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR INABILITY TO USE THE SERVICE; (II) ANY CHANGES MADE TO THE SERVICE OR ANY TEMPORARY OR PERMANENT CESSATION OF THE SERVICE OR ANY PART THEREOF; (III) THE UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE AND/OR SEND OR RECEIVE YOUR TRANSMISSIONS OR DATA ON OR THROUGH THE PRODUCT; (V) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PRODUCT; AND (VI) ANY OTHER MATTER RELATING TO THE PRODUCT.
You agree to defend, indemnify and hold OWC, its parent holding company, affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Product; (b) your use of the Product; (c) any violation by you of this SLA; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of this SLA and/or your use of the Product.
Any litigation or other dispute resolution between you and OWC arising out of or relating to this SLA or your use of the Product will take place in the McHenry County. Illinois, and you and OWC hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within that District with respect to any such litigation or dispute resolution. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Illinois, except that body of Illinois law concerning conflicts of law. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.