IMPORTANT: BY USING OUR WEBSITE AND/OR INSTALLING, CONFIGURING, AND/OR USING THE SOFTWARE BY PATCH MY PC, LLC CONSTITUTES ACCEPTANCE OF THE TERMS AND CONDITIONS OF THE END USER LICENSE AGREEMENT PROVIDED BELOW.
THIS AGREEMENT WILL BECOME EFFECTIVE ON DATE YOU ACCEPT THE TERMS OF THIS AGREEMENT AS CONTEMPLATED IN THIS AGREEMENT (THE "EFFECTIVE DATE"). BY INSTALLING, CONFIGURING, AND/OR USING THE SOFTWARE BY PATCH MY PC, LLC, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY OR INDIVIDUAL IDENTIFIED AS THE CUSTOMER ("YOU") TO THIS AGREEMENT, AND ARE CONSENTING TO BE BOUND BY THE TERMS OF THIS AGREEMENT WITH PATCH MY PC, LLC.
END USER LICENSE AND SERVICES AGREEMENT
- Affiliated Companies: Any legal entity/company directly or indirectly owned or controlled by "Customer".
- Client: Any electronic device using the Software including without limitation physical devices such as a computer, workstations, servers, or other electronic devices that can utilize software purchased from Patch My PC, LLC.
- Customer: An individual employed or contracted to provide services to you the consumer of any Patch My PC, LLC software and services
- Device: Any electronic device using the Software including without limitation physical devices such as a computer, workstations, servers, or other electronic devices that can utilize software purchased from Patch My PC, LLC.
- Our: Referring to Patch My PC, LLC
- Node: Any electronic device using the Software including without limitation physical devices such as a computer, workstations, servers, or other electronic devices that can utilize software purchased from Patch My PC, LLC.
- Not for Resale (NFR): A license granted for demo use only for certain individuals such as “Microsoft MVPs, IT Consultants, Etc.” in a non-production environment.)
- User: An individual employed or contracted to provide services to you the consumer of any Patch My PC, LLC software and services
2. GRANT OF LICENSE
2.1 Production License. Subject to terms of this agreement and after payment and any fees for software, Patch My PC, LLC hereby grants You a limited, worldwide, perpetual, non-exclusive, nontransferable license to use the object code of the Software and Documentation subject to the terms contained herein. For each device license you purchase from Patch My PC, LLC, you may use the software on any single device. All software and installs will be made available via digital download and you can retain backup copies when applicable.
2.2 Trial or Evaluation License. If the Software is provided to You for evaluation purposes, Patch My PC, LLC grants to You a non-exclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior to purchase or implementation. You shall not use the Evaluation License for production use. The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Patch My PC, LLC at its sole discretion. Software provided as an Evaluation License is provided to You “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section or any externally agreed upon license agreement by both You and Patch My PC, LLC.
2.3 Not For Resale or NFR LIcense. If the Software is provided to You for not for resale purposes, Patch My PC, LLC grants to You a non-exclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior in a lab environment. You shall not use the not for resale License for production or customer use. The not for resale License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Patch My PC, LLC at its sole discretion.
3. Restrictions on Use
3.1 General License Restrictions.
a) You may not use, copy, or install, or deploy the Software Product on any system with more than licensed device count. If you hold multiple, validly licensed copies, you may not use, copy, or install the Software Product on any system with more than the number of computers permitted by license, or permit the use, copying, or installation by more users, or on more computers than the number permitted by the license.
b) Exceptions for exceeding the licensed device count. When purchasing our third-party software update catalog, we do allow up to 25% increase of the originally purchased device count throughout a one-year subscription period to allow for normal growth. If you exceeded 25% of your licensed device count within your current year's subscription, please contact us to see if a true-up would be required for the current year.
c) You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for any Software Product from Patch My PC, LLC.
4. RIGHTS RESERVED
4.1 Software Licensed, not Sold.
a) The Software is licensed, not sold. Unless otherwise communicated, this Agreement does not grant You any rights, title, or interest in or to Software, Documentation, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, video, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) of Patch My PC, LLC, and all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property shall remain the property of Patch My PC, LLC.
b) Patch My PC, LLC reserve all rights not expressly granted under this Agreement. All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable laws and treaties, including intellectual property laws. This Agreement gives You no rights to such content, including the use of the same.
4.2 Your Data. Patch My PC, LLC agrees that the Your Data (including without limitation, computer software, databases, documentation, specifications, design, reports, and the like) shall be and remain Your sole property.
5. CONFIDENTIALITY AND PERSONAL DATA
Each Party shall keep confidential, and not disclose to any third party any Confidential Information which may be provided in connection with this Agreement. "Confidential Information" refers to any non-public information disclosed by one Party to the other Party, either directly or indirectly, (including, without limitation, pricing, trade secrets, product roadmaps, services, customers, Software, inventions, engineering, hardware information, marketing or financial information), which is designated as "Confidential," "Proprietary" or an alike designation.
6. LIMITED WARRANTY
Patch My PC, LLC warrants You that, for ninety (90) days following the initial purchase and delivery of the Software to You, the Software will perform substantially in conformance with the Documentation. Patch My PC, LLC does not warrant that the Software will meet all of Your requirements or that the use of the Software will be uninterrupted or error-free. The foregoing warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to:
a) Software that is modified or altered by You or any third party that is not authorized by Patch My PC, LLC
b) Software that is otherwise operated in violation of this Agreement or other than in described in the Documentation
c) Failures that are caused by other software or hardware products.
To the maximum extent permitted under applicable law, as Patch My PC, LLC's and its suppliers’ entire liability, and as Your exclusive remedy for any breach of the foregoing warranty, Patch My PC, LLC will, at its sole option and expense, promptly repair or replace any Software that fails to meet this limited warranty or, if Patch My PC, LLC is unable to repair or replace the Software, refund to You the applicable license fees paid upon return, if applicable, of the nonconforming item to Patch My PC, LLC. The warranty is void if a failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software under this limited warranty will be warranted for ninty (90) days.
7. THIRD PARTY SOFTWARE
To the extent the Software is bundled with third-party software programs, these third-party software programs are governed by their license terms, which may include open source or free software licenses, and these terms will prevail over this Agreement to Your use of the third-party programs. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third-party software.
8.1 Notices. All notices must be in writing and shall be mailed by registered or certified mail to Patch My PC, LLC, 4300 Lilly Gulch Trail, Castle Rock, CO 80109 or sent via email to [email protected].
8.2 Governing Law. This Agreement is governed by the laws of Colorado, without regard to Colorado's conflict or choice of law provisions. In any dispute arising out of or in connection with the Agreement, you consent to the exclusive jurisdiction and venue in the State and Federal courts within Colorado.
Version: November 2018