End-User License Agreement
Subject to the terms and conditions of this Agreement, United Parents hereby grants you a non-exclusive, non-transferable license to install and use the accompanying United Parents i-Guard software (the "Software") in accordance with the United Parents Child Protection Service ("Service") Terms of Service ("TOS"), which is incorporated by reference herein.
You may copy the Software for installation and use on all computers owned by you or for which you have explicit permission to install the Software, provided that you do not modify the Software or the distribution package in any way or otherwise create any derivative works based on or including the Software. You may not sell the Software or bundle it for redistribution with other software products. You may not make or distribute copies of the Software for commercial use, whether in conjunction with any third party software or otherwise. Any copy that you make of the Software, in whole or in part, is the property of United Parents. You agree to reproduce and include in their entirety all copyright, trademark and other proprietary rights notices on any copy or any portion thereof of the materials you receive under this Agreement.
3. LICENSE LIMITATIONS
Any use of the Software in violation of the License limitations will be regarded as an infringement of United Parents' copyrights in and to the Software. You agree that you will not, under any circumstances: (i) modify, create derivative works from, adapt, or translate any part of the Software or Service; (ii) reverse engineer, decompile, or disassemble any part of the Software; (iii) offer for sale, sell, distribute, re-distribute, assign, rent, lease, sublicense or otherwise transfer any part of the Software or Service; (iv) insert or allow the insertion of any virus, Trojan horse or other disabling or disrupting item of code; (v) use the Software or Service for any commercial purpose; (vi) attempt to use the Software or Service for a fraudulent or illegal purpose; (vii) install the software on, or use it to access or examine any computer, or data from any computer, that you do not have the unequivocal legal right to access or examine; or (viii) otherwise use the Software or Service in a manner not expressly authorized under this Agreement or the Terms of Service.
4. RESERVATION OF RIGHTS
United Parents reserves all rights not expressly granted pursuant to this Agreement. This Agreement is not a sale of the Software, any copies or part thereof, or any other software, and you shall have no title to or ownership in the Software, or any copies or part thereof, regardless of the form on which the original and any copies may exist. United Parents reserves the right to offer upgrades to the Software, either for a fee or without cost, at United Parents' sole discretion. Any such upgrades may be subject to their own End-User License Agreements, and may not be copied and distributed except by the terms of those Agreements, if applicable.
5. PROPRIETARY RIGHTS
The Software contains valuable trade secrets of United Parents. You agree not to decompile, disassemble, analyze, or otherwise reverse engineer the Software. The Software is protected by United States and international copyright laws. The names, marks, brands, logos, designs, trade dress and other designations United Parents uses in connection with the Software are proprietary to United Parents. Except as stated above, this Agreement does not grant you any intellectual property rights in the Software.
6. PATCHES AND UPDATES
United Parents may deploy or provide patches, updates, and modifications to the Software that must be installed in order to continue providing the Service. United Parents may update the Software remotely without the knowledge of the user, and you hereby grant to United Parents your consent to deploy and apply such patches, updates, and modifications on any computer on which you have installed the Software.
The Software may not be compatible with all chat programs, Internet browsers, other installed software or all future versions of those programs installed on the computer(s) on which the Software has been installed. The Software may not record all chat conversations, programs run, or websites visited. The Software may not be compatible with all future versions of computer operating systems. In no case shall any of these events entitle you to a refund of the purchase price of the Software.
United Parents makes no guarantees that the Software will not be removed in whole or in part from a machine or otherwise be interfered with by users of such machines. United Parents makes no guarantees that various third-party security related programs such as anti-virus or anti-spyware scanning applications will not detect, remove, or otherwise interfere with the functionality of the Software. United Parents makes no claims of "invisibility" or "stealth" as it relates to the Software's performance on the machine. Because software platforms and associated software change with time, United Parents makes no guarantees that any or all of the features or functions of the Software will perform as expected in the future. In no case shall any of these events entitle you to a refund of the purchase price of the Software.
8. WARRANTY AND INDEMNIFICATION
The Software and the Service are designed to help you monitor your child's online behavior and to send you alerts about certain types of alarming behavior, dangers, or other potentially undesirable events. United Parents makes no guarantee or warranty that the Software and Service will identify and alert you to all potentially undesirable events, alarming behavior, dangers, inappropriate relationships, or other aspects of your child's online behavior. In no event shall United Parents be liable for any lost revenues or profits, or other special, incidental, or consequential damages arising with respect to the Software and related materials or the Services or arising out of this Agreement, even if United Parents has been advised of the possibility of such damages. United Parents agrees to defend you from and against any third party claim or action based on any alleged infringement of any United States patent, copyright, trade secret, or other proprietary right as a result of the use of the Software according to the terms and conditions of this Agreement, and United Parents agrees to indemnify you from any costs and/or damages awarded against you in any such infringement claim or action or settlement thereof, provided that (i) United Parents is promptly notified in writing of such claim, (ii) you grant United Parents sole control of the defense and any related settlement negotiations, and (iii) you cooperate with United Parents in defense of such claim. The foregoing states the entire liability of United Parents with respect to infringement of any patents, copyrights, trade secrets, or other proprietary rights by the Software or any part thereof.
You shall defend, indemnify and hold harmless United Parents, its officers, directors, contractors, agents and employees, from any and all claims or causes of action arising out of your use of or related to the Software or the Service, and pay any and all damages and expenses (including but not limited to attorney's fees incurred by United Parents and/or third parties) in connection therewith. United Parents reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with United Parents in asserting any available defenses.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNITED PARENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SOFTWARE, OR THE SERVICE. UNITED PARENTS SHALL NOT BE LIABLE FOR ANY USE OF THE SOFTWARE OR THE SERVICE, INCLUDING THE INSTALLATION AND OPERATION OF THIS SOFTWARE TO EXAMINE DATA ON ANY COMPUTER FOR WHICH THE USER LACKS AN UNEQUIVOCAL LEGAL RIGHT TO ACCESS. YOU ACKNOWLEDGE THAT UNITED PARENTS HAS AGREED TO MAKE THE SOFTWARE AND SERVICE AVAILABLE IN RELIANCE ON THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY SET FORTH ABOVE AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
You acknowledge and agree that United Parents may modify the terms and conditions of this Agreement at any time by posting a revised version of this Agreement at http://www.unitedparents.com/eula, otherwise making it available for your review within the Service, or by providing such other notice as United Parents may elect in its sole discretion. Any modifications to this Agreement, including, but not limited to, any modifications to the warranty disclaimers or limitations of liability contained in this Agreement, will supersede the prior agreement provisions for all activity occurring after the revised version has been made available in the manner described above. Your continued use of the Software and the Service after the revised version is made available constitutes your agreement to the revision. If you do not agree with the modifications to this Agreement, you may terminate the Agreement in accordance with the Termination section herein. United Parents may change, modify, suspend, or discontinue any aspect of the Software at any time. You have no interest, monetary or otherwise, in any feature or part of the Software.
You may terminate this Agreement at any time by terminating your subscription to the United Parents Service and uninstalling the Software from each of the computers on which it was installed (contact United Parents at http://www.unitedparents.com/contact-us for uninstall instructions). United Parents may terminate this Agreement at any time by providing you with individual notice, or by posting a notice on its website. When this Agreement terminates or expires, all rights granted to you will cease, and we will no longer provide the Service to you. .
Any controversy or claim arising out of or relating to the EULA, with the exception of those controversies or claims specifically excluded below, shall be determined by arbitration at a neutral location within the United States convenient to both parties before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, without first seeking or obtaining any decision in arbitration (even if a similar or related matter has already been referred in arbitration in accordance with the terms of this paragraph), (i) United Parents and its affiliates and licensors may bring any claim or suit for the purpose of evidencing, enforcing, registering or defending their intellectual property rights in any court or forum of competent jurisdiction; and (ii) United Parents and its affiliates and licensors shall be entitled to seek injunctive and other equitable relief in any court or forum of competent jurisdiction to enforce this Agreement.
You and United Parents agree that any arbitration shall be limited to the dispute between United Parents and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is not right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
You and United Parents agree that the following disputes are not subject to this binding arbitration provision: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of your or United Parents' intellectual property rights; and (2) any claim for injunctive relief.
For any dispute not subject to arbitration, or where no election to arbitrate has been made, you and United Parents agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in the state of New York. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. The EULA and the relationship between you and United Parents shall be governed by the laws of New York without regard to its conflict of law provisions.
13. GENERAL PROVISIONS
If any part of any provision of this Agreement shall be invalid or unenforceable, such part shall be deemed to be restated to reflect, as nearly as possible, the original intentions of both of the parties in accordance with applicable law, and the remainder of the Agreement shall remain in full force and effect. This Agreement and the TOS are the complete and exclusive statements of the agreement between you and United Parents and supersede any proposal or prior agreement, oral or written, and any other communications between you and United Parents relating to the subject matter of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT. BY CLICKING "I AGREE" BELOW, YOU CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS.
Last updated on November 23, 2010..