Second Signal User Agreement
By using this software, you ("Customer") are accepting the terms and entering an agreement subject to the following terms with Andrew Pollack d/b/a Second Signal, whose principal place of business is Candlewick Lane, Cumberland, Maine 04021 (“Second Signal”). Second Signal retains all rights and ownership of this software not specifically granted herein.
1. Customer may use this software only provided that Customer does not use or allow the use of this software in a which will (a) reverse engineer the software; or (b) distribute this software, any part of this software, or any derivative work based on this software to any person or machine not specifically licensed by Second Signal for its use; or (c) use this software for any use not authorized in this document; or (d) use the same software license on more than one computer at any time.
2. CUSTOMER MAY NOT USE THIS SOFTWARE AS A PRIMARY OR CRITICAL MEANS OF NOTIFICATION OR RESPONSE TO ANY INCIDENT OR IN ANY OTHER SITUATION IN WHICH FAILURE OF THIS SOFTWARE TO PERFORM AS EXPECTED MAY RESULT IN INJURY, LOSS OF LIFE, LOSS OR DAMAGE TO PROPERTY, LOSS OF REVENUE, LOSS OF BUSINESS, OR OTHER HARDSHIP OF ANY KIND.
3. If Customer's license key is granted for “Personal Use Only” then Customer may not use this software in any activity for which Customer will charge an individual or business money or other compensation of any kind. In addition, a “Personal Use Only” license may not be used to generate notifications or updates of any kind resulting from the use of this software to any person or individual who does not have a license for the software.
4. Indemnification. To the fullest extent permitted by law both parties hereby agree to defend, indemnify and hold harmless each other, including their principals, agents, employees and officers, from and against any and all claims, demands, costs or expenses (including reasonable attorneys’ fees) arising out of or relating to the Deliverables or performance of Second Signal’s Services under this Agreement unless such claims, demands, costs or expenses are finally adjudicated to be a result of Second Signal’s gross negligence or willful misconduct.
5. No Representations/Limitation of Liability.
(a) UNLESS DETAILED IN THE DESCRIPTION OF A SPECIFIC DELIVERABLE, SECOND SIGNAL MAKES NO WARRANTIES, REPRESENTATIONS OR GUARANTEES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE SERVICES TO BE PERFORMED OR DELIVERABLES TO BE PROVIDED HEREUNDER OR THE FUNCTIONALITY, PERFORMANCE, SUITABILITY OR CAPABILITY OF ANY COMPUTER SOFTWARE AND/OR HARDWARE OWNED, LEASED OR USED BY COMPANY AND/OR PROVIDED OR SUGGESTED BY SECOND SIGNAL.
(b) IN NO EVENT WILL SECOND SIGNAL OR ANY PRINCIPAL, OFFICER, DIRECTOR, AGENT, EMPLOYEE OR CONTRACTOR THEREOF BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR SECOND SIGNAL’S SERVICES OR DELIVERABLES HEREUNDER, OR ANY ERRORS OR OMISSIONS THEREIN OR RELATING THERETO, EVEN IF SECOND SIGNAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) ANY LIABILITY OF SECOND SIGNAL, ITS AFFILIATES, LICENSORS, EMPLOYEES, AGENTS OR CONTRACTORS. INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS OR DATA, OR FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO THE LESSER OF (a) THE AMOUNT PAID TO SECOND SIGNAL BY COMPANY IN CONNECTION WITH THE SPECIFIC SERVICES OR DELIVERABLE FROM WHICH THE LIABILITY DERIVES OR (b) THE AMOUNT PAID TO SECOND SIGNAL IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE.
6. Severability. The provisions of this Agreement are deemed by the parties to be severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity or enforceability of any other provision.
7. Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of any provision of this Agreement.
8. Arbitration. Any controversy or claim arising out of or relating to this Agreement or a breach thereof shall be settled by arbitration in accordance with the governing rules of the American Arbitration Association in Portland, Maine. Judgment upon the award rendered may be rendered in any court of the State of Maine. Customer and Second Signal agree in the event of arbitration that the breaching party will pay and be responsible for all of the non-breaching party’s arbitration fees and costs, including reasonable attorneys’ fees, relating to any breach or violation of this Agreement (the “Cost”); provided that if both parties are held to be in breach of this Agreement, each party shall pay its or his own costs.
9. Entire Agreement. This Agreement sets forth the entire understanding between the parties relating to the subject matter of Second Signal’s Services and Deliverables supersedes any previous understandings or agreements written or oral, between Second Signal and Company. This Agreement may be modified only by an agreement in writing, signed by both parties.
10. Successors, Heirs and Assigns. This Agreement shall inure to the benefit of and binding upon the parties hereto and their respective successors, heirs and assigns; provided, that neither party may assign this Agreement or any rights or duties hereunder without the prior written consent of the other party.
11. Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Maine, without regard to principles of conflicts of law thereunder.
12. Counterparts. More than one counterpart of this Agreement may be executed by the parties hereto, and each fully executed counterpart shall be deemed an original.
By using this software, Customer is accepting and agreeing to the terms of this license.