This document (referred to herein as this "EULA") contains the legal terms and conditions that govern your use of the nokVAULT Software, the nokVAULT User Guide, and any other associated software components or documentation, whether in print or electronic form (collectively, the "SOFTWARE").

Please read this EULA carefully before using the SOFTWARE as it constitutes a legally binding contract between you and Spin Networks, Inc. (“SNI”).  By installing, copying, and/or otherwise using the SOFTWARE, you acknowledge that you have read and understand this EULA and that you agree to be bound by its terms.  Use of the SOFTWARE under this EULA is only available to those who may lawfully enter into contracts with SNI.  If you are a minor or otherwise do not qualify, you are not permitted to access or use the SOFTWARE.   

IF YOU DO NOT AGREE TO USE THE SOFTWARE IN ACCORDANCE WITH ALL OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL AND USE THE SOFTWARE.  IN SUCH EVENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SOFTWARE AND OBTAIN A REFUND OF YOUR PURCHASE PRICE PAID FOR THE SOFTWARE, IF ANY, WITHIN 30 DAYS FROM THE POINT OF PURCHASE.   

Scope of License

Your license to use the SOFTWARE is valid, provided that you comply and remain in compliance, with all terms and conditions contained in this EULA in perpetuity from the date of installation.

SNI grants to you a personal, non-exclusive, non-transferable and revocable license to use the SOFTWARE, in machine-readable, object code form only. This SOFTWARE is licensed to be installed and used on one workstation ONLY.  You are allowed to make a single copy of the SOFTWARE for backup purposes only, provided that Internet backups are strictly prohibited and will result in revocation of your license.

You may not make any changes or modifications to the SOFTWARE, and you may not translate, recompile, disassemble, or otherwise reverse engineer the SOFTWARE. You may not lend, rent, lease or sublicense the SOFTWARE or any copy to others for any purpose. Copying the SOFTWARE on backup magnetic or optical storage media, with the intent to lend, swap, barter, trade, rent, sell, or distribute it, is illegal and is punishable by local and international laws.

You agree to use all reasonable efforts to protect the SOFTWARE from unauthorized use, modification, reproduction, distribution or publication. You are not permitted to make any uses or copies of the SOFTWARE that are not authorized specifically by the terms of this EULA. SNI reserves all rights that are not expressly granted to you.

Ownership of Software

This EULA does not convey to you any ownership rights, intellectual property rights, or any other interest in the SOFTWARE.  You acknowledge and agree that the SOFTWARE (including all intellectual proprietary rights therein) is owned exclusively by SNI.  You agree that the price paid by you for the SOFTWARE is a license fee granting you only the specific rights set forth in this EULA.

Limited Warranty

SNI warrants the physical program media to be free from defects for a period of 90 days from the date of your purchase. If you notify SNI of defects during the warranty period, SNI will replace the defective program media or, at its option, refund the purchase price. Your remedy for breach of this warranty shall be limited to replacement or refund and shall not encompass any other damages.

THE SOFTWARE IS PROVIDED BY SNI AND ITS PARTNERS ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND NEITHER SNI NOR ITS PARTNERS MAKE ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND EXPRESSLY DISCLAIM ALL CONDITIONS AND WARRANTIES IN CONNECTION THEREWITH, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. 

WITHOUT LIMITING THE FOREGOING, NEITHER SNI NOR ITS PARTNERS MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO THE PERFORMANCE OR RESULTS OBTAINED USING THE SOFTWARE, THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR FREE OF ERRORS.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

Limitation of Liability

IN NO EVENT WILL SNI OR ITS PARTNERS BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM OR ARISING IN CONNECTION WITH YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION LOSS OF REVENUES OR PROFITS, THE INCAPACITY TO REALIZE PROJECTED SAVINGS OR OTHER OBJECTIVES (COMMERCIAL OR OTHERWISE), OR THE LOSS OF DATA OR OF COMPUTER TIME USE, EVEN IF SNI OR ITS PARTNERS HAVE BEEN ADVISED BY YOU OF THE POSSIBILITY OF SUCH DAMAGES. 

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

In no event shall the liability of SNI or its partners exceed the purchase price paid by you for the SOFTWARE, if any.

Termination

Without prejudice to any other rights or remedies available to SNI under this EULA or applicable law, SNI may, at its sole discretion and without notice or liability to you, immediately terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE.

Copyright and Proprietary Notices

The SOFTWARE is the copyrighted property of SNI and/or partners and is protected by U.S. and international copyright law.  You agree not to remove or obscure any copyright or trademark notices or restrictive legends on the SOFTWARE. 

Trademarks

nokVAULT.com, the nokVAULT trademark and logo, and all other names, logos, and icons identifying SNI’s products and services are the proprietary marks of SNI and/or its partners, and any use of such marks without the express written permission of SNI is strictly prohibited. 

Compliance with Applicable Laws and Export Restrictions

You are responsible for ensuring that your use of the SOFTWARE complies with all applicable laws. 

Without limiting the generality of the foregoing, you agree that you will not export or re-export the SOFTWARE to any country, person, entity, or end user subject to Canadian or U.S.A. export restrictions. Restricted countries currently include, but are not limited to Afghanistan, Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other U.S. or Canadian federal agency has suspended, revoked or denied your export privileges.

Miscellaneous

Assignment.  You may not assign or delegate this EULA nor assign or delegate any right or duty under this EULA (including by way of change of control) without the prior written consent of SNI. This EULA will enure to the benefit of and be binding upon each party’s respective successors and assigns. 

Entire Agreement.  This EULA constitutes the entire agreement between the parties with respect to the subject matter hereof. This EULA supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties.

Non-Waiver.  No delay on the part of SNI in exercising any right or remedy under this EULA shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by SNI under this EULA preclude any other or further exercise of such right or remedy.  Failure of SNI to enforce compliance with any term, provision or condition of this EULA shall not constitute a waiver of such term or condition, and shall not constitute a precedent.

Severability.  It is the intention of the parties that, if any provision of this EULA will be held invalid or unenforceable in any respect, such provision will be enforced to the maximum extent permitted by law, and that the remaining provisions of this EULA will continue in full force and effect.

Headings.  The headings used in this EULA are for convenience of reference only, and are not intended to be full or accurate descriptions of the content of any section or subsection hereunder.

Governing Law, Dispute Resolution and Jurisdiction.  This EULA will be governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflict of laws provisions thereof.  The parties specifically exclude the application of the United Nations Convention on the International Sale of Goods.  Any dispute arising out of or in connection with this EULA shall be settled by binding arbitration in accordance with the National Arbitration Rules of the ADR Institute of Canada Inc. by one arbitrator designated in conformity with those Rules in the City of Toronto, Ontario.  Notwithstanding the recourse to arbitration hereto, the parties retain their rights to injunctive relief wherein the courts of the Province of Ontario shall have exclusive jurisdiction with respect to any matter related to this EULA.

Warning Regarding Passwords

In order to ensure maximum security and privacy, no record is kept of the license password sent to you at the time you activate your SOFTWARE with SNI, nor is any record kept of any subsequent modifications you make to your license password.  Accordingly, if your license password is lost SNI will be unable to provide it to you or recover any materials protected using the SOFTWARE.  In the event of the loss of your license password, please contact SNI Customer Service for authorization of a complimentary replacement program for the SOFTWARE.  

You are solely responsible for maintaining the security and confidentiality of your license password. Please note that distribution of your license password could result in unauthorized access to materials protected using the SOFTWARE.