BotDetect CAPTCHA Subscription License Agreement (the "Agreement")

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BotDetect CAPTCHA Subscription License Agreement (the "Agreement")

Notice to User:

This is a legal document between you (the "Licensee"), either an individual or a legal entity, and Captcha, Inc (the "Vendor").

It is important that you read this document before using Vendor-provided software and accompanying sound package files, documentation, demos, and examples (the "Software"), and subsequently CAPTCHA challenges (the "Captcha Challenges") generated by the Software.

By using the Software and subsequently the Captcha Challenges, you agree to be bound by the terms of this Agreement.

Vendor provides the Software as individual implementations for different technologies, as per instance ASP, ASP.NET, PHP, Java, etc. (the "Technologies"). The Software is licensed separately for each individual Technology.

Licensee acknowledges that they are licensed to use the Software only in those Technologies for which Licensee purchased (or otherwise obtained) the License subscription (the "License Subscription"), and only during the duration of the License Subscription period (the "License Subscription Period").

If you do not agree with the terms of this Agreement, you are not licensed to use the Software and Captcha Challenges, and you must delete and/or destroy any copies of the Software and Captcha Challenges in your possession or control.

Definitions:

Captcha Image:

For the purpose of this Agreement, CAPTCHA image is the image part of a Captcha Challenge (the "Captcha Image").

Captcha Sound:

For the purpose of this Agreement, CAPTCHA sound is the sound part of a Captcha Challenge (the "Captcha Sound").

Captcha Container:

For the purpose of this Agreement, CAPTCHA container includes but is not limited to any HTML, JavaScript, CSS, or other part of a Captcha Challenge excluding Captcha Image and Captcha Sound (the "Captcha Container").

Remote Scripts:

For the purpose of this Agreement, remote scripts are scripts invoked by Captcha Container and loaded from the remote.captcha.com website (the "Remote Scripts").

Domain:

For the purpose of this Agreement, domain (the "Domain") is a single second-level domain as defined by ICANN rules dependent on domain hierarchy of a particular top-level domain where the domain belongs. Per instance:

Example 1:

yourdomain.com, www.yourdomain.com, abc.yourdomain.com, www.abc.yourdomain.com
In all the cases in this Example yourdomain.com is the Domain for the purpose of this Agreement.

Example 2:

yourdomain.co.uk, www.yourdomain.co.uk, abc.yourdomain.co.uk, www.abc.yourdomain.co.uk
In all the cases in this Example yourdomain.co.uk is the Domain for the purpose of this Agreement.

Example 3:

yourdomain.com, yourdomain.net, yourdomain.co.uk, yourdomain.us, yourdomain.com.au
All the cases in this Example are different Domains for the purpose of this Agreement.

Website (Subdomain):

For the purpose of this Agreement, website is a single website (subdomain) on a particular Domain (the "Website"). Per instance:

Example 4:

yourdomain.com, www.yourdomain.com, es.yourdomain.com, fr.yourdomain.com, investors.yourdomain.com, support.yourdomain.com, www.support.yourdomain.com, blogs.yourdomain.com, mario.blogs.yourdomain.com, and etc.yourdomain.com
For the purpose of this Agreement all the cases in this Example are different Websites on the same yourdomain.com Domain.

Example 5:

yourdomain.co.uk, www.yourdomain.co.uk, es.yourdomain.co.uk, fr.yourdomain.co.uk, investors.yourdomain.co.uk, support.yourdomain.co.uk, www.support.yourdomain.co.uk, blogs.yourdomain.co.uk, mario.blogs.yourdomain.co.uk, and etc.yourdomain.co.uk
For the purpose of this Agreement all the cases in this Example are different Websites on the same yourdomain.co.uk Domain.

UPC:

For the purpose of this Agreement, Unique Page Content (the "UPC") is defined as a web page whose content is unique within the scope of that particular website.

UPC URL:

For the purpose of this Agreement, UPC URL (the "UPC URL") is defined as the Uniform Resource Locator of UPC stripped of "?" and whatever parameters might be following it as well as of any formally non-parameter parts used as parameters for the sole purpose of carrying information necessary for session identification.

Server:

For the purpose of this Agreement, server (the "Server") is defined as a physical computing device, not as a virtual machine running on top of any virtualization software. A physical server running multiple virtual server machines is considered a single Server.

Active License Subscription:

For the purpose of this Agreement, a License Subscription is considered to be an active License Subscription ("Active License Subscription") in a particular moment if at that particular moment it is fully paid for the duration of the License Subscription Period containing that particular moment.

Major Version

For the purpose of this Agreement, major versions of the Software (the "Major Versions") are BotDetect versions 3, 4, and whatever other Major Versions that might be released in the future.

Minor Version

For the purpose of this Agreement, minor versions of the Software (the "Minor Versions") are subsequent minor releases following the Major Version and marked like 3.X.X, 4.X.X, etc.

Active Version

For the purpose of this Agreement, the active version of the Software (the "Active Version") is the latest released Major Version.

End of Support Date

For the purpose of this Agreement, the end of support date of a particular Major Version (the "End of Support Date") is the date, publicly stated by the Vendor, until that particular Major Version is going to be supported.

Inactive Versions

For the purpose of this Agreement, inactive versions ("Inactive Versions") are all Major Versions released before the Active Version that still didn't reach their End of Support Date.

Inactive Versions are not in the active development, and will not get any new features, but still might get occasional Minor Version upgrades containing bug and security fixes only.

1. Grant of License:

Vendor grants to Licensee a worldwide, non-exclusive, non-transferable license (the "License") to download, install and use the Software under the terms and conditions specifically set out in this Agreement.

Vendor grants to Licensee a worldwide, non-exclusive, non-transferable license (the "Captcha Challenges License") to use Captcha Challenges generated on-the-fly by the Software under the terms and conditions specifically set out in this Agreement.


If Licensee uses the free evaluation version of the Software (the "Free Version") on evaluation basis prior the purchase of the License Subscription, then the following applies:

FREE LICENSE

A free evaluation license (the "Free License") is granted to Licensee to use the Free Version on any number of Servers and on any number of Domains for an unlimited length of time under the following terms and conditions:

free-a: -- No Watermark Tampering

The Free Version contains a BotDetect watermark (the "Watermark") in a certain percentage of Captcha Images. Licensee must not remove or prevent the Watermark from appearing in those Captcha Images in any way.

free-b: -- No Sound Demo Tampering

The Free Version replaces a certain percentage of Captcha Sounds with a "sound demo" (the "Sound Demo") sound notification. Licensee must not remove or prevent Sound Demo from appearing in those Captcha Sounds in any way.

Vendor explicitly allows Licensee to completely turn off the sound functionality of the Software to avoid the Sound Demo limitation of the Free Version.

free-c: -- No Captcha Challenges Filtering

Licensee must not filter-out Captcha Challenges containing the Watermark or Sound Demo.

free-d: -- No Promotional Link Tampering

The Free Version contains a promotional link embedded into the Captcha Container (the "Promotional Link") pointing to any CAPTCHA-related website of Vendor's choice. Licensee must not interfere with the Promotional Link in any way including but not limited to the following:

free-d-1:

by removing the Promotional Link from the Captcha Container altogether, or

free-d-2:

by altering the Promotional Link to point to a different website or URL, or

free-d-3:

by making the Promotional Link SEO-unfriendly by adding the "rel=nofollow" HTML attribute or any similar disavowal method, or

free-d-4:

by modifying the Captcha Container or Promotional Link content to interfere with the appearance and functionality of the Promotional Link, such as making the Promotional Link invisible or un-clickable through the use of CSS, JavaScript, Flash or any other technology.

free-e: -- No Remote Scripts Tampering

The Free Version contains invocations of Remote Scripts. Licensee must not interfere with the loading and/or execution of the Remote Scripts in any way including but not limited to the following:

free-e-1:

by removing Remote Scripts from the Captcha Container altogether, modifying the Captcha Container to prevent the loading and execution of Remote Scripts, modifying the whole page the Captcha Container is placed on to prevent or subvert the execution of Remote Scripts, or

free-e-2:

by changing or deleting any variables or state created by Remote Scripts loading and execution, or altering the workflow of Remote Scripts execution, or

free-e-3:

by disrupting the communication between Remote Scripts and the remote.captcha.com website by modifying Remote Scripts URLs, selectively aborting HTTP requests with remote.captcha.com destinations, discarding Remote Scripts content loaded from the remote.captcha.com server, or

free-e-4:

by tampering with the communication between Remote Scripts and the remote.captcha.com website by altering Remote Scripts content loaded from the remote.captcha.com server, altering querystring parameters or other properties of HTTP requests initiated by Remote Scripts, etc.

free-f: -- No Captcha Container Tampering

Licensee must not alter, remove or tamper with the Captcha Container outside options provided by the published Software API.

free-g: -- URL Limitation

Licensee must not use the Free Version for use of Captcha Challenges on more than 1000 UPC URLs per Domain. Since the Free Version does not provide any mechanism for enforcing this limitation, it is Licensee's responsibility to ensure it's own compliance.


If Licensee uses the Software following the purchase of a Website License Subscription (the "Website License"), then the following applies:

WEBSITE LICENSE

Website License is granted to Licensee to use the enterprise version of the Software (the "Enterprise Version") on a single Website while having an Active License Subscription under the following terms and conditions:

website-a: -- Website Ownership

The Website on which the Software is used is owned by Licensee.


If Licensee uses the Software following the purchase of a Domain License Subscription (the "Domain License"), then the following applies:

DOMAIN LICENSE

Domain License is granted to Licensee to use the Enterprise Version on a single Domain while having an Active License Subscription under the following terms and conditions:

domain-a: -- Domain Ownership

The Domain on which the Software is used is owned by Licensee.

domain-b: -- Website Non-ownership

The Software is not used on those Websites, on the Domain, that are not owned by Licensee.


If Licensee uses the Software following the purchase of an Enterprise License Subscription (the "Enterprise License"), then the following applies:

ENTERPRISE LICENSE

Enterprise License is granted to Licensee to use the Enterprise Version on multiple Domains while having an Active License Subscription under the following terms and conditions:

enterprise-a: -- Domain Ownership

All of the Domains on which the Software is used are owned by Licensee.

enterprise-b: -- Website Non-ownership

The Software is not used on those Websites, of those Domains, that are not owned by Licensee.


If Licensee uses the Software following the purchase of any of the Licence Subscriptions that include the Software source code (the "Source Code"), then the following applies:

SOURCE CODE LICENSE

Source Code License is granted to Licensee to make modifications, enhancements, derivative works and/or extensions of the Source Code (the "Derivative Works") while having an Active License Subscription under the following terms and conditions:

source-a:

While Vendor does not claim any ownership rights in applications, frameworks or components developed using the Software, in the event that Licensee develops any Derivative Works, either independently or jointly with Vendor, such Derivative Works and all rights associated with it will be the exclusive property of Vendor.

Licensee agrees not to grant, either expressly or impliedly, any rights, title, interest, or licenses to any such Derivative Works to any third party.

Licensee hereby assigns all rights, title and interest in and to such Derivative Works to Vendor.

Licensee agrees to execute, acknowledge and deliver to Vendor all documents and do all things Vendor deems necessary or desirable, at no cost to Licensee but at Vendor expense, to enable Vendor to obtain and secure such Derivative Works anywhere in the world.

Licensee agrees to secure all necessary rights and obligations from relevant employees or third parties in order to satisfy the above obligations.

Licensee agrees not to take any action, or assist or otherwise aid anyone else in taking any action, that would limit Vendor's independent development, sale, assignment, licensing or use of the Software or any Derivative Works.

source-b:

Vendor explicitly grants to Licensee a nonexclusive, non-transferable right for the use of Derivative Works instead of Enterprise Version under the terms set forth in the Enterprise License portion of this agreement.

source-c:

Licensee acknowledges that under no circumstances may the Source Code be used in whole or in part, as the basis for creating a product that provides the same, or substantially the same, functionality as any Vendor's product.

source-d:

Licensee agrees not to modify or delete, in whole or part, any copyright, trade secret, proprietary, confidential or other notice without the express, prior written consent of Vendor.

source-e:

Licensee acknowledges that the Source Code as well as any Derivative Works includes valuable trade secrets of Vendor.

Licensee agrees to maintain in confidence the Source Code (in source code form), and any Derivative Works, by using at least the same physical and other security measures as Licensee use for Licensee's own confidential technical information and documentation, but in no event less than a commercially reasonable standard of care.

Licensee acknowledges that under no circumstances may any portion of the Source Code be disclosed or otherwise made available to any third party without the express, prior written consent of Vendor.

Licensee agrees not to disclose the Source Code (in source code form), or any aspect of it, or any Derivative Works, or any aspect of them, to anyone other than employees or contractors who have a need to know or obtain access to such information in order to support Licensee's authorized use of the Software and who are bound to protect such information against any unlicensed use or disclosure.

Licensee agrees to assume full responsibility for such employees' or contractors' use, or misuse, of such disclosed Source Code as if it was Licensee's use.

These obligations shall not apply to any information generally available to the public, independently developed or obtained without reliance on Vendor information, or approved in writing for release by Vendor without restriction.


If Licensee uses the Software following the purchase of a Blueprint License Subscription (the "Blueprint License"), then the following applies:

BLUEPRINT LICENSE

Blueprint License is granted to Licensee to use the Software while having an Active License Subscription under the following terms and conditions:

blueprint-a: -- Enterprise License Grant

Enterprise License is granted to Licensee to use the Enterprise Version under the terms and conditions set forth in the Enterprise License portion of this Agreement.

blueprint-b: -- Source Code License Grant

The Source Code License is granted to Licensee to use the Source Code and Derivative Works under the terms and conditions set forth in the Source Code License portion of this Agreement.


If Licensee uses the Software following the purchase of any of the Licence Subscriptions that include Shared-Hosting License Subscription (the "Shared-Hosting License"), then the following applies:

SHARED-HOSTING LICENSE

Shared-Hosting License is granted to Licensee to install the Enterprise Version on a licensed number of Servers while having an Active License Subscription under the following terms and conditions:

hosting-a:

License covers the use of Enterprise Version by shared-hosting customers of the Licensee who do not have 'read' permission to the file system location containing the Enterprise Version.

Licensee acknowledges that giving 'read' permissions to the file system location containing Enterprise Version to customers of the Licensee is expressly prohibited.

hosting-b:

Licensee acknowledges that their shared-hosting service customers must use Free Version for development purposes.

hosting-c:

If ever asked by Vendor, Licensee has an obligation to give Vendor temporary access to a single account (of the exactly same kind given to Licensee's shared-hosting customers) on one of Licensee's Servers with the Enterprise Version installed. This account will be occasionally used by Vendor for testing and support purposes only.


If Licensee uses the Software following the purchase of a Developer License Subscription (the "Developer License"), then the following applies:

DEVELOPER LICENSE

Developer License is granted to Licensee to use the Software while having an Active License Subscription under the following terms and conditions:

developer-a: -- Blueprint License Grant

Blueprint License is granted to Licensee to use the Enterprise Version, Source Code, and Derivative Works under the terms and conditions set forth in the Blueprint License portion of this Agreement.

developer-b: -- Enterprise Version Distribution Rights Grant

Vendor explicitly grants to Licensee a non-exclusive, non-transferable, royalty-free right to to unpack, reproduce and distribute the Enterprise Version bundled within the Licensee's product under the following terms and conditions:

developer-b-1:

no files other than examples are removed,

developer-b-2:

no files other than configuration files are modified,

developer-b-3:

the distribution is only in conjunction with, and as a part of, Licensee's product which adds significant and primary functionality,

developer-b-4:

Vendor's name, logo or trademarks are not used to market a Licensee's product,

developer-b-5:

a valid copyright notice is included in a Licensee's product.

developer-c: -- Shared-Hosting License Grant

Shared-Hosting License is granted to Licensee to use the Enterprise Version on an unlimited number of servers under the terms and conditions set forth in the Shared-Hosting License portion of this Agreement.


If Licensee uses the Software following the purchase of an OEM License Subscription (the "OEM License"), then the following applies:

OEM LICENSE

OEM License is granted to Licensee to use the Software while having an Active License Subscription under the following terms and conditions:

oem-a: -- Developer License Grant

Developer License is granted to Licensee to use the Enterprise Version, Source Code, and Derivative Works under the terms and conditions set forth in the Developer License portion of this Agreement.

oem-b: -- Enterprise Version and Derivative Works Distribution Rights Grant

Vendor explicitly grants to Licensee a non-exclusive, non-transferable, royalty-free right to to unpack, reproduce and distribute the Enterprise Version or Derivative Works bundled within the Licensee's product under the following terms and conditions:

oem-b-1:

the distribution is only in conjunction with, and as a part of, Licensee's product which adds significant and primary functionality,

oem-b-2:

Vendor's name, logo or trademarks are not used to market a Licensee's product,

oem-b-3:

a valid copyright notice is included in a Licensee's product.

oem-c: -- Derivative Works Shared-Hosting Rights Grant

Vendor explicitly grants to Licensee a right to use Derivative Works instead of Enterprise Version on an unlimited number of servers under the terms and conditions set forth in the Shared-Hosting License portion of this Agreement.

2. Term and Termination:

The License granted under this Agreement terminates (without prior notice) when Licensee fails to comply with this Agreement, or when purchased License Subscription expires.

The Captcha Challenges License granted under this Agreement terminates (without prior notice) when Licensee fails to comply with this Agreement, or when purchased License Subscription expires.

Upon such termination the Licensee must delete and/or destroy all copies of the Software and Captcha Challenges in Licensee's possession or control.

3. Free Version Distribution Rights:

Vendor explicitly grants to Licensee a non-exclusive, non-transferable, royalty-free right to unpack, reproduce and distribute the Free Version bundled with the Licensee's product for an unlimited length of time under the following terms and conditions:

3-a:

no files other than examples are removed,

3-b:

no files other than configuration files are modified,

3-c:

the Free Version is being distributed in a separate folder,

3-d:

the licensees of a Licensee's product must be presented with and accept this License,

3-e:

the distribution is only in conjunction with, and as a part of, Licensee's product which adds significant and primary functionality,

3-f:

Vendor's name, logo or trademarks are not used to market a Licensee's product,

3-g:

a valid copyright notice is included in a Licensee's product.

4. Enterprise Version Distribution Rights:

The Licensee acknowledges that, except as otherwise expressly provided, the distribution of the Enterprise Version is prohibited in any form and by any means.

5. Source Code Distribution Rights:

The Licensee acknowledges that the distribution of the Source Code is prohibited in any form and by any means.

6. Derivative Works Distribution Rights:

The Licensee acknowledges that, except as otherwise expressly provided, the distribution of the Derivative Works is prohibited in any form and by any means.

7. Remote Scripts:

7-a:

License acknowledges that both Free Version and Enterprise Version contain invocations of Remote Scripts.

7-b:

Vendor explicitly allows Licensee with an Active License Subscription to completely turn off Remote Scripts in Enterprise Version and Derivative Works.

7-c:

Licensee acknowledges that Remote Scripts may be empty or carry an executable payload (the "Executable Payload").

7-d:

Licensee acknowledges that Executable Payload may include, but is not limited to: harvesting of additional statistics, or providing additional security, or monetizing the Software through computationally intensive mathematical calculations, or monetizing the Software by displaying advertisements, all either for the Vendor directly, or through the Vendor for Vendor-affiliated third parties (the "Affiliates").

7-e:

Licensee acknowledges that all rewards or fees that are directly or indirectly related with or generated through the execution of the Executable Payload on the computing clients belonging to Licensee and the Licensee's visitors and users and collected by the Vendor or Affiliates (the "Revenues") are the sole property of the Vendor and Affiliates.

7-f:

Licensee acknowledges that Revenues are collected as compensation for the Licensee's use of the Software and as such will not be shared with the Licensee or Licensee's visitors and users.

7-g:

Licensee acknowledges that the collection of Revenues by the Vendor and Affiliates is not limited by either the duration of collection or the amount collected.

8. High-Value Targets:

8-a:

The Licensee acknowledges that the regular price of a License (the "Regular Price") for the common version of the Software (the "Common Version") does not cover even a tiny fraction of the cost of permanently protecting a high-value target (the "High-Value Target") from persistent targeted attacks (the "Persistent Targeted Attacks") by attackers attempting to obtain access to resources protected by the Software (the "Resources").

8-b:

Licensee acknowledges that the Common Version is not intended or suited for protection of High-Value Target Resources.

8-c:

Licensee acknowledges that the use of the Common Version to protect High-Value Target Resources exposes the Common Version to potential and occasional, but in the long-term inevitable, partial breaches and in turn jeopardizes the protection of all other users of the Software and exposes them all to undue burden and costs of re-configuring or upgrading or replacing the Software.

8-d:

Licensee agrees that if a particular Licensee's Resource ever happens to be under Persistent Targeted Attacks, Licensee will promptly inform the Vendor of such circumstances, and do either:

8-d-1:

stop using the Common Version to protect that particular Resource and replace it with some alternative solution, or

8-d-2:

contract the Vendor to develop and maintain a custom version of the Software (the "Custom Version") for Licensee,

8-d-3:

upgrade the License (depending of the use case) to either Blueprint License (to get the access to the source code), or to OEM License (to get the right to distribute the Derivative Works) and produce Licensee's own Custom Version by utilising Licensee's own developers or contractors in which case Vendor agrees to provide to Licensee all the documentation necessary for development of such Custom Version.

8-e:

Licensee acknowledges that Custom Version differs from Common Version by utilizing different Captcha Image and Captcha Sound styles, that are unique for that particular High-Value Target, whose inevitable occasional partial breaches under Persistent Targeted Attack will not jeopardize the users of the Common Version.

9. Competing Prohibitions:

Licensee acknowledge that Vendor expressly prohibits the distribution of the Enterprise Version or Derivative Works with any product, or the use of the Enterprise Version or Derivative Works in any service, directly or indirectly competing with the Software, or shrinking the total addressable market for the Software.

The examples of products and services with such prohibited uses include but are not limited to the following: captcha, out-of-the-box web forms (contact, guestbook, login, registration, etc), web form builders, content management systems and their plugins, desktop or online website builders, web application firewalls, etc.

10. License Revocation:

Licensee acknowledges that this article exists primarily, but not exclusively, to allow Vendor to deal with situations that may arise from "High-Value Targets" and "Competing Prohibitions" articles in order to allow Vendor to protect itself and/or all other users of the Software from consequences that may arise out of any such situation.

Licensee is warned and hereby acknowledges being warned that the Vendor reserves all the rights to revoke a previously granted License (the "License Revocation") at any moment, for whatever reason, or without any reason, and without any obligation to give any explanation; even without any failure of Licensee to comply with this License.

Following License Revocation:

10-a:

Licensee is entitled to a grace period of 90 days from the moment of the license revocation notice (the "License Revocation Notice"), intended to ease the Licensee's burden to comply with License Revocation.

10-b:

Licensee is entitled to a full refund of the first year License Subscription payment, up to the Regular Price at the time of the payment.

10-c:

Licensee is not entitled to a refund, and the Vendor will not refund, any Revenues collected by the Vendor or Affiliates.

10-d:

Licensee bears all the Licensee's costs directly or indirectly related or caused by License Revocation.

11. Other Restrictions on Use of the Software:

Licensee acknowledges that the Software represents and embodies valuable trade secrets of Vendor and/or its suppliers, affiliates and licensors.

Except in accordance with the terms of this Agreement, Licensee agrees:

11-a:

Not to decompile, disassemble, reverse engineer or otherwise attempt to derive the Software's source code from object and/or obfuscated code except to the extent expressly permitted by applicable law or treaty despite this limitation.

11-b:

Not to use, copy, modify, or merge copies of the Software, or any part of the Software, except as explicitly permitted in the License.

11-c:

Not to sell, rent, lease, license, sublicense, display, timeshare, assign, delegate, outsource or otherwise transfer the Software to any third party.

11-d:

Not to disclose to any third party the results of any performance / benchmark tests run on the Software without the prior written consent of Vendor.

12. Applicability:

Licensee acknowledges that the Software is not intended for use in, including but not limited to, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines or other equipment, systems and facilities in which the failure of the Software could lead to death, personal injury, or severe physical or environmental damage.

13. Third Party Software:

Licensee acknowledges that the Software may be dependent on, and distributed together with software made by various third parties. In order to use the Software Licensee must accept and comply with those third parties' software licenses. Copies of third parties' licenses (if any) are provided in separate documents in accordance with those licenses.

14. Ownership of the Software and Copyrights:

The ownership of all copies of the Software remains with Vendor and/or its suppliers, affiliates and licensors. The Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. Licensee may not remove any copyright notices or licenses from the Software. Except as otherwise expressly provided, Vendor grants no express or implied right under Vendor and/or its suppliers, affiliates and licensors patents, copyrights, trademarks, or other intellectual property rights.

15. Contributions:

Licensee hereby grants to Vendor an irrevocable, worldwide, exclusive, royalty-free license under all intellectual property rights (including copyright) to use, copy, distribute, sublicense, display, perform and prepare derivative works based upon any contribution including oral or written feedback, ideas, materials, fixes, error corrections, enhancements, suggestions and the like that the Licensee provides to Vendor.

16. Copyright, Ownership, and Restrictions on Use of Captcha Challenges:

16-a:

The ownership of all copies of the Captcha Challenges remains with Vendor and/or its suppliers, affiliates and licensors. The Captcha Challenges are copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. The Licensee may not remove any copyright notices or licenses from the Captcha Challenges. Except as otherwise expressly provided, Vendor grants no express or implied right under Vendor and/or its suppliers, affiliates and licensors patents, copyrights, trademarks, or other intellectual property rights.

16-b:

Licensee cedes to Vendor all intellectual property rights (including copyright) that Licensee as a user of the Software (the "User") and as a computer running the Software (the "Computer") might have under certain legal interpretations of intellectual property laws over Captcha Challenges.

16-c:

Licensee as the User and as the Computer waives the right to sue Vendor in order to challenge Vendor's intellectual property rights (including copyright) over the Captcha Challenges.

16-d:

Licensee as the User and as the Computer waives the right to invoke any argument challenging Vendor's intellectual property rights (including copyright) over the Captcha Challenges in any future legal proceeding that may arise in between Licensee and Vendor.

16-e:

Licensee is explicitly forbidden to save Captcha Challenges to any permanent or temporary storage medium including but not limited to databases, with the only exception of this rule being temporary storing of up to last 1000 Captcha Challenges generated that can be used for debugging purposes only and must be deleted immediately following the end of the debugging process.

17. Upgrades; Compatibility:

Release of future versions (the "Upgrades") of the Software (if any) is at Vendor's sole discretion. Vendor provides no assurance that it will ever produce or make generally available any Upgrades of the Software.

The software is subject to change at any time at Vendor's sole discretion.

Vendor provides no assurance that any future Upgrades are going to be backward compatible with this version of the Software, or that there is going to be any prior notice regarding such incompatibility.

Vendor provides no assurance that any future Upgrades are going to contain the exact functionality set of this version of the Software, or that there is going to be any prior notice regarding such removal of functionality.

18. Cost of Upgrades and Inactive Versions:

If Vendor ever release any Upgrade within licensed Technologies, Licensee is entitled to use it instead of this version at no additional charge provided that Licensee accepts the license that will govern the use of the Upgrade, and that Licensee has an Active License Subscription.

Licensee is entitled to use any Inactive Version within licensed Technologies at no additional charge provided that Licensee has an Active License Subscription.

19. License Changes:

Vendor retains all rights to change the License in the Upgrades of the Software.

Licensee acknowledges and agrees that it is Licensee's responsibility to monitor for those changes and ensure its compliance with the newer versions of the License.

20. Technical Support:

20-a:

Technical support is not included in Free License. Responding to technical support requests is at Vendor's sole discretion. Even if Vendor decides to provide technical support in a particular case, that shall not mean that any subsequent technical support request is going to be honoured by Vendor.

20-b:

For the Licensee with an Active License Subscription the non-phone technical support for Licensee's employees and contractors is included in the price of License Subscription.

License acknowledges and agrees that such technical support is restricted on the latest Minor Versions of all Active and Inactive Major Versions.

21. Vendor's Marketing:

Licensee acknowledges and agrees that Vendor, in its sole discretion, may use Licensee's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features in presentations, marketing materials, customer lists, financial reports, and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Software.

22. Audits:

22-a:

During the term of License Subscription and for 24 months after, Licensee will maintain electronic and other records sufficient for Vendor to confirm that Licensee has complied with License.

22-b:

Licensee will promptly (in no more than 90 days) and accurately complete and return any self-audit questionnaires, along with a certification by an authorized representative of Licensee confirming that Licensee's responses to the questionnaire accurately and fully reflect Licensee's usage of the Software and the Captcha Challenges.

23. Noncompliance:

If Licensee is not in compliance with the License, Licensee agrees to acquire and immediately pay an upgrade of the License Subscription at Vendor's then-current list price to bring Licensee back into compliance.

24. Disclaimer of Warranties:

The Software may contain errors that could cause failures or loss of data, be incomplete or contain inaccuracies.

THE LICENSEE EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT LICENSEE'S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VENDOR AND ITS SUPPLIERS, AFFILIATES AND LICENSORS (COLLECTIVELY REFERRED TO AS "VENDOR" FOR THE PURPOSES OF "Disclaimer of Warranties" AND "Limitation of Liability" ARTICLES) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

VENDOR DOES NOT WARRANT AGAINST INTERFERENCE WITH LICENSEE'S ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VENDOR OR A VENDOR-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

SHOULD THE SOFTWARE PROVE DEFECTIVE, THE LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

25. Limitation of Liability:

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL VENDOR BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO LICENSEE'S USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF VENDOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

In no event shall Vendor's total liability to Licensee for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

26. Indemnification:

Licensee agrees to defend, indemnify and hold harmless Vendor, where applicable, against and in respect of any claim, suit, loss, damages, obligations, penalty, deficiency or liability (including, without limitation, attorneys' fees) imposed upon, incurred by, or asserted against Vendor, where applicable, that result from or are alleged to result from:

26-a:

Any failure on Licensee's part to read, understand and comply with this Agreement, or

26-b:

Any acts, misrepresentations or omissions of Licensee in connection to this Agreement, or

26-c:

Any warranty, condition, representation or indemnity granted by Licensee to a third party for the Software or Captcha Challenges covered by this Agreement.

27. Export Law Assurances:

Licensee may not use, download or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported:

27-a:

into (or to a national or resident of) any U.S. embargoed countries or

27-b:

to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List.

By downloading and/or use of the Software, Licensee represents and warrants that it is not located in, under control of, or a national or resident of any such country or on any such list.

28. U.S. Government End Users:

U.S. GOVERNMENT RESTRICTED RIGHTS: The Software is provided with restricted rights. Use, duplication, or disclosure by the government is subject to restrictions set forth in sub-paragraph (c)(1)(ii) of the Rights in Technical Data and computer Software clause at DFARS 252.277-7013, and paragraph (c)(1) and (2) of the commercial Computer Software - Restricted Rights clause at FAR 52,277-19.

The Software is a "commercial item" as that term is defined at 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212. consistent with 48 C.F.R. 12.212 and C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government End Users acquire the Software with only those rights set forth herein.

29. Controlling Law and Severability:

29-a:

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, as applied to agreements entered into and to be performed entirely within Delaware between Delaware residents.

29-b:

If for any reason the Delaware court find itself incompetent, this Agreement will be governed by and construed in accordance with the laws of the St. Vincent & Grenadines, as applied to agreements entered into and to be performed entirely within St. Vincent and Grenadines between St. Vincent and Grenadines residents.

29-c:

Nothing in this article shall limit the right of Vendor to take proceedings against Licensee in any court of competent jurisdiction where deemed necessary by Vendor to:

29-c-1:

protect its intellectual property rights, and/or

29-c-2:

protect its confidential information, and/or

29-c-3:

recover overdue payments.

29-d:

The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, shall not govern this Agreement.

29-e:

If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall continue in full force and effect. The remainder of this Agreement shall be construed as if such invalid, illegal, or unenforceable provision, or portion thereof, had not been contained therein.


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