End-User License Agreement

Please read this agreement carefully before continuing with the download and installation of the Ultimate System Care and any associated software components, media, printed materials, or other related electronic documentation (collectively, the “product”). To complete your order for the product you’ve requested, you must first accept the terms and conditions of this agreement. By doing so, or otherwise installing, copying, or using the product, you agree to be bound by the terms of this agreement. This agreement represents the entire agreement concerning the product between you and ElQuench, and it supersedes any prior proposal, agreement, representation, or understanding between the parties. This agreement contains an arbitration provision.

Section 1. Intellectual Property Rights

The Product is protected by copyright and other intellectual property laws, and all intellectual property rights in and to the Product belong to ElQuench and its subsidiaries. Further, all right, title, and interest, including all intellectual property rights, in and to the content which may be accessed through use of the Product is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content. All rights not expressly granted to you are reserved by ElQuench.

The Product is only licensed to you, not sold. You may not reproduce, publish, transmit, modify, create derivative works from, publicly display, or publicly perform the Product. Copying or storing the Product other than as expressly permitted in Section 2 below is prohibited unless you obtain prior written permission from ElQuench.

Section 2. License Grant and Prohibited Uses

ElQuench hereby grants you, subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, and non-sublicensable license to use the number of copies of the Product which you have paid on the corresponding number of computers, running a validly licensed copy of the operating system for which the product was designed, for your personal use or for the internal business use of your company. You may make a single copy of the Product for archival purposes and may use such a copy only when the original copy is not in use.

You may not remove or alter any copyright notices on any copies of the Product. You may not use the Product on a computer network or allow concurrent use of the Product by more than one individual. You may not rent, lease, or otherwise transfer the Product. Unless permitted by law, you may not reverse engineer, decompile, or disassemble the Product or attempt to do so. Any supplemental code that ElQuench may provide you in connection with any support services agreed upon between the parties shall be considered part of the Product and shall be subject to the terms and conditions of this Agreement. You must comply with all applicable laws regarding the use of the Product.

Trial Version

If you have received, downloaded, and/or installed a trial version of the Product and are hereby granted an evaluation license for the Product, you may use the Product only for evaluation purposes and only during the single applicable evaluation period, unless otherwise indicated, from the date of the initial installation. Any use of the Product for other purposes or beyond the applicable evaluation period is strictly prohibited.

Section 3. Installation and Scheduled Tasks

The installation process takes a few seconds and cannot be interrupted once started. By installing this Product, you acknowledge that silent installation will be performed to streamline the installation process. The product may extract files, create and run scheduled tasks, create and run services on your computer. The scheduled tasks are enabled by default and can be disabled by you at any time from the product settings. The product services may run in the background to deliver updates, automatic services, performance monitoring, and some other long-running functionality. These services can be automatically started when the computer boots and can be paused and restarted. But the program will not function correctly when its services are paused or stopped.

Section 4. Limited Warranty

ElQuench warrants and represents to you that the Product will substantially conform to and operate in accordance with its documentation for a period of sixty (60) days from the date you accept the terms of this Agreement and complete the download of the Product (“Warranty Period”). This Limited Warranty applies only if the non-conformance is reported to ElQuench during the Warranty Period and if ElQuench is able to confirm the substantial non-conformance. It is void if the non-conformance of the Product is the result of an accident, abuse, misapplication, or inappropriate use of the Product. The exclusive remedy for breach of this warranty shall be, at ElQuench option, either (i) the repair or replacement of the Product; or (ii) a refund of the price, if any, which you paid to license the Product.

Section 5. Warranty Disclaimer

Subject to the provisions of section 4 above, the product is being licensed on an “as is” and “with all faults” basis without any express or implied warranty of any kind. The entire risk as to the quality and performance of the product is with you, and, should the product prove defective, you and not ElQuench assume the entire cost of all necessary servicing or repair. To the extent permitted by law, ElQuench disclaims all other warranties on the product, either express or implied, including but not limited to the implied warranties of merchantability, non-infringement of third party rights, and fitness for a particular purpose.

Further, ElQuench does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links, or other items contained within the product. ElQuench makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer programs. ElQuench further expressly disclaims any warranty or representation to authorized users or to any third party. The duration of any statutorily required warranty period shall be limited to the term of the limited warranty. Notwithstanding the foregoing, you may have other rights, which vary from state to state and country to country.

Beta Software

If the Product that you have received has been identified by ElQuench as “Beta” software, you may use the Product for testing purposes. The beta software is believed to contain defects and the primary purpose of this beta testing license is to obtain feedback on software performance and the identification of defects. You are advised to safeguard important data, to use caution, and not to rely in any way on the correct functioning or performance of software and/or accompanying materials. Subject to the provisions of section 4 above, the product is being licensed on an “as is” and “with all faults” basis without any express or implied warranty of any kind. The entire risk as to the quality and performance of the Product is with you, and, should the product prove defective, you and not ElQuench assume the entire cost of all necessary servicing or repair.

Section 6. Disclaimer of Consequential Damages

Under no circumstances shall ElQuench be liable for any consequential or incidental damages whatsoever arising out of the use of the product or inability to use the product, including without limitation, computer failure, work stoppage, or any other damages, even if the company has been advised of the possibility of such damages. Because some states and countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

Section 7. Limitation on Liability

ElQuench shall have no liability with respect to the content of the product or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights, or the disclosure of confidential information. ElQuench total liability shall in no event exceed the actual price paid for the product.

Section 8. Export Control

The United States controls the export of products and information. You agree to comply with such restrictions and not to export or re-export the Product to countries or persons prohibited under the export control laws. By downloading the Product, you are agreeing that you are not in a country where such export is prohibited or are a person or entity to which such export is prohibited. You are responsible for compliance with the laws of your local jurisdiction regarding the import, export, or re-export of the Product.

Section 9. Taxes

You shall be responsible for the payment of all sales, use, and similar taxes relating to the license of the Product.

Section 10. Termination

Without prejudice to any other rights, ElQuench may terminate this Agreement if you fail to comply with the terms and conditions set forth herein. In such an event, you must destroy all copies of the Product in your possession.

Section 11. Claims Resolution

Most customer concerns can be resolved through Ultimate System Care’s online support center or by contacting our customer service department at the email ID Ultimate System Care has provided you. In the event that we are unable to resolve a complaint to your satisfaction, this section explains how claims can be resolved through mediation, arbitration, or litigation. It includes an arbitration provision.

For this section, the words “you” and “Ultimate System Care” include any corporate parents, subsidiaries, affiliates, or related persons or entities. The word “claim” means any current or future claim, dispute, or controversy relating to the Product, this Agreement, and this Claims Resolution provision, except for the validity, enforceability, or scope of the Arbitration provision. The word “claim” also includes but is not limited to: (i) initial claims, counter-claims, cross-claims, and third-party claims; (ii) claims based upon contract, tort, fraud, statute, regulation, common law, and equity; (iii) claims by or against any third-party using or providing any product, service, or benefit in connection with Agreement; and (iv) claims that arise from or relate to advertisements, promotions, or oral or written statements related to the Product. You or Ultimate System Care may not sell, assign, or transfer a claim.

Sending a Claim Notice

Before beginning a lawsuit, mediation, or arbitration, you and ElQuench agree to send a written notice (a claim notice) to each party against whom a claim is asserted, in order to provide an opportunity to resolve the claim informally or through mediation. The claim notice must describe the claim and state the specific relief demanded.

Notice to Ultimate System Care must include your name, address, the name of the Product at issue, the date of download or purchase of the Product, the email address you previously provided to us if any, and the license code ElQuench provided to you if any. The notice must be sent to info@ultimatesystemcare.net. If the claim proceeds to arbitration, the amount of any relief demanded in a claim notice will not be disclosed to the arbitrator until after the arbitrator rules.

Mediation

In mediation, a neutral mediator helps parties resolve a claim. The mediator does not decide the claim but helps the parties reach an agreement.

Before beginning mediation, you or ElQuench must first send a claim notice. All mediation-related communications are confidential, inadmissible in court, and not subject to discovery. All applicable statutes of limitation will be tolled until the termination of the mediation.

Either you or ElQuench may terminate the mediation at any time. The submission or failure to submit a claim to mediation will not affect your or ElQuench rights under this Claim Resolution provision.

Arbitration

Arbitration procedures are generally simpler than the rules that apply in a court, and discovery is more limited. The arbitrator’s decisions are as enforceable as any court order and are subject to very limited review by a court. Except as set forth below, the arbitrator’s decision will be final and binding. Other rights you or ElQuench would have in court may also not be available in arbitration.

Continuation

This Claims Resolution provision will survive termination of this Agreement or your license to use the Product. If any portion of this Claims Resolution provision, except as otherwise provided in the Limitations on Arbitration provisions above, is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Claims Resolution provision.

End-user License Minimum Terms

This End User License Agreement (“EULA”) governs the use of Ultimate System Care (“Software”). References to “End User” in this EULA refer to any entity or individual which has obtained a copy of the Software from ultimatesystemcare.net.

Limited License

Subject to all of the terms and conditions of this EULA, ElQuench grants to End User a non-transferable, non-sublicensable, non-exclusive license to use the object code form of the Software for its own use, but only in accordance with the technical specification documentation generally made available with the Software and this EULA. “Software” shall also include any documentation and any support and maintenance releases of the same Software provided to the End User.

Application Software

End-user may install and use the Software, on as many computers as necessary with the limitation imposed by the total number of licensed users. End-User may make one additional copy for backup purposes.

Term of License

The license granted hereunder shall commence on the purchasing date of the Software and shall expire at the end of the period for which the license is purchased.

Restrictions

End-user shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise, reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions, and then only with prior written notice to the respective owners;); (b) distribute, sell, sublicense, rent, lease, or use the Software (or any portion thereof) for time sharing, hosting, provision of services or like purposes; (c) remove any product identification, proprietary, copyright, or other notices contained in the Software; (d) modify or create a derivative work of any part of the Software; or (e) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software. You may not permit third parties to benefit from the use or functionality of Software, except as and only to the extent explicitly permitted by the licensing terms, identified in the accompanying Third Party License Terms, governing the use of the third-party software.

Ownership

Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, ElQuench and its suppliers have and will retain all rights, title, and interest (including, without limitation, all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof.

End-User acknowledges that it is obtaining only a limited license right to the Software and that irrespective of any use of the words “purchase”, “sale”, or like terms hereunder no ownership rights are being conveyed to End User under this Agreement or otherwise. End-User acknowledges that ElQuench has a substantial interest in the Software and that, if this EULA is not directly with ElQuench, then Ultimate System Care is a third-party beneficiary to this EULA, with the understanding that rights, titles, and interest in and to certain third party software identified in the accompanying Third Party License Terms are owned by their respective owners.

If requested, End User shall certify in writing that End User is using the Software for the number of servers, with the number of copies, on the system configuration, and at the site agreed upon by the parties (as applicable). End-User agrees that no more than once annually its use of the Software may be audited by ElQuench during normal business hours upon reasonable advance written notice for the purpose of verifying End User’s compliance with this EULA.

Confidentiality

End-User acknowledges that it may obtain information relating to the Software or Ultimate System Care, including, but not limited to, any code, technology, know-how, ideas, algorithms, testing procedures, structure, interfaces, specifications, documentation, bugs, problem reports, analysis and performance information, and other technical, business, product, and data (“Confidential Information”). End-User shall not disclose Confidential Information to any third party or use Confidential Information for any purpose other than the use of the Software as licensed under the EULA.

Limitation of Damages and Remedies

In no event shall ElQuench or its licensors be liable under contract, tort, strict liability, or other legal or equitable theory for any indirect, incidental, special, or consequential damages in connection with the software. Notwithstanding anything herein to the contrary, the total liability owing to end user, including but not limited to damages or liability arising out of contract, tort, breach of warranty, infringement, or otherwise, shall not, in any event, exceed the fees paid by end-user with respect to the software. Neither ElQuench nor its licensors shall be liable for loss or inaccuracy of data, cost of procurement of substitute goods or services, system downtime, failure of security mechanisms, goodwill, profits, or other business loss, regardless of legal theory, even if such party has been advised of the possibility of such damages.

The parties agree that the limitations of this section are essential and that end-user would not be permitted to use the software absent the terms of this section. This section shall survive and apply even if any remedy specified in this EULA shall be found to have failed of its essential purpose.

This software is not fault-tolerant and is not designed or intended for use in any hazardous environment requiring fail-safe performance or operation. This software is not for use in the operation of aircraft navigation, nuclear facilities, or communication systems, weapons systems, direct or indirect life-support systems, air traffic control, or any application or installation where failure could result in death, severe physical injury, or property damage.

Termination and Survival

Upon any termination of this EULA, the End User shall immediately cease use of the Software and remove all Software from its systems. The terms set forth in the sections entitled Restrictions, Ownership, Confidentiality, Warranty Disclaimer, Limitation of Damages, and Remedies shall survive any termination of this EULA.