PortNexus End User License Agreement

Copyright © 2005-2024 by PortNexus Inc. All rights reserved.

PLEASE READ THIS AGREEMENT CAREFULLY--YOUR USE OF THIS SOFTWARE IS CONDITIONED ON AND SUBJECT TO THE FOLLOWING:

This is a legal agreement ("Agreement") between you ("Licensee" or "you") and PortNexus Inc. ("PortNexus") for use of the PortNexus software ("Software"). By using the Software you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement you are not authorized to use the Software.

1. GRANT OF SOFTWARE LICENSE

PortNexus is granting Licensee a limited non-exclusive and non-transferable right to:

• (a) Use the Software to access, display, and use PortNexus' Products Data ("Data") and the service of accessing PortNexus Products online ("Services").
• (b) Use the Software for Licensee’s own non-commercial purposes.
• (c) Use the Software on any electronic device that allows functioning of the product(s) owned by the Licensee or a user authorized by the licensee.
• (d) Copy the Software without modification for backup or archival purposes.
• (e) Licenses are based upon the licensee’s individual identification information. A licensee is not permitted to create and use multiple input methods under a single license. Each device operating the software must have its own license.

2. RESTRICTIONS

Licensee does not have a right to:

• (a) Reverse engineer, reverse compile or otherwise seek to derive source code from the Software.
• (b) Modify, translate, or create derivative works of the Software.
• (c) Sublicense, lease, rent, loan or give a copy of the Software to any third party.
• (d) Compile and/or re-distribute the digital images, text, graphic elements or other Data displayed by or contained in the Software or Services, historical or current.
• (e) Remove any proprietary notices or labels on the Software.
• (f) Copy the Software or documentation other than as expressly allowed by this Agreement.
• (g) Keep any copies of the Software or any Data after termination of this Agreement.
• (h) Allow or cause any other person or entity to do any of the above.

3. OWNERSHIP

Title, ownership, and intellectual property rights of the Data, the Software, and the Services will remain in PortNexus and/or its licensors. The Data, Software, and Services are protected by various copyright laws and treaties. Ownership and related rights in the Data and Services are the property of the applicable content owner(s) and may be protected by applicable law. This License gives you no rights to such content.

4. TERM

This License is effective upon Licensee’s first installation and/or use of the Software and shall continue on a monthly basis until terminated. Licensee may terminate this Agreement at any time by canceling service with PortNexus. PortNexus may terminate this Agreement upon breach by Licensee of any terms hereof. Upon such termination by PortNexus, Licensee agrees to promptly uninstall the Software from all devices and computers.

5. EXPORT CONTROLS

The Software and any underlying technology may not be exported outside the United States (using the term in its broadest sense) in a manner that is prohibited by applicable export laws and regulations. By downloading or using the Software outside the United States (using the term in its broadest sense), you assume responsibility for compliance with these laws and regulations.

6. WARRANTY

THE SOFTWARE IS PROVIDED "AS IS" AND WITH NO WARRANTY WHATSOEVER. PortNexus EXPRESSLY DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND FURTHER DISCLAIMS ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. In particular, but without limitation, PortNexus does not warrant that operation of the Software will be uninterrupted or error-free, or that the functions or content included in the Software or the Services will meet your requirements. PortNexus does not warrant that files or Data sent to you will be transmitted in uncorrupted form or within a reasonable period of time. PortNexus does not warrant the accuracy of the Data and bears no liability for missing or unavailable Data. You bear the entire risk as to the use, quality, and performance of the Software and the Services. This warranty gives you specific legal rights, and you may also have other rights that vary from state to state. Some jurisdictions do not allow the exclusion or limitation of implied warranties, so the above exclusions or limitations may not apply to you.

7. TERMINATION AND MODIFICATION

Licensee’s right to use the Software will terminate immediately if you violate any of the terms of this Agreement. In addition, PortNexus reserves the right to modify, suspend, or terminate the Software or the Services at any time with notice and without liability. On termination of this license, you must return to us or destroy all copies of the Software in your possession or control.

8. AMENDMENT

PortNexus may, in its sole discretion, change or amend this Agreement at any time. Notice of such changes will be posted on the PortNexus website(s). Your continued use of the Software and Services following notice of such changes will be deemed to be your acceptance of any such modification. If you do not agree to any such changes, you must immediately stop using the Software and the Services.

9. AUTOMATIC UPDATES

PortNexus may, from time to time, automatically update or change the Software functionality and/or content. Your continued use of the Software and Services following such update will be deemed to be your acceptance of any such update. If you do not agree to any such update, you must immediately stop using the Software and Services.

10. LIMITATION OF LIABILITY

PortNexus IS NOT LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, NOR FOR DAMAGES (INCLUDING LOST PROFITS, LOSS OF GOODWILL OR DATA, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES) WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF LICENSEE HAS WARNED OR BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. PortNexus's TOTAL LIABILITY FOR ANY COMBINATION OF CLAIMS WILL NOT EXCEED THE AMOUNT THAT PortNexus WAS PAID FOR LICENSEE'S USE OR $100, WHICHEVER IS LOWER. This limitation of liability does not apply to liability for death or personal injury to the extent (but only to the extent) that applicable law prohibits such limitation. In addition, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so this limitation and exclusion may not apply to you.

11. NO WAIVER

The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

12. MISCELLANEOUS

Licensee acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms. Licensee may not assign or sublicense this Agreement in whole or in part without the prior written consent of PortNexus. This Agreement will be construed and interpreted under the laws of the State of Florida, excluding (i) any conflict of laws rules and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The parties hereby agree that the exclusive venue for any dispute under this Agreement will be the state and federal courts located in Miami Dade or Broward county, Florida, and each party hereby consents to personal jurisdiction in such courts and waives any objections to such venue. If any provision of this Agreement or portion thereof is found to be unenforceable, such provision will be enforced to the maximum extent possible, and the remainder of this Agreement will continue in full force and effect. This agreement is the entire agreement between Licensee and PortNexus with respect to the Software and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding the subject matter hereof and may only be modified