LAD: LateralAccessDevice

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LateralAccessDevice Software/Firmware License and Licensing Terms

NON-EXCLUSIVE LICENSE. IPCopper, Inc. (“IPCopper”) agrees to grant User a non-exclusive, nontransferable license (“License”) to use the LateralAccessDevice or Lateral Firewall software/firmware application module (“Application(s)”) on one hardware device not supplied and/or manufactured by IPCopper for the duration of time allowed at the time of acquisition, purchase or renewal of the License unless terminated earlier by IPCopper, subject to the terms and conditions (“Licensing Terms”) below, which are fully incorporated herein by reference. IPCopper further reserves the right to terminate this License if the terms of this License, the Licensing Terms, the LPN Membership Agreement or any part of any agreement between User and IPCopper are violated.

RESTRICTIONS. This License allows User the use of one copy of the Application(s) on a single hardware device (such as a computer) at a time. The Application(s) may not be changed or modified without the express written permission of IPCopper. User may not copy, reverse engineer, decompile, disassemble or create derivative works of the Application(s) or any part thereof, or aid others in doing so.

GENERAL. License and Application(s) are provided on an AS-IS and WHERE-IS basis with no warranties, express or implied and no claim of suitability for any purpose. The Addendum of General Terms available at http://www.lateralaccessdevice.com/terms_addendum.htm and the LPN Membership Agreement available at http://www.lateralaccessdevice.com/terms_member.htm are incorporated in full herein by reference. IPCopper reserves the right to change, modify and add to this License and these Licensing Terms at any time without notice, for any reason or no reason at all.

Before downloading the Application(s) User must first agree to the LPN Membership Agreement. By downloading or using the Application(s) and/or the installation modules for the Application(s) User expressly understands and agrees to be bound by this License and Licensing Terms, the LPN Membership Agreement and the Addendum of General Terms.

DEFINITIONS.

“Application(s)” refers to the LateralAccessDevice and LateralFirewall computer program(s), application module(s), software or firmware and any other computer program(s), application module(s), software or firmware that IPCopper may provide to User.

“Information” refers to information on IPCopper’s websites, affiliated websites or websites related to IPCopper’s products and services or in any publications, whether published by IPCopper or a third party.

“IPCopper” refers to IPCopper, Inc., the licensor of the Application(s) and provider of Services. In these Licensing Terms “we,” “us” and “our” also refer to IPCopper.

“License” refers to a limited non-transferable software/firmware license granted by IPCopper to User to download, install and use the Application(s) (see text of License above). The License allows User to download, install and use one copy of the Application(s) on a single hardware device (such as a computer). The download, installation and use of multiple copies of the Application(s) require multiple Licenses, one for each instance of the Application(s).

“Licensing Period” refers to the length of time for which the License is granted to User. The Licensing Period shall run concurrently with User’s LPN Membership and shall terminate upon termination or expiration of User’s LPN Membership.

“Licensing Terms” refers to these terms and conditions, including the License.

“LPN Membership” refers to User’s membership in Lateral Private Network.

“LPN” refers to Lateral Private Network, a private club.

“Parties” refers to IPCopper and User, collectively.

“Services” refers to any services provided by IPCopper related to, in conjunction with or associated with the Application(s), including but not limited to membership in a network of users of the Application(s) or Services.

“User” refers to you, the purchaser, user, downloader or installer of the Application(s) and user, consumer, purchaser or receiver of the Services. This includes users who have purchased a computer or similar hardware from a third party with the Application(s) already installed or who contract with a third party to build a computer and install the Application(s) or install the Application(s) on an existing computer. In these Licensing Terms “you” and “your” also refer to User.

LICENSE TERMINATION AND RENEWAL. The License shall terminate with the termination or expiration of User’s LPN Membership. Existing Licenses may be renewed for a new Licensing Period upon User’s application and acceptance for a new LPN Membership or new period of LPN Membership. In the event User does not renew the License before the end of the Licensing Period, the License will terminate at 11:59PM Pacific Time on the last day of the Licensing Period.

IPCopper reserves the right to terminate the License immediately and without notice in the event User breaches any part or provision of the License, these Licensing Terms, the LPN Membership Agreement or any other agreement between User and IPCopper or fails to pay any monies due to IPCopper for any reason, as solely determined by IPCopper. Termination of the License shall also result in termination of the Services, if any. Prior breaches of the License, these Licensing Terms, the LPN Membership Agreement or any other agreements with IPCopper, as determined solely by IPCopper, shall be grounds for terminating this agreement and any future agreements between User and IPCopper.

If User allows User’s LPN Membership or License lapse by not renewing LPN Membership for a new period prior to expiration of User’s LPN Membership and termination of the License, any data, configurations or other information stored by the Application(s) may become irretrievably lost. Such data loss may also occur if the hardware on which the Application(s) run lose power or are turned off for extended periods of time.

THIRD PARTY SOFTWARE. IPCopper may provide third party software and / or firmware in addition to or instead of IPCopper's software and / or firmware or software and / or firmware that IPCopper licenses to end-users. Any such third party software and / or firmware shall be governed by these Licensing Terms, unless such third party software/firmware has its own separate terms or license.

USER COMPLIANCE WITH LAWS AND REGULATIONS. User expressly agrees that it is User’s sole and exclusive responsibility to comply with all laws and regulations concerning the use and operation of the Application(s)’s tools, features and functions or of the Services. User understands that IPCopper cannot provide any information or guidance concerning any laws and regulations. Even if IPCopper were aware that a User may require a license or permission from a government agency or similar body in order to lawfully use the Application(s) or Services or portions thereof, IPCopper shall not furnish nor be required to furnish advice, notification or information regarding such requirements. IPCopper shall not be required to verify whether User has complied with any such laws and regulations and takes no responsibility for where, how, or when User uses the Application(s) or Services. User further indemnifies IPCopper from any and all possible claims arising out of User’s use of the Application(s) or Services and / or failure to comply with laws and regulations concerning use of the Application(s) or Services, including any imposition of liability, fines, fees, costs or similar on IPCopper by any government agency or similar body. Any imposition of liability, fines, fees, costs or similar on IPCopper by any government agency or similar body in connection to User’s use of the Application(s) or Services shall be grounds for immediate termination of the License. Furthermore, IPCopper may pursue other legal remedies at its disposal to recoup any damages and costs resulting from any such imposition.

COPYRIGHT. The Application(s) is owned and/or licensed by IPCopper, and is protected by United States copyright laws and international treaty provisions. The Application(s) contain IPCopper’s trade secrets and proprietary property and/or the trade secrets and/or proprietary property of licensors to IPCopper.

NO TRANFER OF OWNERSHIP, NO PROPERTY RIGHTS. Notwithstanding anything herein, the License and Licensing Terms shall not create any transfer of ownership or any property rights of any kind whatsoever in anything related to the Application(s), Services, IPCopper or Lateral Private Network. No payment from User in relationship to the License, the Licensing Terms, Application(s), Services, IPCopper or LPN Membership shall create any property rights of any kind in anything related to Lateral Private Network, LPN Membership, IPCopper, Application(s) or Services whatsoever nor modify the License or Licensing Terms, regardless of the form of payment and regardless of whether any notation referring to changes, modifications, terms or purchases or any notation at all are included with or on the payment.

UNAUTHORIZED USE, MODIFICATION, DUPLICATION OR RESALE; NONCOMPETE. The unauthorized use, modification, duplication or resale of the Application(s) or Services shall result in immediate termination of the License and Services and constitute a breach of these Licensing Terms without notice or legal action. User’s development of, association with or offering for public or private use of a competing product, application or service to the Application(s) and Services shall result in immediate termination of the License and Services and constitute a breach of these Licensing Terms without notice or legal action. In the event of termination under this provision, User will forfeit any unused time remaining in the Licensing Period and unused Services and will not be entitled to a refund for the unused License or Services.

IPCopper reserves the right, in addition to any other rights, to recover damages arising out of User’s breach of this provision, including but not limited to damages for lost profits, lost opportunities, loss of goodwill, copyright infringement, trademark infringement, and / or patent infringement, as well as any punitive, exemplary or other economic damages allowed under the law.

FORFEITURE OF UNUSED LICENSING PERIOD OR UNUSED SERVICES. In the event User breaches these Licensing Terms, the License or the LPN Membership Agreement, User shall forfeit any unused time remaining in the Licensing Period or LPN Membership and unused Services and will not be entitled to any refund, credit or compensation whatsoever for the unused License, Services or LPN Membership.

LIMITED GENERATION OF TEMPORARY MODULES. Provided that User’s LPN Membership is current, active and in good standing and that the Application(s) have not been tampered with, altered or modified in any way, Application(s) may furnish limited facilities for User to generate temporary modules. IPCopper grants User this limited ability to generate temporary modules solely for the purposes of facilitating the establishment of new LPN memberships and associated licenses for User’s own purposes or to assist others in establishing temporary membership(s), if accepted by IPCopper. User hereby agrees to not modify, alter or create derivations of said temporary modules. Any temporary modules shall be governed by this License and these Licensing Terms and shall be valid for a limited period of time (“Temporary Module Time Period”), as determined by IPCopper at the time of temporary module generation.

Temporary modules are provided AS IS and WHERE IS with no warranties expressed or implied and no guarantee that the temporary module(s) would function or suit User’s or anyone else’s purposes or that any associated temporary memberships would be granted to anybody. In the event no non-temporary LPN Membership is applied for and granted prior to expiration of the Temporary Module Time Period, the temporary module shall expire, become invalid and cease functioning.

LIMITATION OF LIABILITY. User hereby agrees that the limitations of liability referenced herein are reasonable and necessary and acknowledges that without these limitations of warranty and liability User’s fees and charges for the License, Application(s), Services and Information would be substantially higher or the License, Application(s), Services and Information would not be available at all.

NOTWITHSTANDING ANYTHING HEREIN, TO THE EXTENT PERMITTED BY LAW, NEITHER IPCOPPER NOR ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, VENDORS, SUPPLIERS OR LICENSORS WILL BE LIABLE TO USER FOR ANY ACTUAL, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY DAMAGES CLAIMED FOR LOSS OF PROFITS (ACTUAL OR ANTICIPATED), REVENUE, INCOME, SALES, BUSINESS, GOODWILL, REPUTATION, OPPORTUNITY, USE, ANTICIPATED SAVINGS OR INFORMATION OR LOSS OF, DAMAGE TO, COMPROMISE OR CORRUPTION OF DATA, HOWSOEVER CAUSED, EVEN IF CAUSED BY APPLICATION(S), SERVICES OR IPCOPPER OR ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, VENDORS, SUPPLIERS OR LICENSORS, INCLUDING BUT NOT LIMITED TO THE REPLACEMENT OF EQUIPMENT AND PROPERTY, ANY COSTS OF RECOVERING, PROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH OR PROCESSED OR MODIFIED BY APPLICATIONS OR SERVICES AND ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED, PROCESSED OR MODIFIED VIA THE APPLICATION(S) OR SERVICES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER NOTICE THAT SUCH LOSS MAY OCCUR WAS PROVIDED. THE FOREGOING LIMITATION SHALL NOT APPLY TO DEATH OR PERSONAL INJURY CLAIMS. WITH RESPECT TO JURISDICTIONS THAT MAY NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IPCOPPER, ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, VENDORS, SUPPLIERS, LICENSORS AND AFFILIATES’ LIABILITY SHALL BE LIMITED TO US $5.00 (FIVE US DOLLARS) AND USER SHALL DISMISS ANY AND ALL SUCH CLAIMS ARISING EITHER IN CONTRACT OR TORT AGAINST IPCOPPER UPON IPCOPPER’S WRITTEN OFFER TO USER OF $5.00 FOR ALL ABOVE-MENTIONED CLAIMS ALL TOGETHER. USER SHALL RECEIVE THE $5.00 IN US CURRENCY IN THE FORM OF A CHECK DRAWN ON A US BANK AND MAILED VIA FIRST CLASS MAIL TO AN ADDRESS WITHIN THE UNITED STATES DESIGNATED BY USER WITHIN FIVE BUSINESS DAYS OF USER PROVIDING TO IPCOPPER A WRITTEN RELEASE OF ALL CLAIMS IN A FORM ACCEPTABLE TO IPCOPPER.

User agrees that neither IPCopper nor its officers, employees, shareholders, vendors, suppliers or licensors are responsible for any damages User may suffer or incur resulting from: (a) any product or service provided to User by or manufactured by a third party; (b) any act or omission by another party; (c) providing or failing to provide Applications, Services or Information; (d) accidents or any health-related claims arising from or related to the Application(s), Services or Information; (e) content or information accessed via the Application(s), Services or Information; (f) content or information is that is either blocked or made accessible by the Application(s), Services or Information; (g) damage to User’s computer hardware or anything connected to it or damage to or loss of any information stored on User’s computer from User’s use or non-use of the Application(s), Services or Information or from viruses, worms, or downloads of malicious content, materials, data, text, images, video or audio; or (h) things beyond IPCopper’s control, including acts of God, riot, strike, war, terrorism or government orders or acts. User should implement appropriate safeguards to secure User’s computer hardware and networking equipment and to backup User’s information and configurations stored on each.

The possibility that some parts of these Licensing Terms, the LPN Membership Agreement, other agreements between User and IPCopper or the information on IPCopper’s websites, affiliated websites or websites related to IPCopper’s products and services or in any publications, whether published by IPCopper or a third party (“Information”), could be interpreted as recommendations shall not mean that IPCopper shall have any responsibility whatsoever to provide any tools, facilities, tips, recommendations, guidance, suggestions or similar to further User’s implementation, installation or deployment of any such possible recommendations. Information shall be provided AS IS and WHERE IS, with no warranty expressed or implied, and User uses such Information at User’s own risk.

DISCLAIMER OF WARRANTIES. IPCOPPER PROVIDES APPLICATION(S), SERVICES AND INFORMATION ON AN “AS IS” AND “WHERE IS” BASIS WITH NO WARRANTIES, EXPRESSED OR IMPLIED. BY USING ANY APPLICATION(S), SERVICES OR INFORMATION USER AGREES THAT IPCOPPER SHALL HAVE NO LIABILITY EXCEPT AS EXPRESSLY PROVIDED IN THESE LICENSING TERMS FOR ANY FAILURE, DEFECTS, MALFUNCTIONS OR ERRORS IN THE APPLICATION(S), SERVICES OR INFORMATION. IPCOPPER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE APPLICATION(S), SERVICES AND INFORMATION INCLUDING BUT NOT LIMITED TO TITLE, MERCHANTABILITY, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE IN RELATION TO ANY APPLICATIONS, SERVICES OR INFORMATION. IPCOPPER WILL NOT BE LIABLE FOR ANY DAMAGE, LOSS, COST, OR EXPENSE FOR BREACH OF WARRANTY. IPCOPPER ALSO MAKES NO WARRANTY THAT THE APPLICATION(S), SERVICES OR INFORMATION WILL BE UNINTERRUPTED OR ERROR FREE. IPCOPPER DOES NOT REPRESENT THAT THE APPLICATION(S), SERVICES OR INFORMATION WILL MEET USER’S REQUIREMENTS OR PREVENT UNAUTHORIZED ACCESS TO USER’S COMPUTERS, NETWORK, SERVERS AND OTHER EQUIPMENT OR TO ANY DATA, INFORMATION OR FILES ON ANY OF THEM OR ON IPCOPPER'S SERVERS OR THE SERVERS OF THIRD PARTIES. IPCOPPER DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, IPCOPPER EMPLOYEES, AGENTS, SHAREHOLDERS, OFFICERS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON IPCOPPER'S BEHALF AND USER SHOULD NOT RELY ON ANY SUCH STATEMENT.

User acknowledges and agrees that the use of any Application(s), Services or Information is at User’s sole risk and that the Application(s), Services and Information may be unavailable, interrupted, delayed or limited for a variety of reasons, including reasons outside of IPCopper’s control. Not all Application(s), Services or Information are available in all areas or with all devices. The Application(s), Services or Information may be temporarily refused, limited, interrupted, suspended or curtailed due to system capacity limitations, technology migration or because of equipment modifications, upgrades, repairs or relocations or other similar activities necessary or proper for the operation or improvement of Application(s), Services or Information as solely determined by IPCopper or its officers, employees, vendors, suppliers or licensors. IPCopper does not guarantee the availability of the Application(s), Services or Information at any specific time or in any specific geographical location. IPCopper shall have no liability to User for failures, outages or limitations of the Application(s), Services or Information. All rates, fees, features, functionality and other specifications of the Application(s), Services or Information are subject to change without notice or obligation.

INDEMNIFICATION. User agrees to indemnify and hold harmless IPCopper and its subsidiaries, affiliates, vendors, suppliers, licensors and their former, current and future officers, directors, employees, insurers, contractors, successors, assigns and shareholders from any and all liabilities, penalties, claims, causes of action and demands brought by a third party (including governments or government agencies), either on their own or on User’s behalf, relating to or connected in any way with the License or download, purchase or use of the Application(s), Services, LPN, LPN Membership or Information, even if User permitted a third party to use User’s membership or in the case of unauthorized use of User’s membership, even if IPCopper were aware of or could have been aware of or prevented any such unauthorized use; any interaction(s) with IPCopper or IPCopper's former, current and future officers, employees, vendors, shareholders, successors, assigns or licensors, including but not limited to emails, telephone calls and in person exchanges; User’s download, installation and/or use or non-use of the Application(s), Services, LPN, LPN Membership or Information; or User’s use or download of any information from any IPCopper website, IPCopper-affiliated websites or the websites of IPCopper’s former, current or future officers, employees, vendors, shareholders, successors, assigns or licensors, whether based in contract or tort and regardless of the form of action. This indemnification includes any claims that may arise from content and/or data that was blocked or not blocked or otherwise made accessible or inaccessible by the Application(s), Services, or LPN.

CONTROLLING LAW, SEVERABILITY AND VENUE FOR DISPUTES. This License and these Licensing Terms will be governed by and construed in accordance with the laws of the State of Oregon. Should any provision of these Licensing Terms or portion thereof be deemed unenforceable, it shall not invalidate the remaining provisions. The forum and the venue for any disputes and claims, including but not limited to libel and confidentiality claims, arising out of this License or these Licensing Terms or any sales agreement and/or related to any transactions between IPCopper and User shall be, at IPCopper's sole and exclusive option, in Multnomah County, Oregon and/or federal district of Oregon. Notwithstanding anything in these Licensing Terms, User expressly agrees not to file any claims in any jurisdiction other than specifically agreed herein. In the event User files a claim in a jurisdiction not conforming to the forum and venue specified herein, User agrees to a judgement of dismissal with prejudice and agrees to reimburse IPCopper for its actual attorney fees, costs, court costs and other expenses.

ENTIRE AGREEMENT. This License and Licensing Terms constitute the entire agreement between User and IPCopper with respect to the Application(s), Services and Information. The failure or delay of any party to enforce any of the terms set forth herein shall not be construed to be a waiver of any such terms nor in any way affect the validity or enforceability of these Licensing Terms. No waiver of a breach of any term shall be deemed a waiver of any other or subsequent breach of this License or Licensing Terms.