BY, ACCESSING, OR USING THE TECHMASTER SERVICE YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS, OR USE THE TECHMASTER SERVICE.
2. Access to the TechMaster Service
Subject to the terms and conditions of this Agreement, McAfee hereby grants to you a non-exclusive, non-transferable right to receive the TechMaster Service detailed in the Grant Letter solely for your own internal business operations. You acknowledge that the TechMaster Service and all related information, including TechMaster Software, Updates and Documentation are proprietary to McAfee and its suppliers. You are not granted rights to Updates unless you have a current TechMaster Service subscription.
3. Copy and Use terms
4. Your supply of Data for the TechMaster Service
5. Your Responsibilities
6. Scope of Services
7. Limited TechMaster Warranty and Disclaimer
8. Limitation of Remedies and Damages
Regardless of the basis of recovery claimed, whether under contract, negligence, strict liability or other theory, McAfee and its suppliers' aggregate liability with respect to any and all subject matter of this Agreement or any attachment or order placed under its terms will be limited to (A) the indemnification referred to in Section 8 below, (B) bodily injury (including death) and damage to real and tangible personal property, and (C) the amount of any other direct damages or loss up to the amount of the annual fee paid by you for the service giving rise to the liability. MCAFEE AND ITS SUPPLIERS AND AUTHORIZED PARTNERS SHALL NOT BE LIABLE FOR LOSS OF OR DAMAGE TO RECORDS OR DATA; LOSS OF PROFITS; COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; ANY MATTER BEYOND ITS REASONABLE CONTROL; AND ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES , EVEN IF MCAFEE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Intellectual Property Indemnity
McAfee may terminate or suspend the TechMaster Service in the event you materially breach the terms of this Agreement and you fail to cure such breach within thirty (30) days of receiving notice of such breach. Upon such termination you must cease to access the service and return or destroy any copies of the TechMaster Software and Documentation supplied under this Agreement.
11. Additional Terms
12. Notice to United States Government End Users
The TechMaster Service, TechMaster Software and accompanying Documentation are deemed to be "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the TechMaster Service, TechMaster Software and accompanying Documentation by the United States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.
McAfee may, at its expense, upon reasonable prior written notice to you and during standard business hours, audit customer with respect to its compliance with the terms of this Agreement no more than once per year. Customer understands and acknowledges that McAfee utilizes a number of methods to verify and support the TechMaster Service use by its customers. These methods may include technological features of the Software that prevent unauthorized use and provide Software deployment verification. Upon reasonable request, customer will provide a system generated report verifying customer's service deployment, such request to occur no more than two (2) times per year. McAfee will not unreasonably interfere with the conduct of your business.
15. Export Controls
The TechMaster Service, TechMaster Software and its related Documentation, including technical data, may not be exported or re-exported in violation of the U.S. Export Administration Act, its implementing laws and regulations, the laws and regulations of other U.S. agencies, or the export and import laws of the jurisdiction in which the TechMaster Service was obtained. Export to any individual, entity, or country specifically designated by applicable law is strictly prohibited.
16. Governing Law
This Agreement will be governed by and construed in accordance with the substantive laws in force: (a) in the State of New York, if you purchased the TechMaster Service in the United States, Mexico, Central America, South America, or the Caribbean; (b) in the Republic of Ireland, if you purchased the TechMaster Service in Canada, Europe, Middle East, Africa, Asia (other than Japan), or the region commonly referred to as Oceania; and (c) in Japan if you purchased the TechMaster Service in Japan. If you purchased the TechMaster Service in any other country, then the substantive laws of the Republic of Ireland shall apply, unless another local law is required to be applied. This Agreement will not be governed by the conflict of laws rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The United States District Court for the Southern District of New York, when New York law applies, the courts of the Republic of Ireland, when the law of Ireland applies, the courts of Brazil when Brazilian law applies, the courts of Japan when Japanese law applies, and the courts of China when Chinese law applies, shall each have non-exclusive jurisdiction over all disputes relating to this Agreement.