End-User License Agreement

In proprietary software, an end-user license agreement or software license agreement is the contract between the
licensor and purchaser, establishing the purchaser’s right to use the software

This End User Agreement is a legally binding agreement between you, the person installing, accessing or commencing the use of the windows OS based Isafeshield Antivirus (“Licensee”), and JD5 Technologies Inc. having its registered address located at 87 Broadway, Hicksville, NY 11801 (“Licensor”), and governs the use and licensing terms for “Isafeshield Antivirus” (“Software”). The License granted hereunder is conditioned upon Licensee’s acceptance of the terms set forth herein.

By using the Software, you are agreeing to be bound by the terms and conditions of this Agreement. Do not use the Software until you have read and agreed to the following terms and conditions. The use of the Software implies automatically the acceptance of the following terms and conditions.

1. Installation and Use
If Licensee accepts this Agreement, and as long as Licensee complies with its terms as contained herein, Licensor grants Licensee a revocable, nonexclusive, non-transferable, limited license solely for Licensee and Licensee’s current employees to use the Software in machine-readable form on any Licensee hard drive, cloud storage or other storage device, subject to the limitations and restrictions set forth in this Agreement.

2. Limitations and Restrictions of Use
Licensee agrees not to, and not to permit others to, directly or indirectly; (a) reverse assemble, reverse compile, or otherwise reverse engineer or attempt to derive the source code of all or any part of the Software; (b) copy, modify, translate, alter, change, or collect information that can be used to create derivative works of all or any part of the Software; (c) download, copy or collect information that could be used to copy all or any part of the Software, or access or use all or any part of the Software for any purpose other than as expressly mentioned herein; (d) assign, sublicense, distribute, rent, lease, grant a security interest in, or otherwise transfer any rights to the Software; (e) use, copy or reproduce the Software or any part thereof other than as expressly permitted in the Agreement; (f) remove any proprietary notices or labels on or in any part of the Software; (g) use the Software for any illegal purpose or in violation of any local, state, national, or international law; (h) obtain, attempt to obtain, or redistribute any data, materials or information available through the Software or related services through any means not intentionally made available by Licensee, including by any form of automated access, scraping, or similar process; (i) interfere with security-related features of the Software, including by disabling or circumventing any such features; or (j) upload or otherwise disseminate any virus, adware, spyware, worm, or other malicious code through the Software.

3. Ownership of Intellectual Property
The license granted hereunder does not constitute a transfer or sale of Software’s ownership rights in or to the Software. Except for the license rights granted under the Agreement, Licensee retains all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by applicable U.S. intellectual property laws and the International Treaties.
Licensor reserves all rights in the Software not expressly granted to Licensee in this Agreement. Licensee acknowledges and agrees that Licensor or its third-party licensors own all rights, title and interest in and to the Software (including all software, code, interfaces, technology, or text, incorporated therein and look and feel of the Software. If Licensee suggests new features or functionality that Licensor, in its sole discretion, adopts for the Software, such new features or functionality will be the sole and exclusive property of Licensor and any and all claims of Licensee as to the same are hereby waived and released. Licensor reserves the right, in its sole discretion and without incurring any liability to Licensee, to update, improve, replace, modify or alter the specifications for and functionality of all or any part of the Software from time to time.

4. Privacy
Your use of the Software is subject to the Licensor’s Privacy, located on its website as updated from time to time.

5. Termination
This Agreement shall be effective upon your receipt of the Software and shall terminate upon the earlier of: (i) your failure to comply with any term of this Agreement; or (ii) return, destruction or deletion of all copies of the Software in your possession. Upon termination of this Agreement by Licensor, you shall certify in writing to Licensor that all copies of the Software, or any portion thereof, have either been returned to Licensor or otherwise destroyed or deleted.

6. Disclaimer of Warranties
LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT LICESEE’S SOLE RISK. THE SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS”, WITHOUT WARRANTIES OR PROMISES, WHETHER EXPRESS OR IMPLIED, OR BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE. THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH SOFTWARE (IF ANY) SHALL BE WITH LICENSEE. THERE IS NO REPRESENTATION OR WARRANTY HEREIN AGAINST INTERFERENCE WITH LICENSEE’S ENJOYMENT OR AGAINST INFRINGEMENT. LICENSOR AND ITS THIRD PARTY LICENSORS DISCLAIM ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE, THIRD PARTY SOFTWARE AND ANY SERVICES PROVIDED HEREUNDER, INCLUDING ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR THAT LICENSEE’S USE OF THE SOFTWARE WILL BE UNINTERUPTED, VIRUS-FREE, OR ERROR-FREE. LICENSEE ACKNOWLEDGES THAT NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY THIRD PARTY LICENSORS HEREIN.

7. EXCLUSIVE REMEDIES
ANY LIABILITY OF LICENSOR FOR A DEFECTIVE COPY OF THE SOFTWARE WILL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF LICENSEE’S COPY OF THE SOFTWARE WITH ANOTHER COPY.

8. LIMITATIONS OF LIABILITY
IN NO EVENT WILL LICENSOR OR ITS THIRD PARTY LICENSORS OR ANY OTHER PERSON OR ENTITY BE LIABLE TO LICENSEE FOR (a) ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING ANY LOSSES RELATING TO LICENSEE, OR LICENSEE’S BUSINESS, SUCH AS LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST SAVINGS, EVEN IF LICENSOR OR ITS THIRD PARTY LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY CLAIM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY. IF LICENSEE COULD HAVE AVOIDED DAMAGES BY TAKING REASONABLE CARE, NEITHER LICENSOR NOR ITS THIRD PARTY LICENSORS WILL BE LIABLE FOR SUCH LOSSES.

9. Governing Law and Forum
This Agreement will be governed in all respects, by and construed in accordance with the laws of the United States, without reference to its principles relating to conflicts of law. Licensor and Licensee agree that any action arising out of or related to this Agreement must be brought exclusively in a courts of United States. Licensor shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against Licensee in the event that, in the opinion of Licensor, such action is necessary or desirable.

10. Entire Agreement & Assignment.
10.1    Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the use of the Software. No amendment to or modification of this Agreement, or action, or delay, will be binding unless in writing and signed by Licensor.
Licensor may assign this Agreement, in whole or in part, at any time with or without notice to Licensee. Licensee may not assign, delegate or otherwise transfer this Agreement, or assign, transfer or sublicense any rights in the Software.

11. Severability
If any provision of this Agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this Agreement shall be affected thereby, and the remaining provisions of this agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
Waiver
The waiver by either party of any breach of any provisions of this Agreement shall not operate or be construed as a waiver of any other or a subsequent breach of the same or a different provision.
Trademarks
The names of Software and Licensor names used in this Agreement including any relating documentation may constitute trademarks of Licensor or third parties. You are not authorized to use any such trademarks to promote yourself or your product.
Export Restrictions
You may not export or re-export the Software without (i) obtaining the prior written consent of Licensor; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.