IF YOU AGREE TO THE TERMS OF THIS AGREEMENT, CLICK "YES" BELOW AND CONTINUE TO INSTALL THE COMPUTER PROGRAM. IF YOU DO NOT AGREE TO ACCEPT THE TERMS OF THIS LICENSE, CLICK "NO" BELOW.
This Agreement permits you to use a free, limited-use copy of The Brain for your own personal evaluation purposes, or to purchase your licensed copy and unlock its full functionality. This Agreement also gives Natrificial certain rights to any material you publish to Natrificial's server using The Brain. Unless you register and pay for your copy within 30 days, limitations will be placed on The Brain's functionality. For example, after 30 days, you cannot create more than 100 items of information (also known as "thoughts" ) in any single Brain.
THE BRAIN AND THE ACCOMPANYING DOCUMENTATION ARE PROTECTED BY UNITED STATES COPYRIGHT LAW, TRADEMARK LAW AND INTERNATIONAL TREATY AND ARE THE SUBJECT MATTER OF PENDING PATENTS. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION OF THE BRAIN OR YOUR BRAIN REGISTRATION SERIAL NUMBER IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES.
INTRODUCTION. This Agreement is between Natrificial LLC, a California limited liability company ("Natrificial"), and you ("you"), the user of The Brain computer program and its accompanying documentation (collectively "The Brain") on a single personal computer concurrently. This unregistered copy of The Brain is intended for your evaluation use only. Unless you register and pay for your licensed copy of The Brain:
* You will be unable to merge or link multiple Matrices together; and
* The amount of data that you will be permitted to publish may be smaller than the amount allotted to registered users of The Brain.
After the 30 day trial is over:
* You will be unable to create more than 100 thoughts in a Brain; and
* You will receive a reminder to register and pay for your licensed copy whenever you switch from viewing one locally-stored Matrix to another one.
To remove these limitations, you must register and pay for your licensed copy of The Brain. Users of unregistered copies of The Brain are entitled to no services whatsoever, including without limitation technical advice or support. This is a personal license of The Brain. Please contact Natrificial for information about licensing The Brain server software or development tools, or site licenses.
Based on the foregoing and other good and valuable consideration, you agree:
1. REGISTRATION. To register The Brain and enjoy The Brain's full functionality, choose "Purchase" from the Help menu item in The Brain and follow the instructions in The Brain for purchasing a copy. Once you pay for your copy of The Brain, you will receive a unique and secret serial number enabling you to unlock The Brain's full functionality. The serial number you receive is a valuable trade secret belonging to Natrificial. You shall not disclose that serial number to any other person under any circumstance.
2. LICENSE GRANT. Natrificial grants you a personal, non-exclusive, non-transferable, revocable license to use up to three object code copies of The Brain during the term of this Agreement, installed on up to three personal computers or archival digital storage devices, but for use only by you, and only on a single personal computer concurrently. Regardless of whether or not you register, Natrificial retains all right, title and interest in and to each of your copies.. This Agreement does not include any rights to receive maintenance or updates.
3. RESTRICTIONS. You may not (i) modify, disassemble, decompile or reverse-engineer The Brain; (ii) attempt to circumvent the limitations on full, free use of your unregistered copy of The Brain; (iii) rent, lease, loan, sell, sublicense, distribute or otherwise transfer The Brain to any third party; (iv) make any copy of The Brain except those copies permitted in Section 2, above; or, (v) use The Brain to provide service bureau or time-sharing services. Licensees of Brain server products may not in any manner cause or induce users to download free evaluation copies of The Brain for the purpose of accessing Matrices available via intranets, closed networks, or on a restricted basis by those servers. You may use The Brain to access any Matrices (i) stored locally on the same personal computer that stores your authorized object code copy of The Brain; and (ii) that are available via the Internet to all Internet users on an equal, non-discriminatory
basis. But unless you register and pay for your copy of The Brain, you may not use The Brain to access any other Matrices, including without limitation, Matrices made available by any Brain server via an intranet, closed network, or otherwise on a restricted, or other discriminatory basis.
4. PUBLISHING TERMS
4.1. PUBLISHING, GENERALLY. Natrificial may, at its sole discretion, allow you to request ("Publish") that a file ("Matrix") you created using The Brain be made publicly available to other users of The Brain by means of an Internet connection with an Internet server ("Natrificial Server") maintained by Natrificial. Natrificial may, at its sole discretion, identify you as the author of any such Matrix ("Published Matrix"). Publishing is a free service, and Natrificial may in its sole discretion modify, delete, or refuse to carry any of your Matrices. Natrificial may also incorporate any of your Matrices or any portion thereof within other content published by Natrificial, and place within, or transmit advertising material in conjunction with, your Published Matrices.
4.2. YOUR LICENSE TO NATRIFICIAL. You grant Natrificial a non-exclusive, transferable and sublicensable, irrevocable, perpetual, royalty-free license to exercise, use, or practice any and all Intellectual Property Rights (defined below) subsisting in any and all Published Matrices. Except to the extent that Natrificial may, in its sole discretion, incorporate advertisements and advertising material into any of your Published Matrices, or cause advertisements to appear to users in conjunction with any of your Published Matrices, Natrificial will not knowingly use any of your trademarks or trade dress in commerce with any goods or services other than your Published Matrix. For the purposes of this Agreement, "Intellectual Property Rights" means any and all rights affecting intellectual or industrial property existing now or in the future in the United States or anywhere in the universe. Intellectual Property Rights include, without limitation, any
and all rights (i) under the laws of copyright, patent, trade secret, trademark, trade dress, unfair competition, "droit moral" or moral rights, or other similar laws; (ii) of publicity or privacy; (iii) relating to the development and use of databases, or know-how; and (iv) subsisting in any and all applications, registrations, renewals, extensions, restorations, continuations, divisionals, or foreign counterparts of any of the foregoing.
4.3. RESTRICTED MATERIAL. You represent and warrant that you will Publish no Matrix that contains:
4.3.1. any copyrighted material absent the author or copyright owner's express written permission;
4.3.2. any material that defames, abuses, or threatens others;
4.3.3. any material that promotes illegal activity;
4.3.4. any material that contains obscenity or the exploitation of images of children under 18 years of age; or
4.3.5. any statements or images that are bigoted, hateful, or racially offensive.
4.4. YOUR RESPONSIBILITY. You, and not Natrificial, are responsible for any conduct associated with any of your Published Matrices. Natrificial makes no guarantee of the accuracy, correctness, or completeness of any Published Matrix. Without limiting the foregoing, Natrificial is not responsible for:
4.4.1. any errors or omissions arising from the use of any Published Matrix or the Natrificial Server; or
4.4.2. any losses or damages (including without limitation any lost data, opportunity, profits or revenue) arising from the use of any Published Matrix, deleting your Published Matrix from the Natrificial Server, discontinuing the Matrix publishing service described above, or any other services provided, or discontinued, by Natrificial.
4.5. ACCESS TO PUBLISHED MATRICES FROM WEBSITES. The Brain may offer a function ("Instant Access") offering access to your Published Matrix to users of a website that you specify . For example, when users of The Brain activate the website you so specify, a button will appear that, when activated, gives access to your Published Matrix. You shall not so specify any website belonging to any party other than you without that party's express written consent. Natrificial may at any time, in its sole discretion, delete or discontinue any such button or the Instant Access function.
4.6. INDEMNIFICATION. You will indemnify, defend, and hold Natrificial harmless against any and all Liability (defined below) relating to (i) Publishing your Matrix; (ii) carrying your Published Matrix on the Natrificial Server; (iii) your specifying a website for Instant Access; or (iv) your breach of any provision of this Agreement, or the inaccuracy of any of your representations in this Agreement. "Liability" means all claims, suits, actions, expenses, attorney and other legal fees arising from the contents or use of any Published Matrix including without limitation (a) the violation or infringement of any Intellectual Property Rights; (b) unlawful, libelous, offensive or defamatory content; or (c) obscene content or content deemed harmful to minors.
5. DISCLAIMER OF WARRANTIES. All products and services relating to this Agreement ("Services") including, without limitation, The Brain, Published Matrices, and the Instant Access and Publish functions, Natrificial's website, and all operations of the Natrificial Server, are provided "AS IS," without warranty of any kind.
NATRIFICIAL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE BRAIN, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
No oral or written information or advice given by Natrificial or any representative of Natrificial will create any express or implied warranty, or any binding obligation of any sort.
6. LIMITATION OF LIABILITY.
6.1. You are not entitled to receive damages, in excess of the amount that Natrificial actually received from your registering The Brain, for any cause relating to this Agreement or your use or the failure of any Services .
6.2. EXCEPT AS PROVIDED IN SECTION 6.1, NATRIFICIAL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) RELATING TO YOUR USE OF THE BRAIN, PUBLISHED MATRICES, OR ANY SERVICES PROVIDED UNDER THIS AGREEMENT. This limitation applies regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action.
6.3. As some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, the above limitations or exclusions may not apply to you.
7. PRIVACY. Natrificial may, in its sole discretion, collect information ("Consumer Information") about its users and their Internet activities, when users utilize any Services. Natrificial will never disclose or sell your Consumer Information with any third party if you instruct Natrificial not to. Natrificial will only use your Consumer Information to improve your experience with The Brain and to tailor the Natrificial Server and Natrificial's website to your interests. But Natrificial may use information about you, including without limitation your Consumer Information, in the aggregate, in order to compile demographic information for potential customers, business partners and advertisers.
8. OWNERSHIP. Natrificial owns all right, title and interest in and to all Intellectual Property Rights subsisting in the Services and all portions thereof. NATRIFICIAL and THE BRAIN are trademarks of Natrificial. Unauthorized copying of The Brain or your registration serial number will cause Natrificial great and irreparable harm. Natrificial is entitled to receive immediate equitable relief from any court of competent jurisdiction to prevent or stop your threatened or actual infringement of any of those rights.
9. TERMINATION. This Agreement will commence upon installation of The Brain. Your rights under Section 2 will immediately and automatically terminate upon your breach of any provision of this Agreement, at which time you must return or destroy all copies of The Brain in your possession.
10. GOVERNMENT LICENSEE. If The Brain is licensed by or for any unit or agency of the United States Government, then The Brain will be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements, including the Department of Defense ("DoD") FAR Supplement (the "DFARS"). The Brain was developed exclusively at private expense, and no part of The Brain was first produced in the performance of a United States Government contract. If The Brain is supplied for use by DoD, The Brain is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c) (Nov. 1995), as applicable. If The Brain is supplied for use by a Federal agency other than DoD, The Brain is restricted computer software delivered subject to
the terms of this Agreement and (i) FAR 12.212; (ii) FAR 52.227-19; or (iii) FAR 52.227-14, as applicable.
11. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. You hereby consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Los Angeles County of the State of California.
12. SEVERABILITY. To the extent that any of the provisions of this Agreement, or any word, phrase, clause, or sentence thereof, is found to be illegal or unenforceable for any reason, that provision, word, phrase, clause, or sentence will be reformed or deleted only to the extent necessary to make this Agreement as reformed legally enforceable. That reformation or deletion will not affect the balance of the provisions or parts of this Agreement, which are to be construed as severable and independent.
13. ENTIRE AGREEMENT. Regardless of whether you choose to register your copy of The Brain with Natrificial, this Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all written or oral agreements previously existing between the parties with respect to such subject matter. No delay on the part of Natrificial in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of Natrificial of any right preclude any other or further exercise of any right under this Agreement.
BY CLICKING "YES" BELOW, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
