This Subscriber License Agreement (“Agreement” or “License”) is a legal agreement between you (either an individual or a single entity) (“SUBSCRIBER,” also referred to as “you” herein) and Watchman Monitoring, Inc (“WATCHMAN”) for the software product(s) accompanying this Agreement, which include(s) computer monitoring software and may include “online” or electronic documentation, associated media, and printed materials (referred to hereinafter as the “SOFTWARE”).
By installing, copying, or otherwise using the SERVICE , SOFTWARE, or any UPDATES (as defined below), you agree to be bound by the terms of this Agreement.
WATCHMAN offers SUBSCRIBERS customized software agents and dashboard (“SERVICE”). WATCHMAN hereby provides SUBSCRIBERS with a limited nonexclusive, nontransferable License to use the SOFTWARE in accordance the terms hereof. WATCHMAN offers technical support for its SERVICE, however WATCHMAN is not an “IT Provider” and therefore cannot provide assistance to SUBSCRIBERS in troubleshooting or repairing issues with their computers or other devices. SUBSCRIBERS are granted a non-exclusive, non-transferable license to use the SERVICE, but WATCHMAN remains, at all times, the owner of the same. WATCHMAN reserves all right and title in the intellectual property of the SERVICE with the exception of certain open source components listed at www.watchmanmonitoring.com/open-source. In no event shall WATCHMAN be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SERVICE. SUBSCRIBER’s sole remedy under this Agreement shall be limited to the SUBSCRIBER’s current month’s fee, or, if in the event SUBSCRIBER has entered into an annual commitment, the prorated amount from the time liability is reported until the natural expiration of SUBSCRIBER’s annual commitment. In the event SUBSCRIBER is an IT Provider, SUBSCRIBER may provide support to any number of end-users, but in no event shall SUBSCRIBER share access to its subscription, except as otherwise stated herein, with any other legal entity, IT provider, or natural persons. Each individual or entity who provides service to its own end users must purchase its own subscription. In the event a SUBSCRIBER is found to be in violation of the preceding sentences, WATCHMAN may, in its sole discretion, cancel or terminate the violating SUBSCRIBER’s subscription with no refund of any portion of the price paid for the same.
WATCHMAN also offers varying levels of compensation for the referral of the SERVICE to others who become SUBSCRIBERS. More information on the referral program may be found here: https://www.watchmanmonitoring.com/refer.
SOFTWARE LICENSE AND USES
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the SOFTWARE. The SOFTWARE is licensed, not sold. The SOFTWARE consists of __________________________ (individually identified as “COMPONENT” and collectively as “COMPONENTS”). The rights regarding the COMPONENTS of the SOFTWARE are described below unless otherwise indicated.
GRANT OF LICENSE. WATCHMAN hereby grants to you as an individual or entity a limited nonexclusive, nontransferable License to use the SOFTWARE in the manner provided herein. You may access the registered version of the SOFTWARE through the WATCHMAN Dashboard as described below, provided that you have successfully subscribed for use of the SOFTWARE. The level of subscription you purchase shall determine the quantity of computers you may install the SOFTWARE on. For a comprehensive list of the subscription levels, please visit https://www.watchmanmonitoring.com/pricing/
COPY RESTRICTIONS. This SOFTWARE and the accompanying COMPONENTS are copyrighted. Unauthorized copying, re-sale or other misuse of the SOFTWARE is expressly forbidden. You may be held legally responsible for any copyright infringement that is caused or encouraged by your failure to abide by the terms of this Agreement.
USE RESTRICTIONS. As the SUBSCRIBER, you may use and/or access the SOFTWARE on the number of computers/devices permitted by your subscription. You may not distribute copies of the SOFTWARE outside the terms of this agreement. You may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the SOFTWARE. In the event SUBSCRIBER fails to comply with this section of the Agreement, WATCHMAN may, in its sole and absolute discretion, terminate the subscription effective immediately. In the event of such a termination, SUBSCRIBER shall not be entitled to any refund for any portion of payment made for their subscription.
TRANSFER RESTRICTIONS. This SOFTWARE is licensed only to you, the SUBSCRIBER, and may not be transferred to anyone without the prior written consent of WATCHMAN. Any transferee of the SOFTWARE shall be bound by the terms and conditions of this Agreement. In no event may you transfer, assign, rent, lease, sell, or otherwise dispose of the SOFTWARE on a temporary or permanent basis except as expressly provided herein.
UPDATES AND UPGRADES. WATCHMAN may create, from time to time, updated versions of the SOFTWARE. At its option, WATCHMAN will make such updates available to the SUBSCRIBER.
THIRD PARTY ACKNOWLEDGMENT
Certain components of the SOFTWARE rely on third party open source programs, Copies and licenses thereof are made available by WATCHMAN on its open source article (https://www.watchmanmonitoring.com/open-source). Acknowledgements, licensing terms and disclaimers for such components are contained in the electronic documentation for the SOFTWARE. Please refer to the included documentation since you may have additional rights in the Open Source Components.
FREE TRIAL PERIOD AND BILLING
FREE TRIAL PERIODS. Your Subscription may start with a free trial. The free trial period of your subscription lasts for one month, or as otherwise specified during sign-up. Free trials are available for new and approved prior subscribers only. WATCHMAN reserves the right, in its absolute discretion, to determine your free trial eligibility. At the end of your trial period, WATCHMAN will request and begin billing your chosen payment method. You may view, make changes to, or cancel your subscription at any time via: https://app.monitoringclient.com/settings/billing.
RECURRING MONTHLY BILLING. By starting a subscription and providing or designating a payment method, you authorize WATCHMAN to charge you an ongoing recurring basis. WATCHMAN shall charge your payment method on the due date for your subscription. In the event your payment method is declined on the first attempt, WATCHMAN shall make attempts everyday thereafter for ten (10) days to charge your payment method. During this ten (10) day period, WATCHMAN will send you several emails to notify you of the issue with your payment method in an attempt to secure updated payment information from you. After the ten (10) day period expires and your monthly charges have not been received by WATCHMAN, your SERVICE shall be cancelled and you will no longer have access to the SOFTWARE. In the event of such cancellation, please contact WATCHMAN to discuss options for reinstatement. In the event your Subscription begins on the twenty-ninth (29th) through the thirty-first (31st) of any month, your payment method shall be billed last available day in any following month. For example, if you sign up and pay the first monthly payment of your subscription on January 31st, your payment method will be charged for the next payment on February 28th, and then on the 28th of each subsequent month for the term of your subscription. WATCHMAN will, once per subscription, consider a request to change the monthly payment due date.
RECURRING ANNUAL BILLING OPTION. You may, at any time, choose convert to annual billing. Changes will take place at the next natural renewal date. WATCHMAN to charge you an ongoing recurring basis. WATCHMAN shall charge your payment method on the due date for your subscription. In the event your payment method is declined on the first attempt, WATCHMAN shall make attempts everyday thereafter for ten (10) days to charge your payment method. During this ten (10) day period, WATCHMAN will send you several emails to notify you of the issue with your payment method and to attempt to secure updated payment information from you. After the ten (10) day period expires and your monthly charges have not been received by WATCHMAN, your SERVICE shall be cancelled and you will no longer have access to the SOFTWARE. In the event of such cancellation, please contact WATCHMAN to discuss options for reinstating your subscription. In the event your Subscription begins on the twenty-ninth (29th) through the thirty-first (31st) of any month, your payment method shall be billed on the first (1st) day of each subsequent month, beginning the month after the first full month of your subscription. For example, if you sign up and pay the first monthly payment of your subscription on June 30th, your payment method will be charged for the next payment on August 1st, and then on the first of each subsequent month for the term of your subscription. You may also contact WATCHMAN to change your payment due date.
WATCHMAN will continue to bill your payment method on a monthly or annual basis for your subscription fee until you cancel.
SUPPORT SERVICES. WATCHMAN may provide you with support services related to the SERVICE (“Support Services”). WATCHMAN shall use commercially reasonable efforts to afford you with Support Services related to the SERVICE upon SUBSCRIBER’s submission of a “ticket” describing SUBSCRIBER’s issue via WATCHMAN’s Support Website. WATCHMAN’ is not an Information Technology company and the Support Services only extend to the WATCHMAN’s SERVICE. WATCHMAN shall strive to provide the appropriate Support Services within eight (8) hours of receiving SUBSCRIBER’s ticket, but makes no guarantee of such a response time.
ACCESS TO SUBSCRIBER’S NETWORK. WATCHMAN shall not retain access to SUBSCRIBER’s network for any reason unless SUBSCRIBER requests and consents to such access in writing.
INTELLECTUAL PROPERTY RIGHTS
All title and copyrights in and to the SOFTWARE, the accompanying printed materials, and any copies of the SOFTWARE, are owned by WATCHMAN. The SOFTWARE is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material except that you may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, or (b) install the SOFTWARE on a single computer provided you keep the original solely for backup or archival purposes. You may not copy the printed materials accompanying the SOFTWARE. The SOFTWARE and any authorized copies that you make are the intellectual property of WATCHMAN. The structure, organization, and code of the Software are the valuable intellectual property (e.g. trade secrets and confidential information) of WATCHMAN. The SOFTWARE is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the SOFTWARE and all rights not expressly granted are reserved by WATCHMAN and its suppliers. In no event may you remove or alter any copyright, patent, trademark, or other legal notices or disclaimers that exist in the SOFTWARE. Further, and without limiting the foregoing, no license or any right of any kind (whether by express license, implied license, the doctrine of exhaustion, or otherwise) is granted under any WATCHMAN patents (whether identified herein or not), trademarks, or other intellectual property right of WATCHMAN with respect to any other product(s) of WATCHMAN, including the right to use any of these other products.
DISCLAIMER OF WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WATCHMAN, INC. AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST INFRINGEMENT, WITH REGARD TO THE SERVICE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
WATCHMAN DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND SERVICES, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES WILL CONTINUE TO BE MADE AVAILABLE, THAT THE SOFTWARE OR SERVICES WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. INSTALLATION AND USE OF THE SOFTWARE MAY AFFECT THE USABILITY OF THIRD PARTY SOFTWARE, APPLICATIONS OR THIRD PARTY SERVICES.
LIMITATION ON LIABILITY
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL WATCHMAN BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE OR SERVICES OR ANY THIRD PARTY SOFTWARE OR APPLICATIONS IN CONJUNCTION WITH THE SERVICE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF WATCHMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL WATCHMAN’S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF EITHER SUBSCRIBER’S CURRENT MONTH’S FEE (FOR MONTHLY SUBSCRIPTIONS), OR IN THE EVENT SUBSCRIBER HAS ENTERED INTO AN ANNUAL COMMITMENT, THE PRORATED AMOUNT FROM THE TIME LIABILITY IS FOUND UNTIL THE NATURAL EXPIRATION OF SUBSCRIBER’S ANNUAL COMMITMENT. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SUBSCRIBER may not use or otherwise export or re-export the SERVICE except as authorized by United States law and the laws of the jurisdiction(s) in which the SERVICE was obtained. In particular, but without limitation, the SERVICE may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SERVICE, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the SERVICE for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.
GOVERNMENT END USERS
The SERVICE and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
This License is effective until terminated. Your rights under this License will terminate automatically or otherwise cease to be effective without notice from WATCHMAN if you fail to comply with any term(s) of this Agreement. Upon the termination of this License, you shall cease all use of the SERVICE and destroy all copies, full or partial, of the SERVICE.
SUBSCRIBER may terminate or cancel its subscription at any time, however no refund will be provided to either monthly or annual SUBSCRIBERS. Monthly SUBSCRIBERS shall retain access to the SERVICE for any portion of the month remaining on their subscription from the date of cancellation. For example, if SUBSCRIBER’s subscription cycle begins on the 1st day of any given month and SUBSCRIBER cancels on the 15th of any given month thereafter, SUBSCRIBER shall retain access to the SERVICE until the last day of the month in which their subscription was cancelled. Moreover, annual commitment SUBSCRIBERS shall retain access to the SERVICE for the time from their cancellation until the natural expiration of their annual commitment.
Annual commitment subscription shall automatically renew on the anniversary of the initial annual commitment and the SUBSCRIBER’s credit card will be charged for the following year’s subscription on the same day. SUBSCRIBER may terminate its annual commitment up until forty eight (48) hours prior to the anniversary date.
Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflict of law principles. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
Complete Agreement; Governing Language. This License constitutes the entire agreement between SUBSCRIBER and WATCHMAN relating to the use of the SERVICE and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by WATCHMAN. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited by local law in your jurisdiction.
Notice. Should you have any questions concerning this Agreement, or if you desire to contact Watchman Monitoring for any reason, please contact in writing:
451 E Airport Ave, Ste A
Baton Rouge, Louisiana, USA, 70806