END-USER LICENSE AGREEMENT
Read the following agreement carefully before downloading, installing or using the fTalk software (“software”). This end user license agreement (“agreement”) is between you and Discordia limited (“company”). For the purposes of this agreement, the term “you” and “your” means you as an individual. If you do not agree to these terms and conditions do not use the software. By downloading, installing or using the software in any way, you are indicating your complete understanding and acceptance of the terms of this agreement.
Company hereby grants You a limited, personal, non-exclusive, non-transferable right to use the Software, in accordance with the terms of this Agreement. You may install and use the Software on a single computer. You may make and maintain one copy of the Software solely for backup or archival purposes, provided that the original and copy of the Software are kept in your possession. You may not use any backup or archival copy of the Software for any purpose other than to replace the original copy in the event the original is destroyed or becomes defective.
Except as otherwise set forth herein, You are entitled to use the Software for your own use, but you may not: (i) copy, reproduce, modify, transmit, broadcast, republish, upload, distribute publicly or create derivative works based on the Software or otherwise commercially exploit the Software; (ii) reverse engineer, decompile, disassemble or otherwise reproduce the Software; (iii) delete or obscure any copyright, trademark or other proprietary notices on the Software; (iv) sell, grant a security interest in or transfer reproductions of the Software; (v) rent, lease or license the Software to others without the prior written consent of the Company; or (vi) exploit the Software or any of its parts for any commercial purpose. You may not use the Software on or over a network or any other transfer device (including the Internet). Use of the Software on more than one computer constitutes copyright infringement and may be punishable by civil fines, criminal penalties, or both.
This Software is protected by US copyright laws, as well as other intellectual property laws and international copyright treaties. All intellectual property in the Software including but not limited to any images, photographs, animations, video, music and text and any printed materials accompanying the Software are owned by the Company or its Licensors. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that as between you and Company, all right, title and ownership in and to the Software will remain the exclusive property of Company, and you will not acquire any ownership rights in the Software. All rights not expressly granted herein are reserved by the Company.
ADDITIONS TO SOFTWARE
The Software is exposed to various security issues, and should be regarded as insecure. By accepting this Agreement, you indicate that you understand and acknowledge that by using the Software you may be subject to various security risks from third parties, including the exposure of data you have downloaded or have offered to share and unauthorized access to or acquisition or corruption of search results or other data organized or maintained on your computer by the software, and that you accept all such risk as solely your risk and responsibility.
COLLECTION OF INFORMATION
The software is provided “as is” without warranty of any kind, and to the full extent permissible under applicable law, except for the express warranty set forth above, the company disclaims all warranties, express or implied, including and without limitation, the implied warranties of merchantability and fitness for a particular purpose and non-infringement of third-party intellectual property rights. The company does not warrant, guarantee or make any representation regarding the use or the results of the use of the software in terms of its correctness, accuracy, reliability, currentness or otherwise, or that your use of the software will be uninterrupted or error free. Some jurisdictions do not allow the exclusion of or limitations on implied warranties, so the above exclusions and limitations may not apply to you.
LIMITATION OF LIABILITY
In no event will the company, its employees, officers, directors, agents, affiliates or licensors be liable for any incidental, indirect, special, consequential or punitive damages, or any damages whatsoever (including, without limitation, damages for injury to person or property, for loss of profits, business interruption, loss of business information, loss of privacy, failure to meet any duty and negligence) arising out of or in any way related to the use or inability to use the software, even if the company has been advised of the possibility of such damages. In no event will the liability of the company for damages with respect to the software exceed the amount actually paid by you for the software regardless of the form of the claim (including, without limitation, any contract, product liability, or tort claim). Some jurisdictions do not allow the exclusion of liability for incidental or consequential damages, so the above exclusion may not apply to you.
You agree to indemnify and hold harmless Company and its agents, employees, representatives, licensors, affiliates, parents and subsidiaries (collectively, “Indemnified Parties”) from and against any and all claims, losses, demands, causes of action and judgments (including attorneys’ fees and court costs) arising from or concerning Your breach of this Agreement.
You may terminate the license granted herein at any time by destroying or erasing all copies of the Software. This Agreement and the license granted herein will terminate automatically without notice from the Company if You fail to comply with the limitations specified herein. Upon termination of this Agreement or the license granted herein, You agree to destroy or erase all copies of the Software. In the event of termination, all provisions of this Agreement as to warranties, limitation of liability, remedies, damages and choice of law and venue shall survive termination.
GOVERNMENT RESTRICTED RIGHTS
The Software is provided with “RESTRICTED RIGHTS.” Use, duplication or disclosure by the United States Government is subject to restrictions as set forth in applicable laws and regulations. Use of the Software by the United States Government constitutes acknowledgement of the Company’s proprietary rights therein.
You acknowledge that the software, data and other underlying information or technology licensed hereunder is subject to the export control laws and regulations of the United States, and any amendment thereof. You acknowledges that no software, data and other underlying information or technology licensed hereunder may be accessed, downloaded, used, possessed or otherwise exported or re-exported into (or to a national or resident of) Angola, Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country to which the U.S. has embargoed goods, or anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principals of conflicts of laws. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York, New York in connection with any suit, action or other proceeding arising out of this Agreement, and waives any objection to such venue based on forum non conveniens or otherwise. The parties explicitly waive any trial by jury in connection with this Agreement.
You acknowledge and agree that in addition to any and all other remedies available to the Company in the event of a breach of this Agreement by You, Company shall have the right to enjoin, any activity by You which breaches this Agreement, by equitable relief, including, but not limited to, a temporary restraining order, a preliminary injunction, a permanent injunction, or such other alternative relief as may be appropriate, without the necessity of Company’s posting any bond or surety.
If any portion of this Agreement is found to be unlawful, void, or for any reason unenforceable, it will be severed from and in no way affect the validity or enforceability of the remaining provisions of the Agreement. This Agreement constitutes the entire agreement between You and the Company regarding the Software and its use. No change, waiver or modification of this Agreement will be valid unless it is in writing and is signed by the Company.