PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THE SOFTWARE; AND - PROMPTLY RETURN THE PROGRAM TO THE PARTY FROM WHOM YOU ACQUIRED IT. IF YOU HAVE ALREADY DOWNLOADED THE PROGRAM, YOU MUST DELETE AND UNINSTALL ALL COMPONENTS OF THE PROGRAM, AND CONTACT THE PARTY FROM WHOM YOU ACQUIRED IT.
In this document, Product shall mean Tartabit products, software, and web sites (referred to collectively as the "Product" in this document and excluding any services provided to you by Tartabit under a separate written agreement). Unless otherwise agreed in writing with Tartabit, your agreement with Tartabit will always include, at a minimum, the terms and conditions set out in this document. These terms apply to all resellers, customers and users of the Tartabit Product and supplement the terms of any agreement for the provision of the Product by Tartabit.
"Program" is defined as the following items, including the original and all whole or partial copies: 1) machine-readable instructions and data, 2) components, 3) audio-visual content (such as images, text, recordings, or pictures), 4) related licensed materials, and 5) license use documents or keys, and (6) documentation.
"You" and "Your" refer either to an individual person or to a single legal entity.
This Agreement is the complete agreement between You and Licensor regarding the use of the Program. It replaces any prior oral or written communications between You and Licensor concerning Your use of the Program. Any terms and conditions of a purchase order or other document issued by You in connection with the order of the Product shall be superseded by the terms and conditions of this Agreement.
The Program is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Program is owned by Licensor or a Licensor supplier, and all right, title and interest to the Program belongs to Licensor or its supplier. This Software Program is copyrighted and licensed, not sold.
Licensor grants You a limited, nonexclusive license to use the Program when You lawfully acquire it as part of the Product. The duration of this license may be limited by the terms of your agreement with Licensor relating to the Product.
You may not copy the Program except for one (1) backup copy. All copies of the Program, whether authorized or unauthorized, are subject to the terms and conditions of this Agreement.
IF YOU HAVE BEEN PROVIDED THE PROGRAM FOR INTERNAL EVALUATION, TESTING OR DEMONSTRATION PURPOSES, THE PROGRAM MAY CONTAIN A DISABLING DEVICE THAT WILL PREVENT IT FROM BEING USED AFTER THE EVALUATION PERIOD ENDS. YOU WILL NOT TAMPER WITH THIS DISABLING DEVICE OR THE PROGRAM. YOU SHOULD ALSO TAKE PRECAUTIONS TO AVOID ANY LOSS OF DATA THAT MIGHT RESULT WHEN THE PROGRAM CAN NO LONGER BE USED.
You will ensure that anyone who uses the Program (accessed either locally or remotely) does so only for Your authorized use and complies with the terms of this End-User License Agreement.
You will not, nor will You allow any third party to, ( i ) modify, port, translate, localize, or create derivative works of the Program; (ii) distribute, sell, lend, rent, transfer, convey, modify, decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying user interface techniques or algorithms of the Program by any means whatsoever, for any purpose whatsoever; (iii) grant any sublicense, leases or other rights in the Program to any third party; or (iv) take any action that would cause the Program to be placed in the public domain.
Licensor may terminate Your license if You fail to comply with the terms of this End-User License Agreement or if you fail to comply with the terms of any agreement in place between You and Licensor relating to the Product. If Licensor elects to terminate Your license, You must destroy all copies of the Program and purge them from all memory devices.
SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED, LICENSOR EXCLUDES AND DISCLAIMS ALL WARRANTIES OR CONDITIONS EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, REGARDING THE PROGRAM OR TECHNICAL SUPPORT, IF ANY. THIS EXCLUSION APPLIES TO AND RUNS TO THE BENEFIT OF THE PROGRAM DEVELOPERS AND SUPPLIERS
USE OF THE PRODUCT IN CONNECTION WITH MEDICAL, EMERGENCY, ENVIRONMENTAL, MILITARY, AVIATION, NUCLEAR OR SIMILAR APPLICATIONS THAT REQUIRE FAIL-SAFE TECHNOLOGY IS NOT RECOMMENDED.
Manufacturers, suppliers, or publishers of non-Licensor software programs may provide their own warranties.
Licensor does not provide technical support, unless Licensor specifies otherwise.
Regardless of the basis on which You may be entitled to claim damages from Licensor, (including fundamental breach, negligence, misrepresentation, or other contract or tort claim), Licensor is liable for no more than: 1) damages for bodily injury (including death) and damage to real property and tangible personal property, and 2) the amount of any other actual direct damages up to the charges for the Program that is the subject of the claim. This limitation of liability also applies to the Program developers and suppliers. It is the maximum for which they and Licensor are collectively responsible.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES IS LICENSOR, THE PROGRAM DEVELOPERS OR SUPPLIERS LIABLE FOR ANY OF THE FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY:
LOSS OF, OR DAMAGE TO, DATA;
SPECIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES, OR FOR ANY CONSEQUENTIAL ECONOMIC DAMAGES; OR
LOST PROFITS, BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS.
As a condition to using the Product, each administrative User may be required to register and select a unique password and user name ("User ID"). Reseller or customer will ensure that each of such Users provides accurate, complete, and updated registration information. A User may not ( i ) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than such user without appropriate authorization. If you become aware of any unauthorized use of your password or of your account, you agree to notify Licensor immediately at firstname.lastname@example.org.
User will not use the Product in any manner that (a) infringes the intellectual property rights, rights of publicity or privacy or other proprietary rights of others, including Licensor's trademarks, (b) violates any applicable law, statute, ordinance or regulation, including but not limited to laws and regulations related to export/import, spamming, privacy, consumer and child protection, obscenity or defamation, or (c) is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or similarly offensive.
Except to the extent otherwise mandated by applicable law, User will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Product or any technology related to the Product ("Technology", including any user documentation); modify, translate, or create derivative works based on the Product or Technology; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Product or Technology; use the Product for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels with respect to the Product. Except to the extent otherwise mandated by applicable law, User will not divulge the Technology to any third party and User will not use the Product or Technology or access to them in order to (A) build a competitive product or services, (B) build a product or service using similar ideas, features, functions or graphics of the Product or (C) copy any ideas, features, functions or graphics of the Product. Licensor retains all rights in the Product and Technology.
You shall NOT sell, lease, share, transfer, or sublicense the Product or access or derive income from the use or provision of the Product, whether for direct commercial or monetary gain or otherwise, unless You are licensed as a reseller or the Licensor gives prior, express, written permission.
The Product from licensor may automatically download and install updates from time to time. These updates are designed to improve, enhance and further develop the Product Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Licensor to deliver these to you) as part of your use of the Product Services.
You acknowledge and agree that while Licensor may or may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Product Services or on the amount of storage space used for the provision of any Product Service, such fixed upper limits may be set by Licensor at any time, at Licensor's discretion.
You agree to the use of your data in accordance with Licensor's privacy policies.
You retain copyright and any other rights you already hold in Content which you submit, post or display on or through, the Services.
Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this agreement remain in full force and effect.
You agree to allow Licensor to store and use Your contact information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such information will be processed and used in connection with our business relationship, and may be provided to contractors, Business Partners, and assignees of Licensor for uses consistent with their collective business activities, including communicating with You (for example, for processing orders, for promotions, and for market research).
Neither You nor Licensor will bring a legal action under this Agreement more than two (2) years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.
Neither You nor Licensor is responsible for failure to fulfill any obligations due to causes beyond its control.
This Agreement will not create any right or cause of action for any third party, except that Tartabit, LLC, a supplier to Licensor and the owner of the intellectual property rights related to certain parts of the Program, shall have the right to claim against YOU for any violation of this Agreement which affects the intellectual property rights owned by Tartabit, LLC. Licensor will not be responsible for any third party claims against You except, as permitted by the Limitation of Liability section above, for bodily injury (including death) or damage to real or tangible personal property for which Licensor is legally liable.
Access to the service portion of the Product may be terminated for non-payment.
Export Law Assurance
You may not use or otherwise export or re-export the Tartabit Software except as authorized by United States law and the laws of the jurisdiction in which the Tartabit Software was obtained. In particular, but without limitation, the Tartabit Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria) 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 Tartabit Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
Both You and Licensor consent to the application of the laws of the country in which You acquired the Program license to govern, interpret, and enforce all of Your and Licensor's rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. All of Licensor's rights, duties, and obligations are subject to the courts of the country in which You acquired the Program license.
If the Program is acquired in the United States of America, this Agreement shall be construed in accordance with the substantive laws of the State of New York (without reference to New York's rules regarding conflict of laws). The parties consent to the jurisdiction of the state and federal courts sitting in New York County, New York and agree that such courts shall have exclusive jurisdiction over any dispute arising under or relating to the Agreement.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Support and upgrades for the Program may be available from Licensor or the distributor who provided the Program to You. Access to such support and upgrades may require payment of a fee and agreement to additional terms and conditions. Licensor does not warrant or guarantee that the operability of any of Your applications running with the Program will be maintained with any subsequent or generally available versions of the Program. Although Licensor may try to answer technical support questions You may have regarding Your use of the Program, any such assistance does not obligate Licensor to provide support or maintenance services for the Program. You agree that any information or feedback You may provide to Licensor or its suppliers related to the Program or this Agreement is non-confidential and You grant Licensor and its suppliers a non-exclusive, worldwide, fully paid up, perpetual and irrevocable license to use this information/feedback in Licensor's and its suppliers' business activities without restriction and without payment or accounting to You or any third party.
Notwithstanding the terms and conditions of any other agreement You may have with Licensor or any of its related or affiliated companies or with any of the third parties that provide products ("Third Parties"), the following terms and conditions apply to all "Excluded Components" identified below: (a) all Excluded Components are provided on an "AS IS" basis; (b) LICENSOR AND THIRD PARTIES DISCLAIM ANY AND ALL EXPRESS AND IMPLIED WARRANTIES AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF NON-INFRINGEMENT OR INTERFERENCE AND THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (c) Licensor and Third Parties will not be liable to You or indemnify You for any claims related to the Excluded Components; and (d) Licensor and Third Parties will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Excluded Components.
The following are Excluded Components:
Third Party Code
The Program and future updates and fix packs to the Program may contain certain Third Party components which are provided to You under terms and conditions which are different from this Agreement (a "Third Party License"), or which require Licensor or Third Parties that provide Licensor products to provide You with certain notices and/or information. For each such Third Party component, either Licensor or Third Parties will identify such Third Party component in a "README" file (or in an updated "README" file accompanying the fix pack or update), or in a file or files referenced in such "README" files (and shall include any associated license agreement, notices and other related information therein).
The Third Party component may contain or be accompanied by its own Third Party License (which may, for example, be provided when installing or starting such component, or accompanying such component in a file entitled "README", "COPYING", "LICENSE" or a substantially similar title, or included among the Program's paper documentation, if any).
To the extent so stipulated by a Third Party License governing a Third Party component, such component is licensed directly to You from the component's licensors and not sublicensed from Tartabit, LLC, and such component is subject to its respective Third Party License, not to this License. If, and to the extent, a Third Party License requires that this License effectively impose, or incorporate by reference, certain disclaimers, permissions, provisions, prohibitions or restrictions, then such disclaimers, permissions, provisions, prohibitions or restrictions shall be deemed to be imposed, or incorporated by reference into this License, as required, and shall supersede any conflicting provision of this License, solely with respect to the corresponding Third Party component which is governed by such Third Party License.
If, and to the extent, a Third Party License requires that the source code of its corresponding Third Party component be made available to You, and such source code was not delivered to You with the Program, then Tartabit, LLC hereby extends a written offer, valid for the period prescribed in such Third Party License, to obtain a copy of the source code of the corresponding Third Party component, from Tartabit, LLC. To take up this offer, contact Tartabit, LLC at: email@example.com.
Your use of such Program in which such Third Party components are used, included or integrated, constitutes your acceptance of their respective Third Party Licenses.
The Program may contain some or all of the following third party components:
For trademark and copyright statements, see Notices.
Unless terminated under this Agreement, this Agreement shall continue in effect indefinitely.
Licensor or its supplier may terminate this Agreement if you fail to comply with any of the terms and conditions of this Agreement.
On termination of this Agreement for any reason, all your rights granted under this Agreement shall be automatically terminated and you shall promptly cease to use all the Program and, at your costs, i) shall promptly return all copies of the Program to Licensor or its supplier or ii) shall promptly destroy all copies of the Program and submit to Licensor or its supplier a certificate testifying that all copies of the Program have been destroyed.