LICENSED APPLICATION END USER LICENSE AGREEMENT (EULA)
The Products transacted through the Service are licensed, not sold, to You for use only under the terms of this license, unless a Product is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to Your prior acceptance of that separate license agreement. The licensor ("Application Provider") reserves all rights not expressly granted to You. The Product that is subject to this license is referred to in this license as the "Licensed Application."
a. Scope of License: This license granted to You for the Licensed Application by Application Provider is limited to a non-transferable license to use the Licensed Application on any iPhone or iPod touch that You own or control and as permitted by the Usage Rules set forth in Section 9.b. of the App Store Terms and Conditions (the "Usage Rules"). This license does not allow You to use the Licensed Application on any iPod touch or iPhone that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Licensed Application, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Application Provider and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Application Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.
b. Consent to Use of Data: You agree that Application Provider may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. Application Provider may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You.
c. Termination. The license is effective until terminated by You or Application Provider. Your rights under this license will terminate automatically without notice from the Application Provider if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.
d. Services; Third Party Materials. The Licensed Application may enable access to Application Provider's and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of service.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, You acknowledge and agree that the Application Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Application Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, You should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Application Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the iPhone or iPod touch are not available in all languages or in all countries. The Application Provider makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Application Provider, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Application Provider be liable for the removal of or disabling of access to any such Services. The Application Provider may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
e. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. APPLICATION PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
f. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL APPLICATION PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER 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 Application Provider's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
g. You may not use or otherwise export or re-export the Licensed Application except as authorized by United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application 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 Licensed Application, 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 these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
h. The Licensed Application 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.
i. The laws of the State of California, excluding its conflicts of law rules, govern this license and your use of the Licensed Application. Your use of the Licensed Application may also be subject to other local, state, national, or international laws.
ADDENDUM TO LICENSED APPLICATION END USER LICENSE AGREEMENT (1)
The Licensed Application transacted through the Services is subject to the Licensed Application End User License Agreement (the "EULA"). The Licensed Application contains and/or uses certain software components ("Software") licensed by KulTek, LLC ("KulTek") from Loquendo S.p.A., an Italian company having a principal place of business at Via Arrigo Olivetti 6, 10148 Torino, Italy ("Loquendo"). Collectively, Loquendo and KulTek are referred to herein as "Application Provider's Licensors". This Addendum to the EULA (the "Addendum") contains additional terms and conditions that apply to the Software and is hereby incorporated into the EULA. Use of the Software constitutes your acceptance of the EULA, including this Addendum. If there is any conflict between the provisions set forth in the main body of the EULA and this Addendum, the provisions of this Addendum will prevail to the extent the matter relates to the Software. Otherwise, the provisions set forth in the main body of the EULA will prevail.
1. Reservation of Rights
1.1 All rights, ownership, title and interest in the Software copy embedded in the Licensed Application, and any portion thereof (including any portion embedded in any Audio File created thereby) the related instructions, databases, and technology embedded therein or upon which it is based, and the related patent rights, copyrights, trade secrets, trademarks and all other related intellectual property rights are and shall remain exclusively with the Application Provider's licensor (i.e. Loquendo) and no rights or licenses are granted to you thereunder, by implication, estoppel or otherwise, except for the use license rights expressly set forth in Clause 2 below.
1.2 You shall not cancel, modify or obliterate the copyright notices, trademark notices or other proprietary notices included in the Software copy.
1.3 Without prejudice to the generality of the foregoing provisions, you shall not (i) copy, modify, disassemble or decompile, in whole or in part the Software, nor otherwise analyze its codes or logical structure, (iii) use the Software to generate any Audio File whose contents are harmful, threatening, tortious, abusive, defamatory, vulgar, obscene, libelous, hateful or infringe any third party right or are otherwise unlawful or (iii) publicly execute, duplicate, distribute, divulge, disseminate, transmit or broadcast, or otherwise use for commercial or business purposes in any way, form or code, and by any means any Audio Files generated by the use of the Software.
2. Use license
Subject to the conditions hereof, you shall have the personal, non-transferable and non-exclusive right to use the copy of the Software and of any Audio File generated thereby solely as an embedded part of the corresponding Licensed Application delivered to you by or on behalf of the Application Provider and solely for your personal (not for profit) use.
3. Transfer of the License
You may not rent, lease or sublicense or otherwise transfer the Software copy, except for its definitive transfer in connection with the definitive transfer of the Licensed Application in which it is embedded, provided that the transferee shall abide by the terms and conditions hereof.
4. Absence of Application Provider's Licensors' warranties, services obligations and liabilitiesYOU ACKNOWLEDGE AND AGREE THAT (I) NO WARRANTY SHALL BE GIVEN BY APPLICATION PROVIDER'S LICENSORS OF THE SOFTWARE TO YOU WITH RESPECT TO THE SOFTWARE AND, TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR PURPOSES, UNINTERRUPETED USE, ABSENCE OF ERRORS, DEFECTS OR INFRINGEMENT OF THIRD PARTY RIGHTS, ARE EXPRESSLY EXCLUDED BY APPLICATION PROVIDER'S LICENSORS, (II) APPLICATION PROVIDER'S LICENSORS SHALL HAVE NO OBLIGATION TO PROVIDE YOU WITH SUPPORT AND TECHNICAL ASSISTANCE SERVICES RELATING TO THE USE AND MAINTENANCE OF THE SOFTWARE OR THE LICENSED APPLICATION IN WHICH IT IS EMBEDDED, AND YOU SHALL REFER SOLELY TO APPLICATION PROVIDER FOR ANY SUCH SERVICES REQUESTED BY IT AND (III) IN NO CASE SHALL APPLICATION PROVIDER'S LICENSORS BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, LOSS OF PROFIT OR LOSS OR REVENUES.
5. License Termination
The license granted hereunder shall be deemed automatically terminated, without prejudice to the right of Application Provider and Application Provider's Licensors to be indemnified of their damages and any other their right and remedy in the event you breach any provisions hereof relevant to the Software. Upon any such termination you shall forthwith cease any further use of the Software.
6. Application Provider's licensor as third party beneficiary of the provisions hereof
You acknowledge and agree that in addition to Application Provider, Application Provider's Licensors shall have the right to enforce the provisions of this Addendum against you.
ADDENDUM TO LICENSED APPLICATION END USER LICENSE AGREEMENT (2)
The Licensed Application transacted through the Services is subject to the Licensed Application End User License Agreement (the "EULA"). The Licensed Application contains and/or uses certain software components ("Software") licensed by KulTek, LLC ("KulTek") from NeoSpeech, a California corporation, with its principal place of business located at 4800 Great America Parkway, Suite 280, Santa Clara, CA 95054 ("NeoSpeech"). This Addendum to the EULA (the "Addendum") contains additional terms and conditions that apply to the Software and is hereby incorporated into the EULA. Use of the Software constitutes your acceptance of the EULA, including this Addendum. If there is any conflict between the provisions set forth in the main body of the EULA and this Addendum, the provisions of this Addendum will prevail to the extent the matter relates to the Software. Otherwise, the provisions set forth in the main body of the EULA will prevail.
YOU MAY NOT HOST ONLINE SERVICES USING THE SOFTWARE OR DISTRIBUTE AUDIO OUTPUT OF THE SOFTWARE WITHOUT A SEPARATE WRITTEN AGREEMENT WITH NEOSPEECH. PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY. THE PROGRAM IS COPYRIGHTED AND IS LICENSED (NOT SOLD) TO YOU BY NEOSPEECH, INC., A CALIFORNIA CORPORATION ("NEOSPEECH"). BY PRESSING THE "ACCEPT" BUTTON AT THE END OF THIS LICENSE, YOU ARE ACCEPTING AND AGREEING TO THIS AGREEMENT'S TERMS. THIS LICENSE SHALL APPLY TO ALL PRODUCTS, UNLESS REPLACED BY NEOSPEECH.
1. License Grant. NeoSpeech grants to you, and you accept, a nonexclusive license to use the Software, in object code only, on a single computer owned, leased, or otherwise controlled by you, and to use the Software only as authorized under this Agreement. Transfer to another computer, concurrent use on two or more computers is not permitted, and shall not be done without NeoSpeech's written permission or payment of additional license fees. You agree that you will not assign, sublicense, transfer, pledge, lease, rent, or share your rights under this License Agreement. In no event may you distribute the software. You agree that you may not reverse assemble, reverse compile, or otherwise translate the Software.
2. NeoSpeech's Rights. You acknowledge and agree that the Software are proprietary information of NeoSpeech, and are protected under United States and international copyright law. You further acknowledge and agree that all rights, title, and interest in and to the Software, including all associated intellectual property rights, belong to, and shall remain with NEOSPEECH. This License Agreement does not convey to you an interest in or to the Software, but only a limited right of use, which is revocable, in accordance with the terms of this Agreement.
4. Term. This License Agreement is effective upon your installation of the Software, and shall continue until this Agreement is terminated. You may terminate this License Agreement at any time by deleting the Software from your computer and deleting all audio output generated by the software. NeoSpeech may terminate this License Agreement upon your breach of this Agreement. Upon such termination by NeoSpeech, you agree to delete the Software and all its audio outputs, and to certify in writing to NeoSpeech that you have destroyed all copies in your possession.
5. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE AND RELATED SERVICES ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND NEOSPEECH HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE AND RELATED SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NEOSPEECH DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE AND RELATED SERVICE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE AND RELATED SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE AND RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE AND RELATED SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NEOSPEECH OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
6. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL NEOSPEECH BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE AND RELATED SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF NEOSPEECH 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 NeoSpeech's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed $25.00. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
7. Indemnity. You shall indemnify and hold NeoSpeech and its parents, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents, harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys' fees and costs) arising out of or in connection with your use of the Software and related services or breach of this Agreement.
8. Export. The Software may be subject to United States export controls. By downloading the Software, you warrant that you are not located in any country, or exporting the Software to any person or place, to which the United States has embargoed goods.
9. Trademarks. All logos, Product names and designs are trademarks of NeoSpeech. No right, license, or interest to any such trademark is granted under this Agreement, and you agree that no such right, license, or interest shall be asserted by you with respect to such trademark.
10. Governing Law. This License Agreement shall be construed and governed in accordance with the laws of the State of California, with venue expressly agreed by you to be in Santa Clara County, California.
11. Costs of Litigation. If any action is brought by either party to this License Agreement against the other party regarding this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys' fees and expenses of litigation.
12. Severability. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
13. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.