VOICENT COMMUNICATIONS, INC

END-USER LICENSE AGREEMENT

HEADING_TITLE
 

 

This End-User License Agreement (EULA) for Voicent software product is a legal AGREEMENT between you (either an individual person or a single legal entity, who will be referred to in this EULA as "You") and Voicent Communications, Inc. for the Voicent software product that accompanies this EULA, including any associated media, printed materials and electronic documentation (the "Software Product"). The Software Product also includes any software updates, add-on components, web services and/or supplements that Voicent may provide to You or make available to You after the date You obtain Your initial copy of the Software Product to the extent that such items are not accompanied by a separate license agreement or terms of use. By installing, copying, downloading, accessing or otherwise using the Software Product, You agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, then DO NOT install, access or use the SOFTWARE PRODUCT.

SOFTWARE PRODUCT LICENSE

The Software Product is protected by intellectual property laws and treaties. The Software Product is licensed, not sold. SHAREWARE SOFTWARE: For all shareware Software the clauses in “Section A” apply.  FULL LICENSED SOFTWARE: For all Full Licensed Software (whether that be through the application of a license to a shareware version of the product or by the direct purchase of a licensed product), the clauses in “Section B” apply.

A.    SHAREWARE SOFTWARE

VOICENT IS WILLING TO LICENSE THE DOWNLOADABLE, SHAREWARE SOFTWARE (the "SOFTWARE") TO YOU ON THE CONDITION THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (THIS "AGREEMENT"). BY CLICKING ON THE "I ACCEPT" BUTTON OR BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN DO NOT PROCEED ANY FURTHER AND CLICK THE "I DO NOT ACCEPT" BUTTON BELOW.

GENERAL TERMS AND CONDITIONS

1. SHAREWARE

You may install the Software on Your computer system and use the Software pursuant to the terms of this Agreement. You may not sell the Software Product or transfer it for value. You will not translate, modify, adapt, decompile, disassemble or reverse engineer the Software. Since this is shareware Software, portions of the full use version of the Software may be withheld or unusable and use of the Software may require accessing portions of the Software remotely through the Internet. Full use of the Software may be restricted by technological protections. You agree not to use the Software in violation of any law, statute, ordinance or other regulation (including export control and unfair competition laws) or any obligation to which You are bound. You agree to comply with all applicable laws and regulations regarding Your use of the Software. You agree to indemnify Voicent from and against any liability that Voicent may incur arising from Your use of the Software.

2. OWNERSHIP

All patents, copyrights, trade secrets and other proprietary rights in or related to the Software are and will remain the exclusive property of Voicent, whether or not specifically recognized or perfected under the laws of the country where the Software is located. You hereby assign and agree to assign any and all rights You may have or acquire in or to the Software to Voicent for no additional consideration. You will not take any action that jeopardizes Voicent's or its licensors' proprietary rights or acquire any rights in the Software, except the limited use right specified in Section 1. Voicent or its designee will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or development thereof.  At Voicent's request, You will execute or obtain the execution of any instrument that may be appropriate to assign these rights to Voicent or its designee or to perfect these rights in Voicent's or its designee's name.

3)        COPYRIGHT AND TRADEMARKS.

a)        All title, trademarks and copyrights in and pertaining to the Software Product, the accompanying printed materials, and any copies of the Software Product, are owned or licensed by Voicent or its affiliated companies. The Software Product is protected by copyright and trademark laws and international treaty provisions. You may make one copy of the Software Product for back-up and archival purposes.  You may not copy the printed materials accompanying the Software Product.

b)        You may not remove, modify or alter any Voicent copyright or trademark notice from any part of the Software Product, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Voicent ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software Product.

4.  DISCLAIMER OF WARRANTY

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY VOICENT OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

4.  DISCLAIMER OF DAMAGES

UNDER NO CIRCUMSTANCES WILL VOICENT, ITS LICENSORS OR THEIR RELATED COMPANIES BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT OR SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THE CLAIMS OF ANY THIRD PARTY, WHETHER BASED ON THIS AGREEMENT, ANY COMMITMENT PERFORMED OR UNDERTAKEN UNDER ON OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

5.  RESTRICTED RIGHTS.

The Software is provided with restricted rights.  Use, duplication or  disclosure by the government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable.

By clicking the I Accept box below or by installing or using the Software, You agree to be bound by the terms and conditions of this Agreement.

 

B. FULL LICENSED SOFTWARE

1)        GRANT OF LICENSE.

This Section of the EULA describes your general rights to install and use the Software Product.  The license rights described in this section are subject to all other terms and conditions of this EULA.

a)        General License Grant to Install and Use Software Product. You may install and use one copy of the Software Product on a single computer but only for use in the number of written language(s) that you selected at time of first installation and in which you have acquired rights.

b)        Alternative License Grant for Storage/Network Use. As an alternative to the rights granted in the previous section, You may install a copy of the Software Product on one storage Device, such as a network server, and allow individuals within Your business or enterprise to access and use the Software Product from other Devices over a private network, provided that you acquire and dedicate a license for the storage Device upon which the Software Product is installed and each separate Device from which the Software Product is accessed and used.  A license for the Software Product may not be used concurrently on different Devices.

c)        License Pack/Corporate Site License. If you have acquired this Software Product in an Voicent License Pack or Corporate Site License Agreement, you may make the number of additional copies of the computer software portion of the Software Product as defined on that EULA, and you may use each copy in the manner specified above.

2)        DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

a)        Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not modify, reverse engineer, decompile, or disassemble the Software Product.

b)        No rental, leasing or commercial hosting.  You may not rent, lease, lend or provide commercial hosting services to third parties with the Software Product.  In all cases, goods remain the property of Voicent until payment in full is received.

c)        Software Transfer. You may not transfer any of your rights under this EULA to another user.

d)        Support Services. Voicent may provide you with support services related to the Software Product (“Support Services”). The provision and use of Support Services is governed by the Voicent policies and programs described in the Software Product user manual and/or in “online” documentation. Any supplemental software code provided to you as part of the Support Services shall be considered part of the Software Product and subject to the terms and conditions of this EULA. With respect to technical information you provide to Voicent as part of the Support Services, Voicent may use such information for its business purposes, including for product updates and development.

e)        Termination. Without prejudice to any of Voicent’s other rights, Voicent may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy any and all copies of the Software Product and all of its component parts.

3)        UPGRADES and SUBSCRIPTION. If the Software Product is labeled or otherwise identified by Voicent as an “upgrade” or “subscription,” you must be properly licensed to use a product identified by Voicent as being eligible for the upgrade in order to use the Software Product. A Software Product, labeled or otherwise identified by Voicent as an upgrade, replaces and/or supplements the product that formed the basis for your eligibility for such upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the Software Product is an upgrade of a component of a package of software programs that you licensed as a single product, the Software Product may be used only as part of that single product package and may not be separated for use on more than one computer.

4)        COPYRIGHT AND TRADEMARKS.

a)        All title, trademarks and copyrights in and pertaining to the Software Product, the accompanying printed materials, and any copies of the Software Product, are owned or licensed by Voicent or its affiliated companies. The Software Product is protected by copyright and trademark laws and international treaty provisions. You may make one copy of the Software Product for back-up and archival purposes.  You may not copy the printed materials accompanying the Software Product.

b)        You may not remove, modify or alter any Voicent copyright or trademark notice from any part of the Software Product, including but not limited to any such notices contained in the physical and/or electronic media or documentation, in the Voicent ‘about’ boxes, in any of the runtime resources and/or in any web-presence or web-enabled notices, code or other embodiments originally contained in or otherwise created by the Software Product.

5)        DUAL-MEDIA SOFTWARE. You may receive the Software Product in more than one medium. Regardless of the type or size of the medium you receive, you may use only that one medium that is appropriate for your single computer. You may not use or install the other medium on another computer, including but not limited to portable computers under the exclusive control of the registered user.  You may not loan, rent, lease, or otherwise transfer the other medium to another user.

6)        U. S. GOVERNMENT RESTRICTED RIGHTS. The Software Product and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the U. S. Government is subject to restrictions as set forth in subparagraph C (1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.

7)        DISCLAIMER OF WARRANTY

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY VOICENT OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED.

8)        DISCLAIMER OF DAMAGES

UNDER NO CIRCUMSTANCES WILL VOICENT, ITS LICENSORS OR THEIR RELATED COMPANIES BE LIABLE TO YOU FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT OR SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS OR THE CLAIMS OF ANY THIRD PARTY, WHETHER BASED ON THIS AGREEMENT, ANY COMMITMENT PERFORMED OR UNDERTAKEN UNDER ON OR IN CONNECTION WITH THIS AGREEMENT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

By clicking the I Accept box below or by installing or using the Software, You agree to be bound by the terms and conditions of this Agreement.

9)        BILLING & SUBSCRIPTIONS

By starting your Voicent Subscription, you are expressly agreeing that we are authorized to charge you a monthly subscription fee at the then current rate, and any other charges you may incur in connection with your use of the Voicent service to the Payment Method you provided during registration (or to a different Payment Method if you change your account information). Please note that prices and charges are subject to change with notice. As used in these Terms of Use, "billing & subscriptions" shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of the paying portion of your subscription and each month thereafter unless and until you cancel your subscription. We automatically bill your Payment Method each month on the calendar day corresponding to the commencement of your paying subscription. Subscription charges are fully earned upon payment. In the event your paying subscription began on a day not contained in a given month, we bill your Payment Method on the last day of such month. For example, if you started your Voicent subscription on January 31st, your next payment date is February 28th and your Payment Method would be billed on that date. You acknowledge that the amount billed each month may vary from month to month for reasons that may include differing amounts due to promotional offers and/or changing or adding a service, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or related charges. Check with your bank and credit card issuers for details.

10)        ELECTRONIC SIGNATURE

I (we) understand and agree that my (our) selection of the checkbox to register for "Voicent Subscription" constitutes an electronic signature that will be treated in all respects as having the same legal effect as an original hadnwritten signature; that the information I (we) have provided is true and accurate; that I (we) have read, understand, accept and agree to this Customer Agreement and Authorization Checkbox for Automatic Payment(s), and that I (we) are duly authorized to bind the customer of record to the special terms of use concerning "Voicent Subscriptions" contained herin, in addition to the general "Terms of Service" for the "30 Day Billing" service. Right to Terminate We reserve the right to terminate or restrict your use of our service, without notice, for any or no reason whatsoever.

11)        RECURRING SUPPORT

I (we) understand and agree that the recurring support service is limited to 1 phone support session a month, unlimited email support, and 1 license transfer a month. Any phone support sessions or license transfers not used will not be carried over to the next month.