End user agreement for Fruit Fall
THIS SOGOPLAY LTD. LICENSE AGREEMENT ("LICENSE AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU AND SOGOPLAY LTD. ("SOGOPLAY") FOR THE SOFTWARE PRODUCT. BY COMPLETING INSTALLATION AND FURTHER USING THE SOFTWARE PRODUCT, YOU ARE AGREEING WITHOUT CONDITION TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, EVEN IF THIS LICENSE AGREEMENT IS IN ANY WAY FOUND TO BE A MODIFICATION OF ANY PREVIOUS AGREEMENT OR ARRANGEMENT. IN THE EVENT YOU READ AND DO NOT ACCEPT THE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT DO NOT USE THE SOFTWARE PRODUCT. INSTEAD, RETURN THE SOFTWARE PRODUCT TO THE PLACE YOU OBTAINED IT FOR A FULL REFUND. CONTACT SOGOPLAY "CUSTOMER SERVICES" USING THE ADDRESS PROVIDED IN SECTION 8. BELOW. DefinitionsThe following terms in quotation marks have the meanings provided immediately following them throughout this License Agreement. "Software Product" means SoGoPlay's computer software product identified above, herein or in the accompanying documentation, together with associated media, printed materials, and "online" or electronic documentation; the Software Product includes without limitation any and all executable files, add-ons, templates, filters, tutorials, help files and other files that accompany the product, but specifically excludes any Third Party Software; "Third Party Software" means software owned and licensed by any party other than SoGoPlay. "Use" means storing, loading (whether into temporary memory (e.g., RAM) or into permanent memory (e.g., hard disk, CD-ROM, DVD, Secure Digital Card, or other storage device)), installing, executing or displaying the Software Product. "You" means the company, entity or individual whose funds are used to pay the license fee or who has otherwise lawfully acquired the Software Product.1. Grant of Licensea. Software Product. SoGoPlay grants You the non-exclusive, non-sub licensable, limited license to do the following with the Software Product:b. Use one copy of the Software Product in object code internally on a computer that You own or control (but only while under Your control), subject to the terms and conditions of this License Agreement.2. Ownership of Software Product; Reservation of Rights. All title to and ownership of the Software Product and all intellectual property rights therein remain solely with SoGoPlay and its suppliers or licensors and are protected by national and international patent and copyright laws and international treaties, as well as other intellectual property laws and treaties: You agree You shall not claim or in any way permit or assist others in claiming any right, title or interest to the Software Product or such intellectual property rights therein. SoGoPlay only is licensing the Software Product to you, and is not selling the Software Product to you. All rights not specifically granted under this License Agreement, including the right to correct the Software Product, are reserved by SoGoPlay, and this Agreement will not be construed to grant by implication, estoppels or otherwise any right or license not expressly granted in this Agreement. 3. Certain Limitations on and Requirements for Use of Software Producta. No Unauthorized Copies. You must treat the Software Product like any other copyrighted materials (e.g., a book or musical recording). You may not make additional copies of the Software Product. You may not copy or distribute copies of the printed materials accompanying the Software Product.b. Restrictions. You acknowledge that the Software Product includes confidential trade secrets of SoGoPlay. You agree not to reverse-engineer, decompile or disassemble the Software Product, or make any attempt to discover the source code to the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. Except as expressly permitted in this License Agreement, the Software Product may not be Used, copied, translated, redistributed, retransmitted, published, sold, rented, leased, marketed, sublicensed, pledged, assigned, disposed of, encumbered, transferred, altered, modified or enhanced, whether in whole or in part, nor may You create any derivative works from or based on the Software Product. You may not remove or obscure any proprietary notices, marks or labels on the Software Product. c. Protection from Unauthorized Use; Reports and Audit Rights. You will take adequate steps to protect the Software Product from unauthorized Use, and You will institute reasonable measures to ensure compliance with the terms and conditions of this License Agreement, including without limitation informing all authorized users of the Software Product of the terms and conditions of this License Agreement. You will promptly notify SoGoPlay of any unauthorized Use of the Software Product of which You become aware, and You will take reasonable steps to promptly terminate such unauthorized Use. Upon SoGoPlay's request, You agree to provide reports relating to Your Use of the Software Product as reasonably necessary to demonstrate Your compliance with the terms and conditions of this License Agreement. d. Upgrades. If the Software Product is identified as an "upgrade", in order to Use the Software Product You must be properly licensed to Use a product, whether from SoGoPlay or another supplier, that is specified by SoGoPlay as being eligible for the upgrade. A Software Product identified as an upgrade replaces or supplements the product that formed the basis for Your eligibility for the upgrade. If the Software Product is an upgrade from a component of a package of software programs which You licensed as a single product, the Software Product may be Used or transferred only as part of that single product package and may not be separated for Use on another computer.4. Support ServicesSoGoPlay may provide You with either customer or technical support services or both related to the Software Product ("Support Services"). Support Services are provided only in accordance with SoGoPlay's standard policies and programs described in the user manual, in "online" or electronic documentation, and/or in other SoGoPlay-provided materials. SoGoPlay may modify or terminate such policies and programs. Any supplemental software code provided to You under Support Services shall be considered part of the Software Product, subject to the terms and conditions of this License Agreement. You consent to SoGoPlay's use of any technical information You provide as part of the Support Services for its business purposes, including product support and development, provided SoGoPlay does not utilize such technical information in a manner that personally identifies You.5. Disclaimer; High Risk Activitiesa. Due to the large variety of potential applications for the Software Product, the Software Product has not been tested in all situations under which it may be Used. SoGoPlay shall not be liable in any manner whatsoever for results obtained through the Use of the Software Product. You agree that You are solely responsible for determining whether the Software Product is appropriate in Your specific situation in order to achieve Your intended results. b. The Software Product is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the Software Products Components could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). SOGOPLAY AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.6. Transfer of Software ProductYou may transfer all Your rights under this License Agreement on a permanent basis only, provided You retain no copies, You transfer the License Agreement, the corresponding serial number (if applicable) and all of the Software Product (including without limitation all component parts, media and printed materials, and any upgrades) and the recipient agrees to all the terms and conditions of this License Agreement. If the Software Product is an upgrade product, any transfer must include the latest release, all prior versions and any prior products used to obtain the Software Product.7. TerminationThis License Agreement is in effect until terminated. You may terminate it at any time by destroying the Software Product (including without limitation all component parts, media and printed materials, and any upgrades) and all copies You have made. Unauthorized copying or duplication of the Software Product will result in automatic termination of this License Agreement. Without prejudice to any other rights, SoGoPlay may terminate this License Agreement upon written notice to You if materially breach any term or condition of this License Agreement. Upon termination of this License Agreement, You agree to destroy the Software Product (including without limitation all component parts, media and printed materials, and any upgrades) and all copies You have made. 8. US Government Restricted RightsIf used or acquired by the US Government, the US Government acknowledges that (a) the Software Product constitutes "commercial computer software" or "commercial computer software documentation" for purposes of 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-3, as applicable, and (b) the US Government's rights are limited to those specifically granted pursuant to this License Agreement. The contractor/manufacturer is SoGoPlay Ltd., 8th Floor, The Lexicon, 10-12 Mount Street, Manchester M2 5NT, UK.9. Export Restrictions You may not export or re-export the Software Product or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software Product or underlying information or technology may be exported or re-exported (a) into (or to a national or resident of) Angola, Bosnia-Herzegovina, Croatia, Cuba, Iran, Iraq, Liberia, Libya, Macedonia, Montenegro, North Korea, Rwanda, Serbia, Somalia, Sudan, Syria or any other nation to which export or re-export of the Software Product is prohibited by applicable law, or (b) to anyone on the US Treasury Department's list of Specially Designated Nationals or the US Commerce Department's Table of Deny Orders, as such countries, lists and orders may be amended or modified from time to time. By Using the Software Product, You are specifically agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any such country or on any such list.10. Third Party SoftwareThird Party Software Generally. If You receive Third Party Software in connection with the Software Product, You will comply with all of the terms and conditions of the license agreement(s) for such Third Party Software, copies of or excerpts for which are included in this Section 10 or enclosed with or otherwise accompany the Software Product. You agree to look solely to the developers and manufacturers of such Third Party Software with regard to any warranty, maintenance or other support regarding the same. SOGOPLAY PROVIDES THE THIRD PARTY SOFTWARE "AS IS," "WITH ALL FAULTS, ERRORS, OMISSIONS, DEFECTS AND DEFICIENCIES," AND WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING). 11. Entire Agreement; Governing Lawa. This License Agreement constitutes the entire agreement between SoGoPlay and You with regard to the subject matter hereof and supersedes any and all prior agreements, understandings and representations, whether written or oral, concerning the subject matter of this License Agreement. This License Agreement shall not be modified except by a written notice issued by a duly authorized representative of SoGoPlay or as provided in the next succeeding paragraph. SoGoPlay will not be bound by, and specifically objects to, any provision proffered by You in any purchase order, receipt or other document, that is different from or in addition to the provisions of this License Agreement, whether or not such provisions materially alters the terms of this License Agreement. b. Nothing in this License Agreement is intended to exclude, modify or restrict the operation of any applicable statute or other law, the provisions of which cannot lawfully be excluded, modified or restricted. If any court of competent jurisdiction determines that a provision of this License Agreement is illegal, invalid or unenforceable in any jurisdiction, then such provision shall be deemed modified to the minimum extent necessary to make it comply with the applicable statute or law of such jurisdiction, and the remaining provisions of this License Agreement shall continue in full force and effect. Any such modification shall not effect any provisions of this License Agreement in any other jurisdiction where this License Agreement governs the Use of the Software Product.c. THIS LICENSE AGREEMENT IS MADE BY SOGOPLAY LTD.. AND IS GOVERNED BY THE LAWS OF THE UNITED KINGDOM (UK), EXCEPT FOR THAT BODY OF LAW DEALING WITH CONFLICTS OF LAW, AND SPECIFICALLY EXCLUDES THE 1980 UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS OR ANY SUCCESSOR THERETO.12. Disclaimer of All Warranties and Limitations of Liabilitya. No Warranties. THE SOFTWARE PRODUCT IS LICENSED TO YOU "AS IS" AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOGOPLAY AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND THOSE ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING) CONCERNING THE SOFTWARE PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOGOPLAY, ITS AGENTS, DEALERS, DISTRIBUTORS OR EMPLOYEES SHALL INCREASE THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY OTHER WARRANTIES.SOGOPLAY DOES NOT WARRANT THAT THE SOFTWARE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SOFTWARE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE. SOGOPLAY IS NOT RESPONSIBLE FOR PROBLEMS CAUSED BY CHANGES IN THE OPERATING CHARACTERISTICS OF COMPUTER HARDWARE OR COMPUTER OPERATING SYSTEMS WHICH ARE MADE AFTER THE RELEASE OF THE SOFTWARE PRODUCT, NOR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE PRODUCT WITH NON-SOGOPLAY SOFTWARE PRODUCTS. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to You. The Limited Warranty gives You specific legal rights. You may have others, which vary by jurisdiction.b. No Liability for Damages. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SOGOPLAY NOR ITS SUPPLIERS (OR THEIR RESPECTIVE AGENTS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES) SHALL BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, ECONOMIC, PUNITIVE OR SIMILAR DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, LOSS OF BUSINESS INFORMATION OR ANY AND ALL OTHER COMMERCIAL OR PECUNIARY DAMAGES OR LOSSES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, HOWEVER CAUSED AND ON ANY LEGAL THEORY OF LIABILITY (WHETHER IN TORT, CONTRACT OR OTHERWISE), EVEN IF SOGOPLAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. YOU ACKNOWLEDGE THAT THE LICENSE FEE REFLECTS THIS ALLOCATION OF RISK. In any event, if any statute implies warranties or conditions not stated in this License Agreement, SoGoPlay's entire liability under any provision of this License Agreement shall be limited to the greater of the amount actually paid by You to license the Software Product, or, in the case of Support Services, providing such Support Services again or refunding the cost thereof. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.13. YOUR INDEMNIFICATION OF SOGOPLAY. You agree to indemnify, defend and hold SoGoPlay harmless from all damages, liabilities and expenses incurred by SoGoPlay as a result of any claim, or judgment against SoGoPlay by any third party arising out of, or connected in any manner with, distribution or use of Value Added Solution created by You through the use of Software Product or arising out of breach of this License Agreement. If SoGoPlay receives notice of such a claim, SoGoPlay will promptly notify You in writing and allow You sole control of the defense of any such claim or action and all negotiations for its settlement and compromise, provided You give adequate assurances that You have the ability to and will diligently pursue resolution of the claim.14. Language. The parties have expressly required that this License Agreement be drawn up in the English language/Les parties aux presentes ont expressment exige que la presente conventions soient redigees en la langue anglaise.SoGoPlay Ltd.,8th Floor, The Lexicon,10-12 Mount Street,Manchester M2 5NT, UK.