End user agreement for Hot Lingo
HOT LINGO EVALUATION PRODUCT LICENCE
WARNING: PERMISSION TO USE THIS SOFTWARE IS CONDITIONAL UPON YOU, THE CUSTOMER, AGREEING TO THE TERMS SET OUT BELOW. BY AGREEING TO DOWNLOAD THE HOT LINGO SOFTWARE. YOU AGREE TO THE TERMS OF THIS LEGAL AGREEMENT. PLEASE BE SURE THAT YOU READ CAREFULLY AND UNDERSTAND THE TERMS OF THIS AGREEMENT WHICH INCLUDES RIGHTS FOR AND RESTRICTIONS ON BOTH PARTIES.
IF YOU CLICK THE "YES" BUTTON YOU ACCEPT ALL THE TERMS OF THIS LICENCE AND AGREE THAT YOU WISH TO BECOME LICENSEE OF THE SOFTWARE. ACCEPTANCE SHALL BIND YOU AND ALL OF YOUR EMPLOYEES, AGENTS, AND ASSIGNEES TO THE TERMS OF THIS LICENCE. IF YOU DO NOT WISH TO ACCEPT THE TERMS, DO NOT CLICK "YES", BUT CLICK "NO".
THIS SOFTWARE WILL NOT INSTALL ON YOUR COMPUTER UNLESS AND UNTIL YOU ACCEPT THE TERMS OF THIS AGREEMENT.
1.1 You, as licensee ("you"); and
1.2 REDHOTIP.COM CORPORATION of the British Virgin Islands ("REDHOTIP.COM").
2.1 Pursuant to this licence, you acquire a non-exclusive right to:
(a) "Use" the Hot Lingo Spell Checker program which you are about to download and install ("HOT LINGO");
(b) "Copy" HOT LINGO; and
(c) "Store" HOT LINGO
all strictly as defined in, and in accordance with the provisions of this licence.
2.2 In this agreement the following words have the following meanings and restrictions:
(a) "Use". You may download, install, use, access, display, run, or otherwise interact with one copy of HOT LINGO, on a single computer, workstation, terminal, handheld PC, pager, mobile phone, "smart phone," or other digital electronic device ("Computer").
(b) "Copy". The primary user of the Computer on which HOT LINGO is installed may make a second copy for his or her exclusive use on a portable computer. You may also copy, post and otherwise distribute HOT LINGO; provided that you keep the software intact in all its aspects and do not delete or revise any portion of such software, and provided the software is to be used in accordance with this Agreement.
(c) "Store". You may also store or install a copy of HOT LINGO on a storage device, such as a network server, used only to run HOT LINGO on your other Computer over an internal network; provided you acquire and dedicate a license for each separate Computer on which HOT LINGO is used from the storage device. A license for HOT LINGO may not be shared or used concurrently on different Computers.
(d) "HOT LINGO" means the HOT LINGO evaluation software, and includes the accompanying computer software, and may include associated media, printed materials and any "online" or electronic documentation ("related documentation").
3.1 This licence extends to any related documentation. The documentation may not be copied, modified or used in any way not contemplated or expressly authorised by this agreement.
4. Licencee's Obligations
4.1 You hereby undertake the following obligations:
(a) to not copy, reproduce, translate, adapt, vary or modify HOT LINGO without the express consent of REDHOTIP.COM, except as expressly authorised by this agreement;
(b) to not rent or lease or lend HOT LINGO.
(c) to supervise and control the use of HOT LINGO in accordance with the terms of this licence;
(d) to ensure its employees, sub-contractors and other agents who have authorised access to HOT LINGO are made aware of the terms of this licence;
(e) to not provide or otherwise make available HOT LINGO in any form to any person other than those referred to in paragraph (c) without the written consent of REDHOTIP.COM; and
(f) to not use HOT LINGO for or in connection with a service bureau operation (except for your personal use).
4.2 You hereby agree not to reverse engineer, decompile, or disassemble HOT LINGO, except and only to the extent that such activity is permitted by applicable law notwithstanding this limitation.
5.1 You acknowledge that HOT LINGO cannot be guaranteed error free and further acknowledges that the existence of any such errors shall not constitute a breach of this licence.
5.2 Notwithstanding the abovenamed, REDHOTIP.COM warrants that the software media is free from defects in manufacture and that HOT LINGO will in all material respects perform in accordance with the documentation.
5.3 REDHOTIP.COM will replace any defective media at no charge, subject to notification of the said defect within 90 days of the date of the commencement of this licence.
5.4 In the event any statute implies terms into this agreement which cannot be lawfully excluded, such terms will apply to this agreement, save that the liability of REDHOTIP.COM for breach of any such implied term will be limited, at the option of REDHOTIP.COM, to any one or more of the following:
(a) the replacement of goods to which the breach relates or the supply of equivalent goods;
(b) the repair of such goods;
(c) the payment of the cost of replacing the goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the goods repaired.
5.5 REDHOTIP.COM will not be liable for any indirect or consequential damages arising out of a breach of this licence or arising out of the supply of a defective program.
5.6 You acknowledges that it has exercised its independent judgment in acquiring HOT LINGO and has not relied on any representation made by REDHOTIP.COM which has not been stated expressly in this agreement or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by REDHOTIP.COM.
6. Copyright and Other Rights
6.1 HOT LINGO is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. HOT LINGO is licensed to you, not sold to you. You acknowledge the such protection extends to all title and copyrights in and to all HOT LINGO software and other intangible and tangible property (including but not limited to any code, images, photographs, animations, video, audio, music, text and "applets," incorporated into HOT LINGO), the accompanying printed materials, and any copies of HOT LINGO
6.2 You acknowledge that all rights not expressly granted are reserved by REDHOTIP.COM.
6.3 You acknowledge that HOT LINGO, the software, the documentation and other intangible property are the subject of copyright and other intellectual property rights. You shall not during or any time after the expiry or termination of this licence permit any act which infringes that copyright and, without limiting the generality of the foregoing, you specifically acknowledges that it may not copy HOT LINGO except as otherwise expressly authorised by this agreement.
6.4 The words and phrases "REDHOTIP" "REDHOTIP.COM" "Hot Lingo" and "Hot Lingo Spell Checker" are or will be subject to trademark and other intellectual property protection.
6.5 HOT LINGO may contain software or other intellectual property over which third parties have copyright. All title and intellectual property rights in and to the content which may be accessed through use of HOT LINGO is the property of the respective content owner and you to not breach any applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use such content.
6.6 You must maintain all copyright notices on all copies of HOT LINGO.
6.7 Related documentation may not be copied under any circumstances except as provided in this licence. Additional copies of the documentation may be acquired directly from REDHOTIP.COM.
6.8 You hereby indemnify REDHOTIP.COM fully against all liabilities, costs and expenses that REDHOTIP.COM may incur to a third party as a result of your breach of the copyright or other intellectual property provisions of this agreement, including any breach by you of the intellectual property rights of any third party.
7. Terms of Licence
7.1 This licence commences upon payment of the licence fee and is granted in perpetuity, but may be terminated in the following circumstances:
(a) if you are in breach of any term of this agreement;
(b) if you, being a corporation, becomes the subject of insolvency proceedings;
(c) if you, being a firm or partnership, are dissolved; or
(d) if it is illegal in the state of your residence or in the United Kingdom for you to continue using HOT LINGO;
(d) if you destroy HOT LINGO and documentation for any reason.
7.2 REDHOTIP.COM may also terminate this Agreement by offering you a superseding Agreement for HOT LINGO or any replacement or modified version of or upgrade to HOT LINGO and conditioning your continued use of HOT LINGO or such replacement, modified or upgraded version on your acceptance of such superseding Agreement.
7.3 In addition, REDHOTIP.COM may terminate this Agreement by notifying you that your continued use of HOT LINGO is prohibited.
7.4 Upon termination, you or its representative shall destroy any remaining copies of HOT LINGO and documentation or otherwise return or dispose of such material in the manner directed by REDHOTIP.COM.
7.5 Termination pursuant to this clause shall not affect any rights or remedies which REDHOTIP.COM may have otherwise under this licence or at law.
8. Third Party Services
8.2 HOT LINGO provides or may from time to time provide access or like to third party services or utilities, and may from time to time remove or change such access or links to third party services.
8.3 You agree that REDHOTIP.COM is not responsible for any failure or shortcoming of such third party services, or for any loss caused in any way by such third party services. REDHOTIP.COM shall have no obligation to continue providing any such third party services.
9. Support Services
9.1 REDHOTIP.COM may provide you with support services related to HOT LINGO ("Support Services"), in its discretion. Use of Support Services, if any, is governed by the REDHOTIP.COM policies and programs described in the user manual, in "online" documentation, and/or other REDHOTIP.COM-provided materials. Any supplemental software code provided to you as a part of Support Services shall be considered part of HOT LINGO and subject to the terms of this Agreement. With respect to technical information you provide to REDHOTIP.COM as part of the Support Services, REDHOTIP.COM may use such information for its business purposes, including for product support and development. REDHOTIP.COM will not utilise such technical information in a form that personally identifies you except to the extent necessary to provide you with support.
10. Replacement, Modification and Upgrade of the Software.
10.1 REDHOTIP.COM reserves the right to replace, modify or upgrade HOT LINGO at any time by offering you a replacement or modified version of HOT LINGO or such upgrade and to charge for such replacement, modification or upgrade. Any such replacement or modified software code or upgrade to HOT LINGO offered to you by REDHOTIP.COM shall be considered part of HOT LINGO and subject to the terms of this Agreement (unless this Agreement is superseded by a further Agreement accompanying such replacement or modified version of or upgrade to HOT LINGO). In the event that REDHOTIP.COM offers a replacement or modified version of or any upgrade to HOT LINGO, (a) your continued use of HOT LINGO is conditioned on your acceptance of such replacement or modified version of or upgrade to HOT LINGO and any accompanying superseding Agreement and (b) in the case of the replacement or modified HOT LINGO, your use of all prior versions of HOT LINGO is terminated.
11. Sale Restrictions
11.1 U.S. GOVERNMENT RESTRICTED RIGHTS. All HOT LINGO software and other products provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein.
11.2 EXPORT RESTRICTIONS. You agree that you will not export or re-export HOT LINGO, any part thereof, or any process or service that is the direct product of HOT LINGO (the foregoing collectively referred to as the "Restricted Components"), to any country, person or entity where such export or re-export would:
(i) be against any law of your country of residence or domicile; or
(ii) be against any law of England and Wales; or
(iii) otherwise be illegal for you or for REDHOTIP.COM.
12. Disclaimers and Limitations
12.1 You agree that you have read understood and agreed to the disclaimers and limitations contained in the Schedule to this Agreement.
13.1 The benefit of this agreement shall not be dealt with in any way by you (whether by assignment, sub-licensing otherwise) without REDHOTIP.COM written consent.
14.1 Failure or neglect by either party to enforce at any time any of the provisions of this agreement shall not be construed or deemed to be a waiver of that party's rights under this licence.
15. Notices And Questions
15.1 Should you have any questions, or if you desire to contact REDHOTIP.COM for any reason, please contact REDHOTIP.COM at its administrative office:
MCS, Suite 201
10, rue Princesse Florestine
Facsimile: + 377 9797 62 33 Email: firstname.lastname@example.org
16. Governing Law
16.1 This licence shall be governed by and construed exclusively according to the laws of England and Wales.
SCHEDULE - DISCLAIMERS AND LIMITATIONS
IMPORTANT - PLEASE READ THE FOLLOWING CAREFULLY
1. DISCLAIMER OF WARRANTIES. REDHOTIP.COM AND ITS SUPPLIERS PROVIDE HOT LINGO "AS IS" AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY (IF ANY) IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE OR LACK OF WORKMANLIKE EFFORT. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, OF QUIET ENJOYMENT, OR OF NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE HOT LINGO IS WITH YOU.
2. EXCLUSION OF ALL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL REDHOTIP.COM OR ITS SUPPLIERS OR CARRIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY INJURY TO PERSON OR PROPERTY, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, FOR LOSS OF PRIVACY FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, OR FOR ANY PECUNIARY OR OTHER LOSS WHATSOEVER, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE HOT LINGO, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTORY LIABILITY OR OTHERWISE, EVEN IF REDHOTIP.COM OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION OF DAMAGES SHALL BE EFFECTIVE EVEN IF ANY PERSON HAS ANY REMEDY OR ACTION AGAINST REDHOTIP.COM OR SUCH SUPPLIER OR CARRIER.
3. LIMITATION AND RELEASE OF LIABILITY. The HOT LINGO was provided to you at no charge and REDHOTIP.COM has included in this Agreement terms that disclaim all warranties and liability for HOT LINGO. To the full extent allowed by law, YOU HEREBY RELEASE REDHOTIP.COM AND ITS SUPPLIERS AND CARRIERS FROM ANY AND ALL LIABILITY ARISING FROM OR RELATED TO ALL CLAIMS CONCERNING HOT LINGO OR ITS USE. If you do not wish to accept HOT LINGO under the terms of this Agreement, do not install HOT LINGO. No refund will be made because HOT LINGO was provided to you at no charge.
4. NOTE ON OTHER SOFTWARE SUPPORT. HOT LINGO MAY CONTAIN SUPPORT FOR OTHER PROGRAMS OR SOFTWARE INCLUDING PROPRIETARY SOFTWARE OR UTILITIES. REDHOTIP.COM SHALL NOT BE LIABLE FOR ANY LOSS OR OTHER LIABILITY CAUSED BY ANY FAULT OR FAILURE OF ANY SUCH PROGRAMS HOT LINGO OR UTILITIES.