End user agreement for U5ME Operator Client
It is important that you carefully read these terms before installing U5Me software. These terms when accepted by you form a license ("license") agreement between CodingBest Software ("CodingBest") and you ("You," "Your" Or " User") for the use of U5Me software, including any and all versions or variations of U5Me software, and any future fixes, updates and upgrades provided to you (collectively, " U5Me " or the " Software"). In order to use U5Me, you must first read and accept the terms of this license. 1. What You Can Do Under This license 1.1 Subject to all the terms of this license, CodingBest grants you a limited, non-exclusive, personal, non-sublicensable, non-assignable license to install and use U5Me on a single computer owned and controlled by you. 1.2 Unless explicitly stated otherwise, any new features that augment or enhance the current Software, including the release of new properties, shall be subject to the terms of this license. 2. What You Can't Do Under This license You agree not to use the Software to: 2.1 Transmit or communicate any data that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; 2.2 Harm minors in any way; 2.3 Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; 2.4 Forge headers or otherwise manipulate identifiers in order to disguise the origin of any data transmitted to other users; 2.5 Transmit, access or communicate any data that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non- disclosure agreements); 2.6 Transmit, access or communicate any data that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; 2.7 Transmit or communicate any data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; 2.8 Disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; 2.9 Interfere with or disrupt the Software; 2.10 Intentionally or unintentionally violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange, any rules, regulations, requirements, procedures or policies in force from time to time relating to the Software, and any export or re-export laws, rules and regulations; 2.11 Collect any information or communication about the users of the Software by monitoring, interdicting or intercepting any process of or communication initiated by the Software or by developing or using any software or any other process or method that engages or assists in engaging in any of the foregoing; 2.12 "Stalk" or otherwise harass another; 2.13 Modify, delete or damage any information contained on the personal computer of any U5Me user; 2.14 Collect or store personal data or other information about other users; 2.15 Intentionally make available “spoofed” files or data, or files or data with any type of information designed to misidentify the actual content of a file or which is intended to mislead the recipient of the file; 2.16 Utilize the Software for any non-personal or commercial purpose or for the benefit of any third party or charge any person for the use or distribution of the Software; 2.17 Remove any proprietary notices from the Software; or 3. More Do's and Don'ts 3.1 This license allows you to install and use U5Me on a single computer. This license does not permit you to install the Software on more than one computer at a time. You may make copies of the Software in machine- readable form for backup purposes only. The backup copy must include all copyright information contained on the original. 3.2 Except as expressly permitted in this license, you agree not to reverse engineer, de-compile, disassemble, alter, duplicate, modify, rent, lease, loan, sublicense, make copies, create derivative works from, distribute or provide others with the Software in whole or part, or otherwise transmit the Software over a network. You also agree that you will not attempt to decompile, reverse engineer or hack any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by CodingBest or its third party partners with respect to the Software and/or any data or file transmitted, processed or stored on or through the Software. 3.3 You may not sell, transfer, assign or hypothecate the Software to any third party without CodingBest’s prior express written consent. 3.4 You may not use, test or otherwise utilize the Software in any manner for purposes of developing or implementing any method or application that is intended to monitor or interfere with the functioning of the Software. 3.5 You may not through the use of any third party software application or otherwise, alter or modify the values stored by the Software in your computer's memory, on your computer's hard disk, or in your computer's registry, or, with the exception of completely uninstalling the Software, otherwise modify, alter or block the functioning of the Software. 3.6 You may not use unlicensed or unauthorized copies of the Software for any purpose, including, without limitation, to obtain information about other users of the Software. 3.7 You may not use automated means, including scripts, batch files, emulators or any others means other than direct manual input by yourself, to control the operation of U5Me. 4. Things You Need To Know When Using U5Me 4.1 You are responsible for paying all applicable taxes and other costs you may incur in connection with your use of the Software, including, but not limited to, all hardware and software costs, and providing all equipment and software necessary to connect to CodingBest’s web site and to use the Software via the Internet and any royalties or other charges relating to the use of data or files owned by third parties. 4.2 CodingBest may from time to time present programming fixes, updates and upgrades to you, including version updates to the Software. You agree to accept any and all such programming fixes, updates and upgrades presented to you, including version updates, and further acknowledge and agree that your failure to accept any such fixes, updates and upgrades will permit CodingBest to terminate your right to use the Software. 4.3 Installation. When you install the Software, the install program, e.g. U5Me.exe, is saved to your My Shared Folder and shared out to other users. You understand and agree that other users may download this file from your computer and by doing so your Internet connection will be used. If you do not want this to happen, you can delete the file or right click the file and select 'Do Not Share This File'. 4.4 My Shared Folder. By saving a file in My Shared Folder, you understand that it will be available for any other user of U5Me and compatible programs. These users may find your files and subsequently download them from you. By doing so your Internet connection is being used. 5. Things You Need To Do When Using U5Me 5.1 It is your responsibility to ensure that you obtain all consents, authorizations and clearances in any data owned or controlled by third parties that you transmit, access or communicate to others using U5Me. 5.2 CodingBest will not be liable in any way: 5.2.1 for any errors or omissions in any data, or for any loss or damage of any kind incurred as a result of any data transmitted via the Software; 5.2.2 if you are exposed to data that is offensive, indecent or objectionable; 6. Copyright Infringement 6.1 CodingBest respects copyright and other laws. CodingBest requires all U5Me users to comply with copyright and other laws. CodingBest does not by the supply of the Software authorize you to infringe the copyright or other rights of third parties. 6.2 As a condition to use the Software, you agree that you must not use the Software to infringe the intellectual property or other rights of others, in any way. The unauthorized reproduction, distribution, modification, public display, communication to the public or public performance of copyrighted works is an infringement of copyright. 6.3 Users are entirely responsible for their conduct and for ensuring that it complies with all applicable copyright and data-protection laws. In the event a user fails to comply with laws regarding copyrights, other intellectual property rights, data-protection and privacy, such a user may be exposed to civil and criminal liability, including possible fines and jail time. 6.4 You understand and agree that by submitting, uploading, transmitting or otherwise making available any files or data on or through the Software, you represent and warrant that you own or have the necessary licenses, rights, consents, and permissions, including all patent, trademark, trade secret, copyright or other proprietary rights, in and to any and all such files or data and are permitted to make such files or data available on or through the Software. You further understand and agree that CodingBest, directly or through a third party partner, may use any form of software or other technology to block or otherwise disable your ability to submit, upload, transmit, or otherwise make available any file or data, including, without limitation, any file or data that CodingBest or its third party partners know or have reason to believe that you do not have the right to so submit, upload, transmit or otherwise make available. 6.5 CodingBest will take appropriate actions in response to notices of copyright infringement. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Software, please provide notice to CodingBest's Copyright Agent. 7. CodingBest's Right to Run Advertising without Payment to Users 7.1 CodingBest reserves the right to run advertisements and promotions on U5Me. 7.2 By accepting the terms of this license, you agree that CodingBest has the right to run such advertisements and promotions without compensation to you. 7.3 The timing, frequency, placement and extent of advertising by CodingBest within the pages comprising U5Me.com or U5Me is subject to change and shall be determined by CodingBest at its sole discretion. 8. Links to Third-Party Sites and Channels 8.1 CodingBest may provide links on U5Me, U5Me.com or through icons placed on your computer's desktop upon installing the Software ("Icons") to third-party websites, and/or may frame various third-party websites (or frame within such sites) through the Software or on U5Me.com. Third- party websites, including channels, which U5Me.com, U5Me, or Icons may link to or frame and may have co- branding and other relationships with CodingBest that offer e-commerce and other services and features to users, but are not under the control of CodingBest. CodingBest does not have any responsibility or liability for any information, data, communications, products or materials available on such third-party sites. These linked and framed sites are only for your convenience and you therefore access them at your own risk. 9. Third Party Software 9.1 During the process of installing U5Me, you must install software from third party software vendors pursuant to licenses or other arrangements between such vendors and yourself ("Third Party Software"), including without limitation those software components noted in Section 9.4 below. Please note that the Third Party Software may be subject to different licenses or other arrangements, which you should read carefully. By installing and using this Third Party Software you accept these Third Party Software licenses or other arrangements and acknowledge that you have read them and understand them. CodingBest does not sell, resell, or license any of this Third Party Software, and CodingBest disclaims to the maximum extent permitted by applicable law, any responsibility for or liability related to the Third Party Software. Any questions, complaints or claims related to the Third Party Software should be directed to the appropriate vendor. 9.2 CODINGBEST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE QUALITY, SAFETY OR SUITABILITY OF THE THIRD PARTY SOFTWARE, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CODINGBEST BE LIABLE FOR ANY INDIRECT,PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER THEY MAY ARISE AND EVEN IF SHARMAN HAS BEEN PREVIOUSLY ADVISE OF THE POSSIBILITY OF SUCH DAMAGES. 10. Applicable Law 10.1 This license as well as all disputes arising out of or in connection with this license shall be governed by the laws of China, including any arbitrations, without regard to or application of choice of law rules or principles. 10.2 Any dispute arising out of or in connection with this license, or in future agreements resulting therefrom, shall be exclusively resolved before the competent court in China. 11. Points To Consider For International Use 11.1 Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable data. Specifically, you agree to comply with all applicable laws regarding copyright and the transmission of technical data exported from the country in which you reside. 12. Indemnification 12.1 YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND SHARMAN AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, AND EMPLOYEES, AT YOUR EXPENSE, AGAINST ANY AND ALL THIRD PARTY CLAIMS OR DEMANDS, ACTIONS, PROCEEDINGS AND SUITS AND ALL RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY'S FEES AND OTHER DISPUTE RESOLUTION EXPENSES) INCURRED BY CODINGBEST, DUE TO OR ARISING OUT OF DATA YOU SUBMIT,POST TO, TRANSMIT OR COMMUNICATE THROUGH THE SOFTWARE,YOUR USE OR MISUSE OF THE SOFTWARE, YOUR CONNECTION TOOTHER USERS, YOUR VIOLATION OF THIS LICENSE,OR YOUR VIOLATION OF ANY RIGHTS OF ANOTHER. 13. Disclaimers of Warranties 13.1 THE SOFTWARE IS PROVIDED "AS IS", AND ON AN "AS AVAILABLE" BASIS AND THERE ARE NO CLAIMS, REPRESENTATIONS AND WARRANTIES MADE BY CODINGBEST, EITHER EXPRESS, IMPLIED OR STATUTORY (TO THE EXTENT PERMITTED BY APPLICABLE LAW), WITH RESPECT TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF QUALITY, PERFORMANCE, TITLE, NON- INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. 13.2 ANY DATA DOWNLOADED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. 14. Limitation of Liability 14.1 YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL CODINGBEST BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY OR STRICT LIABILITY, EVEN IF CODINGBEST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLELOSSES, RESULTING FROM: 14.1.1 THE USE OR THE INABILITY TO USE THE SOFTWARE 14.1.2 THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE USE OF THE SOFTWARE; 14.1.3 UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; 14.1.4 STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE SOFTWARE; OR 14.2 WHERE THE TRADE PRACTICES ACT 1974 (CTH) OR SIMILAR STATE AND TERRITORY LEGISLATION IMPLIES INTO THIS LICENSE ANY CONDITION OR WARRANTY, AND THOSE LAWS AVOID OR PROHIBIT CONDITIONS IN A CONTRACT EXCLUDING OR MODIFYING THEM, THEN THE TERM, CONDITION OR WARRANTY SHALL BE DEEMED TO BE INCLUDED IN THIS LICENSE, PROVIDED THAT TO THE FULL EXTENT THAT SHARMAN IS ABLE TO THE LIABILITY OF CODINGBEST FOR A BREACH OF ANY SUCH CONDITION OR WARRANTY, INCLUDING ANY ECONOMIC OR CONSEQUENTIAL LOSS, SHALL BE LIMITED AT THE OPTION OF CODINGBEST TO ONE OR MORE OF THE FOLLOWING: 14.2.1 IF THE BREACH RELATED TO GOODS: (A) THE REPLACEMENTOF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (B) THE REPAIR OF GOODS; (C) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OBTAINING EQUIVALENT GOODS; (D) THE PAYMENT OF HAVING THE GOODS REPAIRED; OR 14.2.2 IF THE BREACH RELATES TO SERVICES: (A) THE SUPPLY OF THE SERVICE AGAIN; OR (B) THE PAYMENT OF THE COST OF HAVING THE SERVICE SUPPLIED AGAIN. 15. Termination 15.1 It is your responsibility to comply with the terms of this license and to obey the laws of your jurisdiction. Your rights under this license will terminate immediately and without prior notice if: you violate any term of this License, including violating any applicable laws or rights of any third party including the intellectual property rights of any such third party. You may be subject to legal action if you continue to use U5Me in violation of this license. 16. Trademarks and Trade Dress 16.1 The U5Me name, the U5Me logo, and other U5Me related properties are trademarks of CodingBest. All other trademarks appearing on U5Me are trademarks of their respective owners. 17. Miscellaneous 17.1 This license constitutes the entire understanding of you and CodingBest with respect to the Software and the subject matter hereof. There are no understandings, agreements, conditions or representations, oral or written, express or implied, with reference to the subject matter hereof that are not merged herein, expressly referenced herein, or superseded hereby. 17.2 The failure or delay of CodingBest to exercise or enforce any rights or provision of the license does not constitute a waiver of such right or provision. 17.3 You acknowledge and agree that by clicking on the button labeled "SUBMIT", "DOWNLOAD", "I ACCEPT" or such similar links as may be designated by CodingBest to download the Software to accept the terms and conditions of this Agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.