END USER LICENSE AGREEMENT
This End User License Agreement ("Agreement") is a legal agreement between you [, and the legal entity you represent,] ("you") and EvePoint Software, Inc. ("EvePoint", "we", or "us") for the TapTeam software application accompanying this Agreement ("Application"). You acknowledge that this EULA is between only you and EvePoint, and Apple, Inc. ("Apple") is not a party to this EULA.
PLEASE READ THIS AGREEMENT CAREFULLY. BY INSTALLING OR USING THE APPLICATION, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT OR YOU ARE UNDER 18 YEARS OF AGE, YOU MAY NOT INSTALL OR USE THE APPLICATION.
- Proprietary Rights
- 1.1. License. Subject to the terms and conditions of this Agreement (including the payment of fees as set forth in Section 2), EvePoint grants you a limited, non-exclusive, non-transferable, revocable license during the term of this Agreement to: (a) install and execute one copy of the Application, in executable object code format only, solely (i) on your iOS device that you own or control (iOS Device), and (ii) as permitted by the Usage Rules set forth in the then-current App Store Terms of Service between you and Apple.
- 1.2. Restrictions. You will not: (a) rent, lease, loan, sell, license, or make available Application to any third party or exploit Application for commercial purposes; (b) alter, translate, modify, reverse engineer, decompile, disassemble, or reverse compile Application; (c) reproduce, publicly display, publicly perform, distribute, transfer, or otherwise use the Application, except as expressly permitted in Section 1.1; or (d) permit any third party to take any action prohibited in (a) through (c).
- 1.3. Ownership. EvePoint and its licensors own the Application and all intellectual property rights relating to the foregoing. EvePoint and its licensors reserve all rights not expressly granted under this Agreement. There are no implied licenses in this Agreement. The Application and any copy thereof is licensed, not sold, to you under this Agreement.
- 1.4. Feedback. EvePoint will treat any suggestions, comments, or feedback relating to the Application ("Feedback") that you provide as non-confidential and non-proprietary. You hereby grant EvePoint the irrevocable, worldwide, fully transferable and sublicensable right to use and exploit any Feedback that you provide in any manner and for any purpose without any obligation to compensate you.
- Fees and Payments. You will pay to Apple the fee displayed on the iTunes Store for the Application upon your download of the Application. You will be responsible for payment of all taxes (other than taxes based on EvePoint income), fees, duties, and charges, and any related penalties and interest, arising from the payment of such fees or the delivery or license of the Application to you.
- Availability and Modification of Application; EvePoint reserves the right, from time to time, with or without notice, to (a) remove, replace, or modify features that are included in the Application. You agree that EvePoint will not be liable to you or to any third party for: (i) any removal, replacement, or modification of such features.
- Apple Disclaimers; Third-Party Beneficiary. Apple disclaims all warranties with respect to the Application and any obligation to provide any maintenance and support services with respect to the Application. Apple will have no responsibility for addressing your or a third-party's claims relating to the Application or your use or possession of the Application, including any product liability claims, claims that the Application does not conform to any applicable legal or regulatory requirement, or claims arising under consumer protection or similar laws. Apple further disclaims any responsibility for investigating, defending, settling, or discharging any third-party claim that the Application or your use or possession of the Application infringes that third partyТs intellectual property rights. You acknowledge and agree that Apple and its subsidiaries are each third-party beneficiaries of this Agreement and each will have the right to enforce this Agreement against you.
- Termination. This Agreement and all licenses granted hereunder are effective on the date you download the Application and shall continue unless this Agreement is terminated by either party for any reason or no reason. Your rights under this Agreement will terminate automatically without notice from EvePoint if you fail to comply with any term(s) of this Agreement. Upon termination, all licenses granted hereunder shall terminate and you shall immediately destroy or permanently erase any copies of the Application in your possession. You agree that we will have no liability to you for any costs, expenses, losses, damages, or liabilities arising out of or related to our termination of your access to and use of the Application or this Agreement. Even after this Agreement is terminated for any reason, the following provisions of this Agreement will remain in effect: Sections 1.2, 1.3, 1.4, 5 through 9, and 12.
- Warranty Disclaimer. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EvePoint (and its licensors) provide the Application "AS-IS" AND "AS AVAILABLE" AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, or statutory, INCLUDING tHE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, and NON-INFRINGEMENT. EvePoint (and its licensors) MAKES NO WARRANTY THAT the Application WILL BE FREE OF VIRUSES OR OTHER HARMFUL CODE, TIMELY, SECURE, OR ERROR-FREE. NEITHER EvePoint NOR its licensors GUARANTEE OR PROMISE ANY SPECIFIC RESULTS FROM THE USE OF the Application.
- Limitation of Liability. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, (a) EvePoint will NOT BE LIABLE FOR ANY loss of use, LOST PROFITS, or INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF the Application, or THIS AGREEMENT, EVEN IF EvePoint HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES and (b) EvePoint's total cumulative LIABILITY in connection with the Application, and THIS AGREEMENT WILL AT ALL TIMES BE LIMITED TO the amounts paid by you to Apple for the Application. THE EXISTENCE OF more than one CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL EvePoint SUPPLIERS or licensors HAVE ANY LIABILITY UNDER OR RESULTING FROM THIS AGREEMENT.
- User Indemnification. You agree to indemnify and hold EvePoint, its subsidiaries, affiliates, directors, officers, agents, and employees harmless from any loss, liability, claim, demand, costs, or expenses, including reasonable attorney's fees, arising out of or relating to your: (a) use or misuse of the Application; (b) breach or violation of this Agreement; or (c) violation of applicable laws or any of the rights of third parties. EvePoint reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of EvePoint. EvePoint will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- Copyright Policy. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information of EvePoint or its licensors unless you have the right to do so. It is EvePoint policy to, in its sole discretion, terminate access for any user who repeatedly infringes copyright rights of EvePoint or third parties.
- Governing Law. This Agreement, and any claim, dispute or controversy relating to this Agreement, will be governed by the laws of Ontario, Canada, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding relating to this Agreement must be brought in a federal or province court located in Toronto, Ontario and each party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding, except that EvePoint may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.
- General. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The Application is deemed irrevocably accepted upon your download thereof. EvePoint will have no responsibility to provide maintenance or support services with respect to the Application. You will comply with all applicable third-party agreements in connection with your use of the Application. The parties are independent contractors. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. All waivers by EvePoint will be effective only if in writing. Any waiver or failure by EvePoint to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. You acknowledge that the Application contains valuable trade secrets and/or proprietary information of EvePoint and its licensors, that any actual or threatened breach of Sections 1.2 (Restrictions) and 1.3 (Ownership) of this Agreement will constitute immediate, irreparable harm to EvePoint for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. "Includes" and "including" are not limiting. This Agreement constitutes the final, complete, and exclusive agreement between the parties regarding the subject hereof and supersedes all prior or contemporaneous agreements, understandings, and communication, whether written or oral.
- Trademark and Copyright Notice. EvePoint names, slogans, graphics, logos, and trade names used on the Application are the trademarks of EvePoint and may not be used without EvePoint's permission. Third-party trademarks, service marks, and trade names that may appear in the Application are the property of their respective owners. Copyright © 2012, EvePoint Software, Inc.
- Questions or Additional information. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to email@example.com.