End User License Agreement Last updated: March 2017
IMPORTANT – READ CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE Click2Speak SOFTWARE AS MAY BE UPDATED BY Click2Speak FROM TIME TO TIME (THE « SOFTWARE ») FROM www.click2speak.net (THE « SITE »).
This End-User License Agreement (« EULA ») is a binding legal agreement between you and Click2Speak LTD. (the « Company » or « Click2Speak ») for the Software being distributed with this EULA. As used in this EULA, the term « Software » shall include internet-based and other services provided by the Company, any systems, servers, devices or other items related to such Company services, any browser extensions distributed by the Company, any website “widgets” distributed by the Company which integrate software functionality or limited portions thereof into user websites, and any patches, updates, modified versions, service packs and upgrades which may be provided by the Company from time to time.
BY CLICKING ON THE « I UNDERSTAND AND AGREE » BUTTON OR « OK » BUTTON BELOW, OR BY INSTALLING, COPYING OR USING THE SOFTWARE OR ANY PORTION(S) THEREOF, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTOOD THE TERMS OF THIS EULA AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA. IF YOU SELECT « CANCEL, » THE INSTALLATION PROCESS WILL NOT PROCEED. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY OR USE THE SOFTWARE ON ANY DEVICE.
IF YOU ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON ANY DEVICE ON BEHALF OF THE END USER, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE END USER AND TO ACCEPT AND BIND THE END USER TO THE TERMS OF THIS EULA, AND YOU FURTHER AGREE THAT YOU (AND YOUR COMPANY, IF APPLICABLE) SHALL BE LEGALLY OBLIGATED TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS, AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO YOU IN CONNECTION WITH THE SOFTWARE, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSE (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO THE COMPANY’S PROVISION OF THE SOFTWARE AND RELATED SERVICES.
GRANT OF LICENSE
Subject to your full compliance at all times with the terms and conditions set forth in this EULA, the Company hereby grants you a limited, personal, non-commercial (unless otherwise agreed in writing by the Company), non-exclusive, non-transferable license to:
1. download, install and use a single copy of the Software on one hard disk or other storage device of a personal computer or mobile device such as a phone or tablet (each, a « Device ») for the sole purpose of personally using the Software for services provided by Company (the « Services »), and for the purposes for which the Software and the Services are provided to you by the Company (the « Purposes »);
2. copy the Software on one Device for backup and archival purposes only; and
3. use the documentation that accompanies the Software or is available on-line for personal, non-commercial (unless otherwise agreed in writing by the Company) reference purposes only.
You may use the Software only as a single product on a single Device. You may not separate its component parts, nor install a copy of the Software on a network storage device or server.
LICENSE EXCLUSIONS AND RESTRICTIONS
The following exclusions and restrictions shall apply at all times to your use of the Software and/or the Services:
1. You may not make any use of the Software in whole or in part that is not expressly permitted by the terms of this EULA;
2. You may not sell, lend, assign, rent, lease, sublicense, distribute, market, commercialize, disclose, export, import, act as an intermediary or provider, or otherwise grant any rights to any third party with respect to, the Software, the Services or any part thereof;
3. You may not undertake, cause, permit or authorize any modification of the Software or the creation of derivative works;
4. You may not translate, reverse engineer, decompile, disassemble, attempt to derive the source code of or hack the Software or any part thereof;
5. You may not create, distribute or disseminate any obscene or scandalous work, as defined by any applicable law at the time the work is created, using the Software;
6. You may not use any of the Software or the Services in any manner that will or could damage, disable, overburden or impair the Services or that will or could interfere with any other party’s use and enjoyment of the Services;
7. You may not attempt to gain unauthorized access to any service, account, computer systems or computer networks associated with the Services;
8. You may not use the Services for any commercial or non-private use, nor to make unsolicited offers, advertisements, proposals, or send junk mail, to other users of the Services;
9. You may not use the Software or the Services for any illegal purpose, or in violation of any applicable law, including, without limitation, laws governing intellectual property and other proprietary rights, data protection and privacy. You may not post, store, send, transmit, or disseminate any information or material which infringes any patents, trademarks, trade secrets, copyrights, or any other proprietary or intellectual property rights.
You acknowledge and agree to use the Services solely for the Purposes.
AVAILABILITY OF SERVICES
The Company does not warrant that the Services will be available 24 hours per day, 7 days per week, nor does it warrant that the Services will be provided properly or completely. If your access to the Services is suspended or interrupted or a fault or defect occurs which prevents your access to the Services, the Company will attempt to restore access to the Services (to the extent determined solely by the Company in its discretion). The Company will have no liability to you for the unavailability of the Services at any time. In addition, the Company reserves the right, in its sole discretion, at any time and without prior notice, to refuse access to the Services to any individual, company, network, institution or other entity in violation of the terms of this EULA, or to cease providing the Services in whole or in part.
The Software and Services are designed to work with current standard software and operating systems. In the event you install or update any software or operating systems there is no assurance that the Software or Services you purchased will work as intended (or at all) with such software or operating systems. In such case the Company may provide you with an option to purchase an updated version of the Software and/or pay an additional fee in order to be able to use the Services with such software or operating systems. In any event you will not have any claims or demands against the Company in connection with the Software or Services you purchased not working as intended (or at all) with such software or operating systems.
The Software and the Services are protected by copyright and other intellectual property laws and international treaties. The Software and the Services are licensed and not sold to you for use under the terms of this EULA, and you will acquire no ownership rights of any kind or nature whatsoever in the Software and the Services or any part thereof. Click2Speak and other names and/or logos used in connection with the Software and Services are icons identifying Click2Speak and are our trademarks. No use of these marks shall be permitted except through Click2Speak prior written authorization and permission.
The Company (or its third party providers, if any) reserves all rights, including proprietary rights, not expressly and specifically granted to you in this EULA. Without limiting the foregoing, the Company (or its third party providers, if any) retains all title, right, and interest in and to the Software, the Services, and all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software, including all patches, revisions, service packs and other updates. The proprietary rights reserved hereby include, without limitation, all patents, patent applications, copyrights, trademarks, service marks, know-how, source codes and any and all other applicable intellectual property rights and interests in and to the Software, the Services and all documentation, translations, enhancements, improvements or other modifications made to or derived therefrom.
The Software uses Swiftkey’s prediction engine SDK licensed from Swiftkey and with respect to such technology: (i) you may not decompile, disassemble or transfer the programs comprising such technology in whole or in part; (ii) such technology is provided « as is » without warranty of any kind, either express or implied; and (iii) in no event will Swiftkey, Swiftkey’s representatives or Swiftkey’s licensors be liable to you for any damages including, without limitation, any lost profits, business goodwill or other special, incidental or consequential damages arising out of the use or inability to use such technology.
The terms of this EULA apply to the downloading, installation and use of the Software and the Services. The Company may from time to time revise or update the Software with or without any notice to you, including without limitation, updating, changing, redesigning and/or replacing the user interface and/or the user experience. Such revisions and updates will be supplied according to the Company’s then prevailing policies, which may change from time to time at the sole discretion of the Company and may be performed by being automatically downloaded and installed on your computer. You acknowledge and agree that the Company and its affiliates may automatically download and install such revisions and updates on your computer without providing you with any notification (« Automatic Updates »).
PRIVACY; PASSWORD AND USER ID
THIRD PARTIES MATERIALS
Through the Services, you may be exposed to content, data, information, applications or materials from third parties (« Third Party Materials ») or be provided with access to third party website links. By using the Services, you acknowledge and agree that Company is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. Company do not warrant or endorse and do not assume, nor have any liability or responsibility to you or any other person for any Third Party Materials or websites, or for any other materials, products, or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you. The Services, as well as other services you may access via the Services, may contain proprietary content, information and material that are protected by applicable intellectual property and other laws, including but not limited to copyright and trademarks. By using the Services, you agree that you will not use such proprietary content, information or materials in any way whatsoever except as permitted.
The Software makes use of third party components as set forth in the Section entitled Credits below.
RELEASE AND INDEMNIFICATION
The Company will not be liable for any unauthorized or fraudulent use of Your User ID or password. You release, and agree to indemnify, defend and hold harmless the Company and its officers, directors, employees, affiliates, sub-contractors and agents and any other third party service provider who furnishes services to you in connection with the Services, from any and all claims, losses, damages and expenses (of every kind, whether known or unknown and suspected or unsuspected), including attorneys’ fees: (i) relating in any way to your use of the Software or the Services, including unauthorized or fraudulent use of your User ID or password or; (ii) claims that you may have that are related in any way to your submission, third party materials, any content found on the Site, the Software.
DISCLAIMER OF WARRANTIES
THE SOFTWARE MAY CONTAIN ERRORS, BUGS AND OTHER PROBLEMS WHICH COULD CAUSE SYSTEM CRASH OR FAILURE. THE COMPANY RESERVES THE RIGHT TO ALTER THE SOFTWARE AT ANY TIME, AND ANY RELIANCE ON THE SOFTWARE OR ITS QUALITY OR PERFORMANCE IS AT THE SOLE RISK OF THE USER. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE AND THE SERVICES ARE PROVIDED « AS IS AND WITH ALL FAULTS » WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND THE SERVICES IS ASSUMED FULLY AND EXCLUSIVELY BY YOU. THE COMPANY AND ITS THIRD PARTY LICENSORS, IF ANY, HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, RELIABILITY OR AVAILABILITY, OF RESULTS, OF WORKMANLIKE EFFORT, OF FREEDOM FROM VIRUSES, INFECTIONS AND MALWARE, AND OF TITLE AND NON-INFRINGEMENT, ALL WITH RESPECT TO THE SOFTWARE AND SERVICES. IN PARTICULAR, THE COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, YOUR USE OF THE SERVICE WILL BE UNINTERUPTED, TIMELY, SECURE OR FREE FROM ERROR, THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE AND RELIABLE, AND THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
LIMITATION OF LIABILITY
IN NO EVENT SHALL THE COMPANY OR ANY OF ITS THIRD PARTY PROVIDERS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, STOCKHOLDERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE OR RESPONSIBLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, DAMAGE OR EXPENSE OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, ATTORNEYS’ FEES, LOST SAVINGS, LOST REVENUE OR BUSINESS, FOR ANY INTERRUPTION OF SERVICE OR MALFUNCTION, ERROR OR LOSS OF USE OF THE SERVICES OR ANY CLAIM BY THE END USER OR ANY OTHER PARTY, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY, WHETHER IN TORT OR CONTRACT, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT FOR THE SOFTWARE OR THE SERVICES, THE PERFORMANCE OF THE SOFTWARE OR THE SERVICES OR ANY COMPONENTS THEREOF, HOWEVER CAUSED, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, FOR THE SOFTWARE AND/OR THE SERVICES. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THESE LIMITATIONS AND THE REMEDIES SET FORTH HEREIN AND THE SAME SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM FOR DAMAGES ARISING IN ANY WAY OUT OF THIS EULA.
IF YOU ARE SUBJECT TO A JURISDICTION IN WHICH ANY OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY HEREIN IS NOT VALID, YOU AGREE TO BE BOUND BY THE SAME TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW OR REGULATIONS.
YOUR SOLE AND EXCLUSIVE RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE OR THE SERVICES IS TO TERMINATE THIS EULA UNDER THE PROVISIONS OF THE SECTION ENTITLED « TERMINATION » BELOW.
TERM AND TERMINATION
The license granted to you hereunder is effective until terminated by you or by Company. Your rights under this license will terminate automatically without notice from the Company if you fail to comply with any term of this EULA at Company’s sole discretion. The Company may also impose limits on the use of or access to the Services, in any case and without notice or liability. Upon termination of the license, you shall cease all use of the Software and the Services, and destroy all copies, full or partial, of the Software. The provisions in the Sections of this EULA entitled « PROPRIETARY RIGHTS », « INDEMNIFICATION », « DISCLAIMER OF WARRANTIES », « LIMITATION OF LIABILITY » AND « GENERAL PROVISIONS » will survive any termination of this EULA.
IMPORT AND EXPORT RESTRICTIONS
You acknowledge that the Software may be subject to applicable U.S. and international import and export restrictions, including restrictions imposed by the U.S. Export Administration Regulations as well as end-user, end-use and destination restrictions issued by the U.S. government and the governments of other nations. You agree to comply with all applicable national and international laws that apply to the transport of the Software across national borders or to its use in any such jurisdiction.
The Software includes certain components licensed under the MIT License (the « MIT License »). Permission is hereby granted, free of charge, to any person obtaining a copy of these software components and associated documentation files (the « MIT Software »), to deal in the MIT Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the MIT Software, and to permit persons to whom the MIT Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the MIT Software. THE MIT SOFTWARE IS PROVIDED « AS IS », WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE MIT SOFTWARE;
The Software includes certain components licensed under the Ms-PL License (the « Ms-PL License »). Distribution of the Ms-PL software is granted pursuant to the Ms-PL License, subject to the terms and conditions available at: https://opensource.org/licenses/ms-pl.html.
The Company reserves the right to modify the terms of this EULA at any time and from time to time by providing such revised terms to you or by publishing the revised terms on the Click2Speak Software Website. The terms of any such revised EULA shall become effective within seven (7) days of such publishing or provision to you, unless you sooner expressly accept such revised EULA by clicking on the accept button. The express acceptance by you, or your continued use of the Software or the Services after expiration of the seven (7) days’ notice period shall constitute your acceptance to be bound by the terms and conditions of the revised EULA. You can find the latest version of the EULA at the Click2Speak Software Website.
The waiver of a breach of any term or condition of this EULA by the Company shall in no way be construed as a waiver of any other term or breach hereof or as a waiver of any future breach of the same term.
This EULA constitutes the entire agreement between you and Click2Speak Software relating to the Software and the Services and supersedes any and all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software, the Services or any other subject matter covered by this EULA.
If any provision of these Terms shall be held by a court or tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this EULA shall remain in full force and effect.
The laws of the State of Israel, excluding its conflicts of law rules, govern this license and your use of the Software and Services; any controversy, claim, or dispute in connection with, arising under, or related to this EULA shall be settled exclusively in the courts of Tel-Aviv Jaffa. Your use of the Software may also be subject to other local, state, national, or international laws.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS EULA AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE « I UNDERSTAND AND AGREE » BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY AND IRREVOCABLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS EULA.