End-User License Agreement for DigiCel Software
– Read Carefully:
This End-User License Agreement ("agreement") is a legal agreement between
you (either an individual or a single entity) and DigiCel, Inc. ("DigiCel")
for the DigiCel software that accompanies this agreement, which includes
computer software and may include associated media, printed materials,
"online" or electronic documentation, and Internet-based services
("Software"). An amendment or addendum to this agreement may accompany the
Software. By installing, copying,
or otherwise using the software, you agree to be bound by the terms
of this agreement. If you do not agree, do not install, copy, or otherwise
use the software.
GRANTS OF LICENSE. DigiCel grants you the rights described in
this agreement provided that you comply with all terms and conditions of
this agreement. DigiCel grants to you as an individual, a personal,
nonexclusive license to install and use the Software on a
SINGLE COMPUTER located on your
premises for your internal use.
RESERVATION OF RIGHTS AND OWNERSHIP. DigiCel reserves all
rights not expressly granted to you in this agreement. The Software is
protected by copyright and other intellectual property laws and treaties.
DigiCel or its suppliers own the title, copyright, and other intellectual
property rights in the Software. The Software is licensed, not sold.
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND
DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the
Software, except and only to the extent that such activity is expressly
permitted by applicable law notwithstanding this limitation.
NO DISTRIBUTION/RENTAL/COMMERCIAL HOSTING/SOFTWARE TRANSFER.
You may not distribute, rent, lease, lend or provide commercial hosting
services with the Software. You may not assign or otherwise transfer the
Software or any of your rights hereunder to any third party without prior
written consent from DigiCel.
ADDITIONAL SOFTWARE/SERVICES. This agreement applies to
updates, supplements, add-on components, or Internet-based services
components, of the Software that DigiCel may provide to you or make
available to you after the date you obtain your initial copy of the
Software, unless we provide other terms along with the update, supplement,
add-on component, or Internet-based services component. DigiCel reserves the
right to discontinue any Internet-based services provided to you or made
available to you through the use of the Software.
TERMINATION. Without prejudice to any other rights, DigiCel
may terminate this agreement if you fail to comply with the terms and
conditions of this agreement. In such event, you must return all copies of
the Software and all of its component parts.
DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, DigiCel AND ITS SUPPLIERS PROVIDE THE SOFTWARE
AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND
HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS,
IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED
WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A
PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR
COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF
VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION,
SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT
OF THE USE OF THE SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF
TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR
NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER
DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL DigiCel OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER
INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF
PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF
REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS
WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY
TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER
SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR
OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN
CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE
FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY,
BREACH OF CONTRACT OR BREACH OF WARRANTY OF DigiCel OR ANY SUPPLIER, AND
EVEN IF DigiCel OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
LIMITATION OF LIABILITY AND REMEDIES. NOTWITHSTANDING ANY
DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, ALL DAMAGES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES
IN CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF DIGICEL AND ANY OF
ITS SUPPLIERS UNDER ANY PROVISION OF THIS AGREEMENT AND YOUR EXCLUSIVE
REMEDY HEREUNDER SHALL BE LIMITED TO THE GREATER OF THE ACTUAL DAMAGES YOU
INCUR IN REASONABLE RELIANCE ON THE SOFTWARE UP TO THE AMOUNT ACTUALLY PAID
BY YOU FOR THE SOFTWARE OR US$5.00. THE FOREGOING LIMITATIONS, EXCLUSIONS
AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
APPLICABLE LAW. This agreement is governed by the laws of the
State of Arizona.
ENTIRE AGREEMENT; SEVERABILITY. This agreement (including any
addendum or amendment to this agreement which is included with the Software)
are the entire agreement between you and DigiCel relating to the Software
and the support services (if any) and they supersede all prior or
contemporaneous oral or written communications, proposals and
representations with respect to the Software or any other subject matter
covered by this agreement. To the extent the terms of any DigiCel policies
or programs for support services conflict with the terms of this agreement,
the terms of this agreement shall control. If any provision of this
agreement is held to be void, invalid, unenforceable or illegal, the other
provisions shall continue in full force and effect.