LICENSE AGREEMENT
TalkAndWrite(TM) End User License Agreement
THIS IS A LEGAL AGREEMENT between "you," the end user of TalkAndWrite(TM) brand software, and TalkAndWrite Informática Ltda., a Brazilian limited partnership ("TalkAndWrite").
Use of the software you are about to download or install indicates your acceptance of these terms. You also agree to accept these terms by so indicating at the appropriate screen, prior to the download or installation process. As used in this Agreement, the capitalized term "Software" means the TalkAndWrite(TM) instant messaging and whiteboard software (either the freeware or commercial versions) together with any and all enhancements, upgrades, and updates that may be provided to you in the future by TalkAndWrite. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD SO INDICATE AT THE APPROPRIATE SCREEN AND PROMPTLY DISCONTINUE THE INSTALLATION AND/OR DOWNLOAD PROCESS.
Ownership
The Software and any accompanying documentation are owned by TalkAndWrite and ownership of the Software shall at all times remain with TalkAndWrite. Copies are provided to you only to allow you to exercise your rights under this Agreement. This Agreement does not constitute a sale of the Software or any accompanying documentation, or any portion thereof. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights relating to or in the Software or any accompanying documentation. All rights not expressly granted to you under this Agreement are reserved by TalkAndWrite.
Grant of License Applicable To TalkAndWrite(TM) Basic
Subject to the terms and conditions set out in this Agreement, TalkAndWrite grants you a limited, nonexclusive, nonsublicensable, and revocable right to use the freeware version of the Software called TalkAndWrite(TM) Basic ("TalkAndWrite(TM) Basic") solely in accordance with the following terms and conditions:
1. Use of TalkAndWrite(TM) Basic. TalkAndWrite(TM) Basic is being distributed as Freeware. It may be freely used, copied and distributed by individuals exclusively for non-commercial purposes (home use) as long as it is not sold and all original files are included, including this license agreement and TalkAndWrite's copyright notice. You may use TalkAndWrite(TM) Basic on as many home computers as you require, so long as it is not accessible for use in a business network.
2. Distribution Permitted. You may make copies of your copy of TalkAndWrite(TM) Basic to give to other individuals provided that such copies are not modified from the original downloaded copy of TalkAndWrite(TM) Basic. You may not charge a fee for distributing copies of TalkAndWrite(TM) Basic except that freeware distribution companies may charge their normal shipping and handling fees not to exceed $15.00 U.S. per copy. If a copy of TalkAndWrite(TM) Basic is distributed, TalkAndWrite requests that you send TalkAndWrite an e-mail addressed to support@TalkAndWrite.com notifying TalkAndWrite of such distribution and the identity of the person receiving the copy of TalkAndWrite(TM) Basic. The Freeware license of TalkAndWrite(TM) Basic is available to individuals only, and thus may not be copied or distributed to any partnerships, corporations or other legal entities, which may, at their discretion, acquire a license for TalkAndWrite (TM) Pro as described below.
3. Termination. TalkAndWrite may terminate your license to use TalkAndWrite(TM) Basic at any time, for any reason or no reason. TalkAndWrite may also terminate your license to use TalkAndWrite(TM) Basic if you breach any of the terms and conditions set forth in this Agreement. Upon termination, you shall immediately destroy all copies of TalkAndWrite(TM) Basic in your possession, custody or control.
4. Fees. There is no license fee for TalkAndWrite(TM) Basic. If you wish to receive the commercial version of TalkAndWrite(TM), TalkAndWrite(TM) Pro, you will be required to pay the applicable license fee. Your license status will be checked in our server each time you login the internet.
Grant of License Applicable To TalkAndWrite(TM) Pro
Subject to the terms and conditions set out in this Agreement, TalkAndWrite grants you a limited, nonexclusive, nontransferable and nonsublicensable right to use the commercial version of the Software called TalkAndWrite(TM) Pro ("TalkAndWrite(TM) Pro") solely in accordance with the following terms and conditions:
1. Use of TalkAndWrite(TM) Pro. You may download and use TalkAndWrite(TM) Pro on multiple computers owned, leased or rented by you; however, you are the only individual with the right to use your licensed copy(ies) of TalkAndWrite(TM) Pro. All copies of TalkAndWrite(TM) Pro must include TalkAndWrite's copyright notice.
2. Fees. A license to TalkAndWrite(TM) Pro allow you to unlimited use of one license, attached to a specific Skype ID, (subject to the terms of this Agreement) of the version of TalkAndWrite(TM) Pro you purchased, for the period bought, along this period you will get support and upgrades as set forth below. Your license status will be checked in our server each time you login the internet. This license is due upon download of TalkAndWrite™ Pro. No refunds or chargebacks will be made by TalkAndWrite after PURCHASE. It’s not allowed to use the same license at the same time in different computers.
3. Support. TalkAndWrite will provide you with support services related to TalkAndWrite(TM) Pro ( " Support Services " ) for the period bought. The nature, scope and extent of Support Services shall be as set forth in TalkAndWrite's policies and programs described in any user manuals, in .online. documentation, and/or other TalkAndWrite provided materials and are subject to change in TalkAndWrite's sole discretion. All support will be made by email to support@TalkAndWrite.com
4. Upgrades. TalkAndWrite will provide you with free upgrades for the period bought. Such upgrades will include any upgrades for TalkAndWrite(TM) Pro that are released by TalkAndWrite for general distribution to TalkAndWrite(TM) Pro licensees for the period bought for which you are entitled to receive free upgrades. TalkAndWrite has no obligation to provide you with any upgrades that are not released for general distribution to TalkAndWrite's other licensees. Nothing in this Agreement shall be construed to obligate TalkAndWrite to provide upgrades to you under any circumstances.
5. Return policy. Full refund will be provided when requested within 7 non-working days from purchase date. In case of defective products, full refund will be provided when requested within 30 non-working days from purchase date.
Prohibited Conduct
You represent and warrant that you will not violate any of the terms and conditions set forth in this Agreement and that:
You will not, and will not permit others to: (i) reverse engineer, decompile, disassemble, derive the source code of, modify, or create derivative works from the Software; or (ii) use, copy, modify, alter, or transfer, electronically or otherwise, the Software or any of the accompanying documentation except as expressly permitted in this Agreement; or (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software whether in a stand-alone configuration or as incorporated with other software code written by any party except as expressly permitted in this Agreement.
You will not use the Software to engage in or allow others to engage in any illegal activity.
You will not engage in use of the Software that will interfere with or damage the operation of the services of third parties by overburdening/disabling network resources through automated queries, excessive usage or similar conduct.
You will not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
You will not transfer the Software or utilize the Software in combination with third party software authored by you or others to create an integrated software program which you transfer to unrelated third parties.
Upgrades, Updates And Enhancements
All upgrades, updates or enhancements of the Software shall be deemed to be part of the Software and will be subject to this Agreement.
Disclaimer of Warranty
THE SOFTWARE IS WITHOUT WARRANTY THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE AND AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. This software is a SKYPE plug-in so we cannot give any warranty of Skype’s software and or fail of this software to connect to Skype software.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TALKANDWRITE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, TALKANDWRITE'S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS LICENSE SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES (IF ANY) YOU PAID FOR THIS LICENSE.
Legends and Notices
You agree that you will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or any accompanying documentation.
Term and Termination
This Agreement is effective upon your acceptance as provided herein and payment of the applicable license fees (if any), and will remain in force until terminated. You may terminate the licenses granted in this Agreement at any time by destroying the Software and any accompanying documentation, together with any and all copies thereof. The licenses granted in this Agreement will terminate automatically if you breach any of its terms or conditions or any of the terms or conditions of any other agreement between you and TalkAndWrite. Upon termination, you shall immediately destroy the original and all copies of the Software and any accompanying documentation, or return them to TalkAndWrite.
Software Suggestions
TalkAndWrite welcomes suggestions for enhancing the Software and any accompanying documentation that may result in computer programs, reports, presentations, documents, ideas or inventions relating or useful to TalkAndWrite's business. You acknowledge that all title, ownership rights, and intellectual property rights concerning such suggestions shall become the exclusive property of TalkAndWrite and may be used for its business purposes in its sole discretion without any payment or accounting to you.
Miscellaneous
This Agreement constitutes the entire agreement between the parties concerning the Software, and may be amended only by a writing signed by both parties. This Agreement shall be governed by the laws of the State of Santa Catarina, Brazil, excluding its conflict of law provisions. All disputes relating to this Agreement must be done at Florianopolis courts.
