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license_agreement.txt
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license_agreement.txt
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Tapatalk Plugin: End-User Product License Agreement
IMPORTANT-READ THESE TERMS CAREFULLY BEFORE DOWNLOADING THE TAPATALK SOFTWARE (THE “PRODUCT”). BY DOWNLOADING OR USING THE PRODUCT, YOU (“YOU” OR “END-USER”) ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS (THE “LICENSE” OR “AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU ARE NOT PERMITTED AND NOT AUTHORIZED TO DOWNLOAD OR USE THIS PRODUCT.
1. Grant of License for Registered Users
Quoord Systems Limited (“Quoord” or “Tapatalk”) grants you a limited, non-exclusive, non-transferable license to upload, install and otherwise use the Tapatalk Plugin software in conjunction with a Tapatalk compatible forum (the "Product"), including any documentation files accompanying the Product ("Documentation"), provided that: (i) all copyright notices are maintained on the Product; and (ii) you agree to be bound by the terms of this License Agreement, and (iii) the Product is used for the limited purpose contemplated in the provision of this License Agreement. The Product and Documentation shall be used only by you or your organization.
2. Ownership
You have no ownership rights in the Product. Rather, you have a license to use the Product as long as this License Agreement remains in full force and effect. Ownership of the Product, Documentation and all intellectual property rights therein shall remain at all times with Quoord Systems Limited. Any other use of the Product by any person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this License Agreement.
3. Copyright
The Product and Documentation contain material that is protected by copyright law, nationally and internationally. It is also protected by United States Copyright Law, trade secret law, and by international treaty provisions. All rights not granted to you herein are expressly reserved by Quoord Systems Limited. You may not remove any proprietary notice of Quoord Systems Limited from any copy of the Product or Documentation.
4. Restrictions
All licenses pertaining to the Product and Documentation must be granted explicitly in writing by Quoord. Accordingly, without such license or as set forth explicitly under this License Agreement you may not publish, display, disclose, rent, lease, modify, loan, distribute, or create derivative works based on the Product or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Product, nor shall you attempt to create the source code from the object code for the Product.
5. Confidentiality
You acknowledge that the Product contains proprietary trade secrets of Quoord Systems Limited and you hereby agree to maintain the confidentiality of the Product using at least as great a degree of care as you use to maintain the confidentiality of your own most confidential information.
6. NO WARRANTY
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE AND ANY AND ALL PRODUCTS AND/OR SERVICES PROVIDED BY QUOORD IN CONNECTION WITH THE SOFTWARE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND. QUOORD HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL QUOORD BE LIABLE (A) FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF QUOORD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B)FOR, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, BUSINESS INTERRUPTION WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, LOSS OF DATA, OR ANY PERFORMANCE UNDER THE AGREEMENT, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN IF SUCH END-USER OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID FOR THE LICENSE TO QUOORD HEREUNDER. QUOORD MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.
8. SCOPE OF LIMITATIONS AND DISCLAIMERS. THE FOREGOING LIMITATIONS AND DISCLAIMERS APPLY REGARDLESS OF THE CAUSES OR CIRCUMSTANCES GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT INCLUDING, WITHOUT LIMITATION, FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM.
9. ENFORCEABILITY OF THIS AGREEMENT. IF ANY PROVISION OF THE AGREEMENT IS UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION WILL BE DEEMED SEVERABLE FROM THE AGREEMENT AND WILL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.
10. End-User Warranties
End-User warrants, represents and unconditionally guarantees to Quoord that (a) End-User has the right and ability to enter into this agreement to license the Quoord Product, (b) End-User and/or any parties which End-User may make the use of the Product available will not be used in any manner which may (i) infringe upon any United States copyright, patent, trademark, trade secret, or other proprietary right; (ii) materially violate any applicable law, statute, ordinance, regulation, right of publicity or privacy; (iii) knowingly contain viruses, Trojan horses, worms, time bombs, cancelbots, or other similar harmful or deleterious programming routines; (iv) contain or promote illegal or unlawful activity.
11. End-User Indemnification
End-User shall indemnify and hold harmless Quoord (and its subsidiaries, affiliates, directors, officers, agents, employees and contractors) of, from and with respect to any and all loss, cost, claim, damage, liability and expense (including, but not limited to, reasonable attorney’s fees and all related costs and expenses) incurred by Quoord as a result of any breach by End-User of this License Agreement and any claim, judgment, or adjudication against Quoord related to or arising from any breach of this License Agreement.
12. Termination
This License Agreement is effective until it is terminated. Unless otherwise explicitly set forth in writing within another agreement, you may terminate this License Agreement at any time by destroying or returning to Quoord all copies of the Product and Documentation in your possession or under your control. Quoord may terminate this License Agreement for any reason, including, but not limited to, if Quoord finds that you have violated any of the terms of this License Agreement. Upon notification of termination, you agree to destroy or return to Quoord all copies of the Product and Documentation and to certify in writing that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, non-disclosure, limitation of liability and indemnification (specifically paragraphs 3 through 11) shall survive the termination of this License Agreement.
13. General
This License Agreement shall be construed, interpreted and governed by the laws of Hong Kong S.A.R. without regard to conflicts of law provisions thereof. The exclusive forum for any disputes arising out of or relating to this License Agreement shall be an appropriate court sitting in Hong Kong S.A.R. This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver or modification of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties. No provision of the Agreement will be interpreted against any party because such party or its legal representative drafted such provision.
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