TERMS OF SERVICE

 

END USER LICENSE AGREEMENT and ONLINE TERMS AND CONDITIONS

 

THIS END USER LICENSE AGREEMENT (“Agreement”) CONSTITUTES A BINDING AGREEMENT BETWEEN YOU , AND/OR ANY OTHER THIRD PARTY USING THE SOFTWARE (“USER”), AND TOUCAN SOFTWARE DEVELOPMENT GROUP LIMITED (“TWIGFIX”). YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING THIS SOFTWARE. INSTALLATION OF THIS SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST NOT INSTALL THE SOFTWARE, OR UNINSTALL THE SOFTWARE IF IT IS ALREADY INSTALLED. USE OF THE SOFTWARE IS STRICTLY PROHIBITED UNLESS YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.

 

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO ONLY INSTALL THIS SOFTWARE ON A DEVICE OR DEVICES OWNED BY THE USER. USER ALSO AGREES TO INFORM ANY PERSON(S) WHO USES A DEVICE WITH THE SOFTWARE INSTALLED OF THE PRESENCE OF THE SOFTWARE. FAILURE TO COMPLY MAY RESULT IN YOU BREAKING STATE AND FEDERAL LAWS. USER UNDERSTANDS AND AGREES THAT USER SHALL BE RESPONSIBLE FOR ANY LEGAL COSTS INCURRED BY TWIGFIX THAT IS A DIRECT RESULT OF USER’S IMPROPER OR ILLEGAL USE OF THE SOFTWARE.

 

OWNERSHIP OF SOFTWARE

 

USER acknowledges and agrees that all of the software programs, whether in basic code or usable form, certificates of authenticity, security devices and associated documentation, regardless of form or media, (collectively, the “Software”) which are the subject of this Agreement, are owned exclusively by TWIGFIX.

 

GRANT OF LICENSE

 

TWIGFIX grants to USER, and USER accepts, a limited, non-exclusive and revocable license to use the Software, in machine-readable, object code form only. USER agrees to use the Software only as authorized in this Agreement.

 

No other rights, either express or implied, are being transferred to the USER unless specifically stated in this Agreement. USER shall not have any right to reproduce, distribute, or otherwise disseminate the Software contrary to the terms and conditions of this Agreement. USER shall have no right, title, interest or claim as to the property owned by TWIGFIX, which includes but is not limited to, the Software, any patents, trademarks, copyrights, and/or trade-names.

 

SCOPE OF LICENSE

 

This Software is licensed to be installed and can be used on up to three devices.

 

USER may not copy or make any changes or modifications to the Software, and USER may not engage or participate with any other third party to manufacture, duplicate, deliver, transfer, pirate, translate, decompile, disassemble, or otherwise reverse engineer the Software. USER may not lend, rent, lease or sub-license the Software, in any form, to any other third party for any purpose, unless authorized by this Agreement. USER agrees to use all reasonable efforts to protect the Software from unauthorized use, modification, reproduction, distribution or publication and to report any unauthorized use, modification, reproduction, distribution or publication to TWIGFIX. USER is not permitted to make any copies of the Software. USER shall not use the Software in a manner not authorized by the terms of this Agreement, and TWIGFIX reserves all rights that are not expressly granted herein.

 

TRANSFER RESTRICTIONS

 

USER may not transfer, sell, distribute or otherwise disseminate the Software, without the prior written consent of TWIGFIX.

 

USE OF THE SERVICE

 

In using the software, you agree to obey all local, state and federal laws. You may not use the Service in any way: 1) that harms our affiliates, resellers, distributors, and/or vendors (collectively, the “TWIGFIX Parties”), or any other customer of an TWIGFIX Party; 2) to modify or reroute, or attempt to modify or reroute the Service; to damage, disable, overburden, or impair the Service (or the network connected to the Service), or interfere with anyone’s use of the Service; 3) to resell or redistribute the Service, or any part of the Service without express written consent of TWIGFIX.

 

TERM AND TERMINATION

 

This Agreement will become effective upon the date that USER acquires the Software and shall remain in full force and effect for one (1) year. USER may terminate this Agreement at any time by removing the Software from any device containing a copy of the Software and either (1) returning the Software and all original documentation to TWIGFIX or (2) destroying the original Software and all copies and informing TWIGFIX in writing that the Software has been destroyed. This Agreement and USER’S rights pursuant to this license will terminate automatically without notice from TWIGFIX if USER fails to comply with any provision of the Agreement. Upon termination for any reason, USER agrees to destroy or purge all copies of the Software and accompanying original materials.

 

LIMITED WARRANTY

 

Limited Product Warranty. TWIGFIX warrants that each version of the Software will perform substantially in accordance with its user documentation. This warranty is valid for a period of one (1) years from the date of install (the “Product Warranty Period”). In connection with this Limited Warranty, TWIGFIX will and can automatically provide USER with all new versions of the Software that are made available to new customers during the Product Warranty Period by using an auto update feature. TWIGFIX, however, is not required to release new versions of the Software at any time and will only release such versions in its sole discretion. Any warranties imposed by law concerning the Software are limited to the thirty (30) day period.

 

UNLESS MANDATORY UNDER APPLICABLE LAW DESPITE THIS PROVISION, TWIGFIX EXCEPT AS EXPRESSLY WARRANTED HEREIN, PROVIDES THIS SOFTWARE “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM IS WITH THE USER. TWIGFIX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET USER’S REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PROGRAM DEFECTS WILL BE CORRECTED.

 

NEW VERSIONS OF THE SOFTWARE

 

TWIGFIX, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Software.

 

LIMITATION OF LIABILITY

 

USER AGREES THAT IN NO EVENT SHALL TWIGFIX, ITS AFFILIATES, DISTRIBUTORS OR RESELLERS BE LIABLE FOR ANY DAMAGES (INCLUDING ANY CAUSED BY NEGLIGENCE), LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER DAMAGES, EVEN IF TWIGFIX OR ITS AFFILIATES ARE ADVISED, IN ADVANCE, OF THE POSSIBILITY OF SUCH DAMAGES. USER AGREES THAT THIS LIMITATION OF LIABILITY SHALL APPLY EVEN IF ANY REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.

 

GOVERNING LAW, JURISDICTION AND VENUE

 

This Agreement shall be construed under the laws of the Belize City, Belize, excluding rules regarding conflicts of law. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. USER and TWIGFIX agree to submit to the exclusive personal jurisdiction, subject matter jurisdiction and venue of the Belize City, Belize. Any and all disputes concerning the Software, this Agreement or any other matter between the USER and TWIGFIX stemming from the Software or this Agreement shall be decided by a Court of competent Jurisdiction located within Belize City, Belize.

 

UPDATES TO THIS AGREEMENT

 

TWIGFIX reserves the right to change this Agreement at any time by publishing the revised Agreement on the TWIGFIX websites. The revised Agreement shall become effective within thirty (30) days of such publication, unless USER expressly accepts the revised Agreement earlier by agreeing to the revised Agreement. USER’s express acceptance or USER’s continued use of the Software after expiry of the notice period of thirty (30) days, shall constitute USER’s acceptance to be bound by the terms and conditions of the updated Agreement. TWIGFIX reserves the right to change any element of this Agreement from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on the TWIGFIX website (unless USER expressly accepts the revised terms earlier), or within the timeframe set out in the applicable terms, if different.

 

COMPLETE AGREEMENT

 

This Agreement constitutes the entire agreement between the USER and TWIGFIX with respect to the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. TWIGFIX reserves the right to modify this agreement, without notice, at any time. No amendment to or modification of this Agreement will be binding unless in writing and signed by TWIGFIX. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, invalid, or illegal, the remainder of this Agreement shall continue in full force and effect and the parties will amend this Agreement to give effect to the stricken clause to the maximum extent possible.

 

OTHER TERMS AND CONDITIONS OF USE

 

USER agrees that the installation and use of the Software will be in accordance with all local, state and federal laws governing the monitoring of device activity and usage.

 

USER agrees to install this software ONLY on a device that is owned by the USER or on a device which USER has been given explicit permission by the device owner for such installation. USER agrees NOT install this Software on any device that is not owned by USER on any device that USER has not been given explicit permission for such installation.

 

USER acknowledges that it is prohibited and against the terms of this Agreement NOT to inform any third party that the device they are using is installed with the Software and that their usage is subject to monitoring and recording.