SOFTWARE LICENSE AGREEMENT
IMPORTANT—READ CAREFULLY BEFORE DOWNLOADING, COPYING OR USING THE SOFTWARE
This Software License Agreement (the “Agreement”) is a legal contract between “You” (either an individual or a business entity) and RINGOBON LLC dba RINGIO (“we”, “us”, “Ringio”) for the licensing of Ringio’s proprietary software (the “Software”) to enable Ringio’s virtual telecommunication services (the “Services”). You and Us are collectively referred to as the Parties.
BY CLICKING THE “I AGREE” BUTTON BELOW, OR BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE ACCOMPANYING THIS LICENSE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY BELOW. IF YOU DO NOT ACCEPT THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON AND EXIT NOW. YOU MUST NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE AND YOU MUST DELETE THE SOFTWARE FROM YOUR HARDWARE.
PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE SOFTWARE OR ITS DOCUMENTATION, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
1. License Grant. Subject to the terms and conditions of this Agreement, we hereby grant you a non-exclusive, non-transferable, non-sublicenseable right and license during the License Term (as defined in Section 7 below) to install and operate the object code version of the Software up to the number of users (the “User IDs”) acquired through your subscription to the Services. The Software is licensed, not sold. The term “Software” shall also include any automatic updates of the Software licensed to you by us that we may provide through our website from time to time. You may download the Software as many times as necessary in varied hardware, however this Software is “in use” when a User ID logins into the Services. User IDs cannot open multiple simultaneous sessions, and can only be logged into the Services once per session. You agree to use your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized disclosure or use. Ringio and its licensors reserve all rights not expressly granted to you.
2. Documentation License. Subject to the terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non-transferable, non-sublicenseable right and license during the License Term to make copies of the Documentation provided by us, if any, solely for your use in connection with the exercise of rights granted in Section 1. You acknowledge that no right is granted to modify, adapt, translate, publicly display, publish, create derivative works or distribute the Documentation.
3. Limitations on Use. You will not use the Software or Documentation for any purposes beyond the scope of the licenses granted in this Agreement. Without limiting the generality of the foregoing, You will not (a) authorize or permit use of the Software or Documentation by persons other than authorized User IDs; (b) market or distribute the Software or the Documentation; (c) assign, sublicense, sell, lease or otherwise transfer or convey, or pledge as security or otherwise encumber, your rights under the licenses granted in Sections 1 and 2; (d) use the Software in any time-sharing or service bureau arrangement, including, without limitation, any use to provide services or process data for the benefit of, or on behalf of, any third party; (e) modify or create any derivative works of the Software (or any component thereof) or Documentation, except with the prior written consent of Ringio; (f) combine or integrate the Software with hardware, software or technology not provided to You by Ringio hereunder; or (g) decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source code from which any component of the Software is compiled or interpreted, and You hereby acknowledge that nothing in this Agreement shall be construed to grant You any right to obtain or use such source code. You may not use Ringio’s name or other trademarks without the prior written approval of Ringio. You may not release the results of any performance or functional evaluation of the Software to any third party without prior written approval of Ringio for each such release. You shall undertake all measures necessary to ensure that your use of the Software and the Documentation comply in all respects with all applicable laws, statutes, regulations, ordinances or other rules promulgated by governing authorities having jurisdiction over the Parties, the Software or the Documentation, including, without limitation, by means of obtaining any permits, licenses and/or approvals required with respect to export regulations promulgated by the Bureau of Export Administration or any other agency or department of the federal government of the United States of America. You acknowledge that Ringio makes no representation or warranty that the Software may be exported without appropriate licenses or permits under applicable law, or that any such license or permit has been, will be or can be obtained.
4. Ownership and proprietary rights. Subject to the rights granted in Sections 1 and 2, Ringio retains all right, title and interest in and to the Software, the Documentation and associated intellectual property rights including without limitation any related patents, copyrights or trademarks, and You acknowledge that you neither own nor acquire any rights in any of the foregoing not expressly granted by this Agreement. You further acknowledge that Ringio retains the right to use the Software for any purpose in Ringio’s sole discretion, and Ringio reserves all rights not expressly granted in this Agreement. Ringio and its licensors retain all right, title and interest in and to the Documentation and the Software and all copies thereof at all times, regardless of the form or media in or on which the original or other copies may subsequently exist.
5. Backup and Copyright. The Software and related Documentation are copyrighted by Ringio and its licensors. You may make one copy of the Software for backup purposes if Ringio’s copyright notice is included on such copy and to load the Software into the computer as part of executing the Software. You may make one copy of the Documentation and print one copy of any on-line documentation or other materials provided to you in electronic form. Any and all other copies of the Software and any copy of the Documentation made by you are in violation of this license.
6. Fees and payments. This Software is given to You free of charge provided you are currently subscribed to the Services, at the then current rates published in the Ringio website.
7. Term and Termination. This license is effective while your subscription to the Services remains active (the “License Term”). You may terminate this license at any time by destroying the Software and Documentation and the permitted backup copy. This license automatically terminates (i) if you cancel the Services; (ii) if you fail to comply with the terms and conditions of this Agreement; and (iii) if you breach the license grant provided in Sections 1 and 2. You agree that, upon such termination, you will either destroy (or permanently erase) all copies of the Software and Documentation.
8. Disclaimer of warranty. RINGIO AND ITS LICENSORS PROVIDE THE SOFTWARE AND THE DOCUMENTATION “AS IS” WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS. NO WARRANTY IS MADE BY RINGIO ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. RINGIO DOES NOT WARRANT THAT THE SOFTWARE OR ANY OTHER INFORMATION, MATERIALS, TECHNOLOGY OR SERVICES PROVIDED UNDER THIS AGREEMENT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT RINGIO’S OBLIGATIONS UNDER THIS AGREEMENT ARE FOR YOUR BENEFIT ONLY. All risk of quality and performance of the Software and the Documentation is with you. Should the Software prove defective, you and not Ringio assume the entire cost of any service and repair. This disclaimer of warranty constitutes an essential part of this Agreement.
9. LIMITATION OF REMEDIES. IN NO EVENT WILL RINGIO OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT OF YOUR USE OR INABILITY TO USE THE SOFTWARE INCLUDING, BY WAY OF ILLUSTRATION AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES, ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF RINGIO, OR ITS LICENSORS OR AN AUTHORIZED LICENSOR DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
10. Applicable Law. This license will be governed by the laws of the Commonwealth of Virginia, without reference to conflicts of laws principles. The United Nations Convention on Contracts for the Sale of Goods does not apply to this license. For purposes of all claims brought under this Agreement, each of the parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Fairfax County, Virginia.
11. Export Controls. The Software and the underlying information and technology may not be downloaded or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
12. U.S. Government End Users. The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202 -1 through 227.7202 -4 (June 1995), all U.S. Government End Users acquire only those rights in the Software and the Documentation that are provided by this Agreement.
13. Severability. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect.
14. Transfer. You may not transfer, assign or delegate this license or any of the related rights or obligations for any reason. Any attempt to make any such transfer, assignment, or delegation by you shall be void.
15. Miscellaneous. You acknowledge that Ringio will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. In the event that Ringio prevails in any proceeding or lawsuit brought by either Party in connection with this Agreement, Ringio will be entitled to receive its costs, expert witness fees and reasonable attorney’s fees, including costs and fees on appeal. Except as expressly provided in this Agreement, waiver of a breach of or right hereunder will not constitute a waiver of any other or subsequent breach or right. If any provision herein shall be held by a court of competent jurisdiction to be contrary to law, that provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions herein will remain in full force and effect. These terms and conditions constitutes the entire agreement, understanding and representations, expressed or implied, of the Parties with respect to the subject matters described herein, and supersedes all prior written and oral communications, agreements, letters of intent, representations, warranties, statements, negotiations, understandings and proposals, with respect to such subject matters. This Agreement may not be amended or modified without the written agreement of You and Ringio.
v1.0 updated 4/14/10