End User License Agreement

This End-User License Agreement (the “Agreement“) is between you (both the individual installing the software accompanying this Agreement and any legal entity on whose behalf such individual is acting) (hereinafter: “You” or “Your”) on the one hand and Zappix Inc., including its affiliates, subsidiaries and/or associated companies worldwide on the other hand (“Company”).

PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE ACCEPTING, AND/OR BEFORE DOWNLOADING AND/OR INSTALLING AND/OR USING THE SOFTWARE (DEFINED BELOW). THIS SOFTWARE IS COPYRIGHTED, PATENTED [patent pending] AND LICENSED (NOT SOLD). TAKING ANY STEP TO SETUP OR INSTALL OR OTHERWISE USE THE SOFTWARE CONSTITUTES YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND COMPANY’S PRIVACY POLICY (AVAILABLE AT www.zappix.com) (THE “PRIVACY POLICY”). WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF YOU SHALL BE CONSTRUED AS INFERENCE TO THE CONTRARY. THIS AGREEMENT MAY ALSO BE ATTACHED TO ANY DOCUMENT PROVIDED TO YOU AS A CONDITION TO RECEIPT OF SUCH DOCUMENT. THE ACCEPTANCE OF ANY PAYMENT MADE BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SOFTWARE AND/OR RESULTS THEREOF, AND PERMANENTLY DELETE, REMOVE AND RETURN ALL COPIES OF THE SOFTWARE AND/OR DOCUMENTATION AND/OR RESULTS THEREOF TO COMPANY.

The term “Software” means the downloadable object code copy of the software program known as Zappix application licensed to You in connection with this Agreement, together with all other related and accompanying documentation (the “Documentation”), provided by Company (or by any authorized distributor of Company’s products), unless otherwise specifically indicated by Company, and any update or a new release of the software.

The term “Software” means the downloadable object code copy of the software program known as Zappix application licensed to You in connection with this Agreement, together with all other related and accompanying documentation (the “Documentation“), provided by Company (or by any authorized distributor of Company’s products), unless otherwise specifically indicated by Company, and any update or a new release of the software.

Scope of License

  1. Subject to all of the terms and conditions of this Agreement, the Privacy Policy, and license fees if and as applicable, Company grants You a non-transferable, non-sublicensable, non-exclusive, limited, and vocable license to download, install and use the Software, provided to You by Company, in object code form for Your own internal use. The Software may only be installed on one cellular phone device (the “Device“). If You wish to install the Software on additional Device/s, additional licenses must be purchased and Software must be downloaded and installed separately. You hereby acknowledge and accept that the Software downloading, installation and use constitutes, inter alia, Your request from Company to collect on Your behalf information provided in Interactive Voice Response systems of third parties (“IVR“) and provide You with the said information for Your own use.
  2. The Software may be used only in accordance with (i) the technical specification documentation generally made available by Company to its Software users (the “Documentation“); (ii) this Agreement and (iii) Privacy Policy.
  3. You further acknowledge that the downloading, installation and use of the Software may be subject to fees charged by Company at Company’s sole discretion according to the prices published on Company’s website at www.zappix.com and/or any other website and/or sub-site addressed by Company (the “Website“) from time to time. You are hereby obliged to pay any and all fees on time, if and as applicable, and in accordance with the publications on the Website.
  4. You further agree and acknowledge that by using the Software you may receive information, texts, advertisements, notices and/or other materials which are uploaded on to the Software by Company and/or by other third parties (“dvertising Material”) which are not always controlled by Company. You hereby release Company from any and all liability arising from receiving such Advertising Material regardless of their origin, contents and/or their context. If you do not wish to receive such Advertising Material kindly tick the applicable box especially provided for such purposes prior to running and using the Software.

Restrictions

This Software and accompanying Documentation are protected by intellectual property laws and international treaty provisions. Unauthorized copying of the Software in whole or in part is expressly forbidden. The Software is licensed to You solely for Your own use, to be made by You and for Your own operations on your Device. Neither the Software nor any portion thereof may be installed on other Devices, used by or on behalf of, accessed by, re-sold to, returned to, or distributed to any other party. You agree not to allow others to use the Software and You will not use the Software for the benefit of third parties. You acknowledge that the source code of the Software, and the underlying ideas or concepts are valuable intellectual property of Company and You agree not to, except as expressly authorized in writing by Company and only to the extent established by applicable statutory law, attempt to (or permit other third parties to) decipher, reverse translate, decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, programming, interoperability interfaces, replicate, schematics, or physical designed of the Software by any means whatsoever. You will not develop methods to enable unauthorized parties to use the Software, or to develop any other product containing any of the concepts and ideas contained in the Software. You will not (and will not allow any third party to) modify the Software or create a derivative work off any portion of the Software. You will not (and will not allow any third party to) remove any copyright or other proprietary notices from this Software. You will not test the Software or use the Software in connection with any benchmark tests, evaluation or any other tests of which the results are designated or likely to be published in any form or media or otherwise made available to the public, without Company’s prior written approval. Other than explicitly permitted hereinabove: You will not rent, lend, lease, sub-license or transfer the Software and/or Your rights to the Software. You or any person under Your authority or control will not make copies of the Software or any portions thereof. You will not use the Software in a manner that is not in compliance with the terms of this Agreement and the Documentation and with Company’s specific instructions. You will not copy nor modify, adapt or translate into any language the Documentation, nor create derivative works based on the Documentation, without the prior written consent of Company.

You acknowledge and agree that Company may monitor data processed through the Software to the extent permitted by applicable law, and for the purpose of data protection, any applicable support services and/or verifying compliance with the terms and conditions set forth herein. You further acknowledge and agree that while providing the services, Company may collect or receive identified information about Your Device and about Your use habits of the Software all in accordance with the Privacy Policy.

Excluded Services

In order to use the Software, data connectivity is required which may result in high costs for You. Accordingly, You must have a data connectivity package supplied by Your service provider, which may be your mobile carrier, Internet service provider and/or other provider. The cost of this data connectivity service may vary among service providers and You realize and understand that it is Your responsibility to check such costs. In particular, You further understand and acknowledge that the costs associated with such data connectivity service may rise significantly when roaming abroad. Therefore, You are advised to consider the costs involved in using the Software, depending on Your location at any particular time.

Privacy and Your personal information

Company is committed to respecting and protecting Your privacy and confidentiality of Your personal information. For information about Company’s privacy and data protection policies, please refer and read Company’s Privacy Policy at www.zappix.com. By accepting the terms and conditions of this Agreement You agree to the use of your personal information and data in accordance with Company’s Privacy Policy.

Title and Intellectual Property

ou acknowledge and agree that the Software and the Documentation, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, are Company’s property protected under any applicable laws and treaties. You further acknowledge and agree that all rights, title and interests in and to the Software, including associated intellectual property rights (including but not limited to, copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Software are and shall remain with Company. This Agreement does not convey to You an interest in or to the Software, but only a limited right of use, revocable in accordance with the terms and conditions of this Agreement. Nothing in this Agreement constitutes a waiver of Company’s intellectual Property rights under applicable Law. You will have no lien or other similar rights with respect to the Software.

Third Party Software

f the Software contains any software, hardware or annexed instruments provided by third parties, such third party software or annexed instruments shall be subject to its applicable license and to the conditions found in separate license agreements as applicable, in the event that no such third party license agreements exist, the restrictions contained in this agreement shall apply on all such third party software mutatis mutandis. You may find in the “About Box” of the Software copyright notices and other information with respect to such third party software licenses

Software Maintenance and support

ompany shall provide You with updates and/or enhancements made generally available to customers from time to time, and online e-mail support at support.us@zappix.com or other e-mails as described at www.zappix.com for the sole purpose of addressing technical issues relating to the use of the Software (excluding, for removal of doubt, any form of on-site visits by Company’s personnel or contractors). (“Maintenance Services“). The Maintenance Services may be charged by Company at its sole discretion according to the prices published in the Website.

Term and Termination

This Agreement is effective until terminated by Company at any time for any reason whatsoever at Company’s sole discretion without a prior notice. Upon termination of this Agreement, the rights to use the Software and Documentation shall automatically terminate and the Software, the Documentation and all copies thereof must be returned to Company or destroyed by you and Company, at its sole discretion, may block Your access to the Software. Without derogating from the generally of the aforesaid, Company may terminate this agreement immediately upon any violation by You of any of the provisions of this Agreement, in such event, You shall indemnify Company for any loss expenses and/or damages incurred by Company pursuant to such breach or violation, in addition to any other rights and remedies available to Company under applicable law. You may also terminate this Agreement at any time by returning to Company or destroying all copies of the Software and Documentation in your possession or control; provided, however, that you shall pay the license fee, support and maintenance fees, if and as applicable, that you were to pay for the term of the license use for which You have prescribed. The provisions of paragraphs 7, 8, 11, 12, 13 and 14 will survive any termination of this Agreement.

Limitation on Warranty

Company does not warrant that Your use of the Software will be uninterrupted or that the operation of the Software will be error free or secure. THE SOFTWARE AND THE DOCUMENTATION ARE LICENSED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES, WETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; NO LICENSOR, DEALER, DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

Limitation of Liability

OU HEREBY AGREE THAT IN NO EVENT SHALL COMPANY OR ITS , DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUPPLIERS OR AGENTS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION OR DATA, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY REGARDLESS OF THE FAILURE OF ANY ESSENTIAL PURPOSE. THIS LIMITATION IS AN ESSENTIAL PART OF THE AGREEMENT BETWEEN YOU AND COMPANY. IN NO EVENT WILL COMPANY BE LIABLE FOR ANY DAMAGES IN EXCESS OF THE AMOUNT COMPANY RECEIVED FROM YOU UNDER THIS AGREEMENT IN RESPECT WITH THE PARTICULAR USE OF THE SOFTWARE GIVING RISE TO THE LIABILITY AND IN ANY EVENT SUCH COMPENSATION SHALL NOT EXCEED THE AMOUNT OF UP TO USD 250. YOU ACKNOWLEDGE THAT THIS LIMITATION REPRESENTS A REASONABLE ALLOCATION OF RISK, AND THAT COMPANY WOULD NOT PROVIDE THE SOFTWARE EXCEPT UNDER THE TERMS OF THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Export Control

ou shall comply with all applicable government trade and export control laws and regulations with respect to the Software. You agree that the Software will not be transferred or exported into any country or used in any manner prohibited by any applicable laws in any jurisdiction.

Miscellaneous

ou may not assign Your rights or obligations under this Agreement without the prior written consent of Company. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. The laws of the state of Delaware shall govern all issues arising under or relating to this Agreement, without giving effect to the conflict of laws principles thereof. All disputes arising under or relating to this Agreement shall be resolved exclusively in the federal or state courts located in Delaware.. This Agreement sets the entire understanding and agreement between You and Company, it supersedes any prior proposal, representation and understanding concerning the Software, and may be amended only in writing signed by both parties. This Agreement shall be deemed an agreement for the benefit of third party suppliers of Company. If You are a corporation, partnership or similar entity, then the license to the Software granted hereunder is deemed to be accepted by a person authorized to sign for and bind the entity.