This Agreement is a legal agreement between you and Ptwing, Inc.for the Application, which includes computer software and may include “online” or electronic documentation. Ptwing reserves the right to change the terms and conditions of this Agreement at any time and such changes will be effective upon notice to you. Your continued use of the Application after any such change will be deemed acceptance of the updated or amended terms. If you do not agree to the changes, you should cease using this Application.
1. License. Subject to the terms of this Agreement, Ptwing grants to you (i) a nontransferable, nonexclusive, royalty-free, fully paid, worldwide license to permit those individuals authorized by you (“Users”) to use, execute and display the Application, in executable object code format only, solely for your own internal business operations. You agree to use the Application only for lawful purposes, and in a way that does not infringe the rights of, restrict or inhibit anyone else’s use of the Application.
2. Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Application available to any third party other than an authorized User; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Application; (c) you shall not access the Application to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Application may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Application shall be subject to the terms of this Agreement.
4. Disclaimer of Warranties. The Application is provided to you free of charge, and on an “AS-IS” basis. Ptwing provides no technical support, warranties or remedies for the Application. You acknowledge that Ptwing is not responsible for any damage, loss, liability or result caused by widgets from other developers. Ptwing and its suppliers disclaim all express, implied or statutory warranties relating to the Application, including but not limited to, merchantability, fitness for a particular purpose, title, and non-infringement. Ptwing does not warrant that use of the Application will be uninterrupted, or error-free, that defects will be corrected, or that the Application is free of viruses or other harmful components. If applicable law requires any warranties with respect to the Application, all such warranties are limited in duration to ninety (90) days from the date of download or use.
5. Limitation of Liability. Neither Ptwing nor its suppliers shall be responsible or liable with respect to any subject matter of this Agreement or terms or conditions related thereto under any contract, negligence, strict liability or other theory (a) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (b) for any indirect, incidental or consequential damages including, but not limited to loss of revenues and loss of profits. Ptwing’s aggregate cumulative liability hereunder shall not exceed the greater of fifty dollars ($50.00) or the amount paid by you for the Application that caused such damage. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to you.
6. Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between Ptwing and you. Ptwing would not be able to provide the Application on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Ptwing’s suppliers.
7. (If You are Located Outside of the USA) Consumer End Users Only. The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to you only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where you are located.
8. Term and Termination. This Agreement and the licenses granted hereunder are effective on the date you accept the terms of this Agreement and shall continue unless this Agreement is terminated by either party pursuant to this section. Ptwing may terminate this Agreement immediately upon notice to you in the event that you materially breach any of the terms hereof.
9. Export. The Application and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from MoboTop, or any products utilizing such data, in violation of the United States export laws or regulations. You will indemnify and hold Ptwing harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of its obligations under this section. Your obligations under this section shall survive the expiration or termination of this Agreement.