Software License Agreement for TezLink

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE USING THE TezLink SOFTWARE. BY USING THE TezLink SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT USE THE SOFTWARE. IF THE TezLink SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK "DISAGREE/DECLINE".

IMPORTANT NOTE: This software may be used to reproduce materials. It is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. This software may also be used for remote access to files for use between computers. Remote access of copyrighted files is only provided for lawful personal use or as otherwise legally permitted. If you are uncertain about your right to copy or permit access to any material you should contact your legal advisor.

IMPORTANT NOTE: This software only works with the TezLink service. The software will be updated automatically from time to time to take advantage of new TezLink service features. Your installation of this software indicates your acceptance of these automatic software updates. While the TezLink service generally utilizes your resources to perform the services requested by you, the TezLink service may also utilize your resources to enhance the performance or functionality of the TezLink service in general.

1. General. The software and documentation accompanying this License whether on disk, in read only memory, on any other media or in any other form (collectively the "TezLink Software") are licensed, not sold, to you by TransIP, Inc. ("TezLink") for use only under the terms of this License, and TezLink reserves all rights not expressly granted to you. The rights granted herein are limited to TezLink's and its licensors' intellectual property rights in the TezLink Software and do not include any other patents or intellectual property rights. You own the media on which the TezLink Software is recorded but TezLink and/or TezLink's licensor(s) retain ownership of the TezLink Software itself. The terms of this License will govern any software upgrades provided by TezLink that replace and/or supplement the original TezLink Software product, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

2. Permitted License Uses and Restrictions. This License allows you to install and use the TezLink Software. The TezLink Software may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. You may make multiple copies of the TezLink Software in machine-readable form for backup purposes only; provided that the backup copies must include all copyright or other proprietary notices contained on the original. Except as and only to the extent expressly permitted in this License or by applicable law, you may not copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the TezLink Software or any part thereof. THE TezLink SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF COMMUNICATION SYSTEMS, MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE TezLink SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

3. Transfer. You may not transfer, rent, lease, lend or sublicense the TezLink Software.

4. Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from TezLink if you fail to comply with any term(s) of this License. Upon the termination of this License, you shall cease all use of the TezLink Software and destroy all copies, full or partial, of the TezLink Software.

5. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE TezLink SOFTWARE (AS DEFINED ABOVE) AND SERVICES (AS DEFINED BELOW) IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TezLink SOFTWARE AND SERVICES ARE PROVIDED "AS IS", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND TezLink AND TezLink'S LICENSORS (COLLECTIVELY REFERRED TO AS "TezLink" FOR THE PURPOSES OF SECTIONS 5 AND 6) HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE TezLink SOFTWARE AND SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TezLink DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE TezLink SOFTWARE OR SERVICES, THAT THE FUNCTIONS CONTAINED IN THE TezLink SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE TezLink SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE TezLink SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TezLink OR AN TezLink AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE TezLink SOFTWARE OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL TezLink BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE TezLink SOFTWARE OR SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF TezLink HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall TezLink's total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the smaller of (i) the amount of fifty dollars ($50.00) or (ii) the amounts paid by you for the TezLink software and services within thirty (30 days) of such payments. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

7. Export Control. You may not use or otherwise export or reexport the TezLink Software except as authorized by United States law and the laws of the jurisdiction in which the TezLink Software was obtained. In particular, but without limitation, the TezLink Software may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the TezLink Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.

8. Controlling Law and Severability. This License will be governed by and construed in accordance with the laws of the State of Maryland, as applied to agreements entered into and to be performed entirely within Maryland between Maryland residents. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

9. Complete Agreement; Governing Language. This License constitutes the entire agreement between the parties with respect to the use of the TezLink Software licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter, with the exception of any additional terms and conditions you are required to accept if you choose to use TezLink's online music store which will govern your use of such store and any music downloads you purchase through that store. No amendment to or modification of this License will be binding unless in writing and signed by TezLink. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this License shall govern.

10. TezLink Services. This software enables access to TezLink's Services (collectively and individually, Services). The Services are available in the United States and may be available in other select territories. Use of the Services requires Internet access and use of certain Services may require you to accept additional terms of service, which will be presented to you before you can use such Services.

You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Services at your sole risk and that TezLink shall have no liability to you for content that may be found to be offensive, indecent, or objectionable.

Certain Services may include materials from third parties or links to certain third party web sites. You acknowledge and agree that TezLink is not responsible for examining or evaluating the content or accuracy of any such third-party material or web sites. TezLink does not warrant or endorse and does not assume and will not have any liability or responsibility for any third-party materials or web sites, or for any other materials, products, or services of third parties. Links to other web sites are provided solely as a convenience to you. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party, and that TezLink is not in any way responsible for any such use by you.

You agree that the Services, including but not limited to graphics, audio clips, and editorial content, contain proprietary information and material that is owned by TezLink and/or its licensors, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

TezLink and its licensors reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will TezLink be liable for the removal of or disabling of access to any such Services. TezLink may also impose limits on the use of or access to certain Services, in any case and without notice or liability.

All copyrights in and to the Services (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources), are owned by TezLink and/or its licensors.

TezLink, the TezLink logo, TezLink, the TezLink logo, and other TezLink trademarks, service marks, graphics, and logos used in connection with the Services are trademarks or registered trademarks of TransIP, Inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Services may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.