End User License Agreement (EULA)

End User License Agreement (EULA)

TALARIAX SENDQUICK GENERAL EULA

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IMPORTANT READ CAREFULLY: BY DOWNLOADING, INSTALLING, AND/OR USING THE SOFTWARE (DEFINED BELOW), YOU (DEFINED BELOW) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (DEFINED BELOW).  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE.

SENDQUICK END USER LICENSE AGREEMENT: This End User License Agreement (the “Agreement”) is hereby entered into and agreed upon by you, either an individual or an entity, and its Affiliates (“You” or “Company”) and TalariaX Pte Ltd (“TalariaX’), for the sendQuick Software (“Software’).

1. DEFINITIONS
   • 1.1 “Affiliates” means an entity controlled by, under common control with, or controlling such party, where control is denoted by having fifty percent (50%) or more of the voting power (or equivalent) of the applicable entity. Subject to the terms and conditions of this Agreement, Affiliates may use the license granted hereunder.  All references to TalariaX shall be deemed to be references to TalariaX and its Affiliates, and all references to Company, You, or Your shall be deemed to be references to Company and its Affiliate(s).
   • 1.2 “Computer” means the hardware, if the hardware is a single computer system, whether physical or virtual, or means the computer system with which the hardware operates, if the hardware is a computer system component.
   • 1.3 “Documentation” means the official user documentation provided by TalariaX Worldwide to You on the use of the Software.  For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by TalariaX; any online community site; unofficial documentation, videos, white papers, or related media; or feedback does not constitute Documentation.
   • 1.4 “Software” means the object code versions of the product, together with the updates, new releases or versions, modifications or enhancements, owned and provided by TalariaX to You pursuant to this Agreement.
2. GRANT OF LICENSE
   • 2.1 Production License. Upon payment of the applicable fees for the Software and continuous compliance with the terms and conditions of this Agreement, TalariaX hereby grants You a limited, perpetual, nonexclusive, nontransferable license to use the object code of the Software and Documentation in Your facility subject to the terms contained herein:
     For each Software license key that You purchase from TalariaX, You may: (i) use the Software on any single Computer, unless the Documentation clearly indicates otherwise; and (ii) copy the Software for back-up and archival purposes, provided any copy must contain all of the original Software’s proprietary notices and a notice that it will not be used for transfer, distribution or sale.
     The Software is in use on a Computer when it is loaded into temporary memory or installed in permanent memory (hard drive, CD-ROM or other storage device).  You agree to use Your reasonable efforts to prevent and protect the contents of the Software and Documentation from unauthorized use or disclosure, with at least the same degree of care that You use to protect Your own confidential and proprietary information, but in no event less than a reasonable degree of care under the circumstances.  You agree that You will register this Software only with TalariaX and that You will only install a Software license key obtained directly from TalariaX.
   • 2.2 Software Evaluation License. If the Software is provided to You for evaluation purposes, TalariaX grants to You a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software solely for evaluation prior to purchase (an “Evaluation License”).  The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from TalariaX at its sole discretion. Notwithstanding any other provision contained herein, Software provided pursuant to an Evaluation License is provided to You “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific Evaluation License terms set forth in this Section, all other terms of this End User License shall apply to Software licensed under an Evaluation License.
   • 2.3 High Availability and/or Disaster Recovery Purpose License. If You are obtaining a redundant version of the Software solely for high availability and/or disaster recovery purposes for use on Your disaster recovery Computer, You represent and warrant that (i) You may actively run the redundant version of the Software on a Computer, provided it is not running on a primary production Computer, unless (a) the primary production Computer related to the primary production version of the Software fails, (b) the Software or Computer associated with the primary production license is being upgraded or replaced, or (c) other temporary reasons that disrupt all or a material part of Your business operations; (ii) You will not utilize the redundant version of the Software to send messages or that are used in the same way as the primary production Computer; and (iii) You will promptly get the primary production Computer hosting the primary production license operating correctly in order to support Your daily activities.
3. LICENSE RESTRICTIONS
   • 3.1 You may not: (i) provide, make available to, or permit other individuals to use the Software or Documentation, except under the terms listed above, either in whole or part; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works, or otherwise attempt to derive the source code based upon the Software or Documentation; (iii) copy, reproduce, republish, upload, post, or transmit the Software or Documentation (except for back-up or archival purposes, which will not be used for transfer, distribution, or sale); (iv) license, sell, rent, lease, transfer, sublicense, distribute, or otherwise transfer rights to the Software or Documentation; (v) remove any proprietary notices or labels on the Software or Documentation; or (vi) license the Software if You are a direct competitor of TalariaX for the purposes of monitoring the Software’s availability, performance, or functionality or for any other benchmarking or competitive purposes.  Any such forbidden use shall immediately terminate Your license to the Software.  The Software, including its features, functionalities, managing, recording, playback, messaging and download features, are intended only for use with public domain or properly licensed third party materials.  You might need  a third party license to create, copy, download, record or save third-party media or content files for playback by this Software or to serve or distribute such files to be played back by the Software. All responsibility for obtaining such a license is Yours, and TalariaX shall not be responsible for Your failure to do so.
   • 3.2 TalariaX Trademarks. You may not delete, remove, hide, move or alter any trademark, logo, icon, image or text that represents the company name of TalariaX, any derivation thereof, or any icon, image, or text that is likely to be confused with the same. All representations of the company name or mark “TalariaX” and “sendQuick” or any of its Affiliates’ names or marks must remain as originally distributed regardless of the presence or absence of a trademark, copyright, or other intellectual property symbol or notice.
   • 3.3 Compliance with Applicable Laws. The Software and Documentation are protected by the intellectual property laws and other laws of the Republic of Singapore and international laws and treaties, including intellectual property laws.  You agree that You shall use the Software and Documentation solely in a manner that complies with all applicable laws in the jurisdictions in which You use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
4. RIGHTS RESERVED. 

   THE SOFTWARE IS LICENSED, NOT SOLD. Use herein of the word “purchase” in conjunction with licenses, license keys, or the Software shall not imply a transfer of ownership.  Unless as conveyed herein, this Agreement does not grant You any rights, title, or interest in or to Software, Documentation, trademarks, service marks, or trade secrets, or corresponding intellectual property (including without limitation any images, photographs, animations, video, audio, music, and text incorporated into the Software, the accompanying printed materials, and any copies of the Software) of TalariaX or its suppliers, and all rights, title, and interest in and to the Software, Documentation, and corresponding intellectual property shall remain the property of TalariaX, its suppliers, or are publicly available.  All rights not expressly granted under this Agreement are reserved by TalariaX, its suppliers, or third parties.  All title, rights, and interest in and to content, which may be accessed through the Software, is the property of the respective owner and may be protected by applicable intellectual property laws and treaties. This Agreement gives You no rights to such content, including use of the same.  TalariaX agrees that the data and information (including without limitation, computer software, computer database, computer software documentation, specifications, design drawings, reports, blueprints, and the like) generated by the Software from Your proprietary data and information shall be and remain Your sole property.

5. DATA RIGHTS. 

   You agree that TalariaX will collect and track technical and related information about You and Your use of the Software, which may include Your internet protocol address, hardware identifying information, operating system, application software, peripheral hardware, and Software usage statistics, to assist with the necessary operation and function of the Software, the provision of updates, support, invoicing, marketing by TalariaX or its agents, and research and development.

6. LIMITED WARRANTY. 

   TalariaX warrants to You that for a period of three hundred and sixty five days (365) days following the initial purchase and delivery of the Software to You that the Software will perform substantially in conformance with the Documentation.  TalariaX does not warrant that the Software will meet all of Your requirements or that the use of the Software will be uninterrupted or error-free.  The foregoing warranty applies only to failures in operation of the Software that are reproducible in standalone form and does not apply to: (i) Software that is modified or altered by You or any third party that is not authorized by TalariaX; (ii) Software that is otherwise operated in violation of this Agreement or other than in accordance with the Documentation; or (iii) failures that are caused by other software or hardware products.  To the maximum extent permitted under applicable law, as TalariaX and its suppliers’ entire liability, and as Your exclusive remedy for any breach of the foregoing warranty, TalariaX will, at its sole option and expense, promptly repair or replace any Software that fails to meet this limited warranty or, if TalariaX is unable to repair or replace the Software, refund to You the applicable license fees paid upon return, if applicable, of the nonconforming item to TalariaX.  The warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software under this limited warranty will be warranted for thirty (30) days.
   EXCEPT AS EXPRESSLY STATED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, TALARIAX IS PROVIDING AND LICENSING THE SOFTWARE TO YOU “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

7. INTELLECTUAL PROPERTY INDEMNIFICATION. 

   TalariaX will indemnify and hold You harmless from any third party claim brought against You that the Software, as provided by TalariaX to You under this Agreement and used within the scope of this Agreement, infringes or misappropriates any Singapore patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided (i) use of the Software by You is in conformity with the Agreement and Documentation; (ii) the infringement is not caused by modification or alteration of the Software or Documentation; and/or (iii) the infringement was not caused by a combination or use of the Software with products not supplied by TalariaX.  TalariaX’s indemnification obligations are contingent upon You: (i) promptly notifying TalariaX in writing of the claim; (ii) granting TalariaX sole control of the selection of counsel, defense, and settlement of the claim; and (iii) providing TalariaX with reasonable assistance, information and authority required for the defense and settlement of the claim. This Section states TalariaX’ entire liability (and shall be Company’s sole and exclusive remedy) with respect to indemnification to Company.

8. LIMITATION OF LIABILITY. 

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TALARIAX, ITS DIRECTORS, OFFICERS, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE TO YOU (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) (I) FOR MORE THAN THE AMOUNT OF LICENSE FEES THAT YOU HAVE PAID TO TALARIAX IN THE PRECEDING (12) TWELVE MONTHS FOR THE APPLICABLE SOFTWARE OR (II) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OF THE SERVICE OFFERING, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS, OR OTHER ECONOMIC DAMAGE , ARISING OUT OF THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF TALARIAX OR A DEALER AUTHORIZED BY TALARIAX HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Third Party Programs. 

   To the extent the Software is bundled with third party software programs; these third party software programs are governed by their own license terms, which may include open source or free software licenses.  Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any such third party software.
   Some of the components that support the Software are owned by independent owners and developers. The copyrights of these components are owned by their respective owners and developers and TalariaX does not claim to own or develop these components.
   Some of the components distributed with this Software are owned by independent owners and developers, and the respective licenses contained in the package which distributes this Software (e.g. GNU General Public Licenses, Apache Licenses) apply to such components. TalariaX does not claim to own or develop any of the copyright or any other rights in the components distributed with the Software which have copyright notices other than “© TalariaX” or “© TalariaX Pte Ltd”.
   For programs under the GNU General Public License: The programs are free software; you can redistribute it and/or modify it under the terms of the GNU General Public License as published by the Free Software Foundation; either version 3 of the License, or (at your option) any later version. The programs are distributed in the hope that it will be useful, but WITHOUT ANY WARRANTY; without even the implied warranty of MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE. See the GNU General Public License for more details. You should have received a copy of the GNU General Public License along with the programs. If not, see .
   For programs under the Apache License, Version 2.0: you may not use those files except in compliance with the Apache License, Version 2.0. You may obtain a copy of the License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or agreed to in writing, software distributed under the Apache License, Version 2.0 is distributed on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache License, Version 2.0 for the specific language governing permissions and limitations under the license.
   The receiver of this Software is expected to abide by the terms and conditions of all of the licenses contained in this package.
   TalariaX disclaims all liability for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, infringement of local regulation, or other pecuniary loss) arising out of the use of or inability to use this Software product and/or the components distributed with this Software product, even if TalariaX has been advised of the possibility of such damages, to the maximum extent permitted by law.

10. CHOICE OF LAW AND VENUE. 

    This Agreement shall be governed by the laws of the Republic of Singapore, without regard to any conflict of laws provisions.

11. COUNTERPARTS AND FACSIMILE SIGNATURE. 

    This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument.  The Parties may exchange signature pages by facsimile and such signatures shall be effective to bind the Parties.

12. COMPLETE AGREEMENT. 

    This Agreement along with the Software Support and Maintenance Terms and Conditions constitute the entire agreement between the Parties and supersedes all prior or contemporaneous communications, agreements and understandings, written or oral, with respect to the subject matter hereof including without limitation the terms of any party or any purchase order issued in connection with this Agreement.  If any provision of this Agreement is held to be unenforceable, that shall not affect the enforceability of the remaining provisions.  This Agreement shall not be amended or modified except in a writing signed by authorized representatives of each party.

For contact and clarification, please contact:

TalariaX Pte Ltd

76 Playfair Road #08-01

LHK2 Singapore 367996

E-mail: info@talariax.com

Web: www.talariax.com