END-USER LICENSE AGREEMENT FOR IACCES SOFTWARE
IMPORTANT—READ CAREFULLY: This iAcces Limited End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and iAcces Limited for your use of duly-licensed "iAcces" software product, which includes iPhone or iPod Touch software and may include associated media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA.
1. GRANT OF LICENSE.
(A) Subject to Section 2 below and without warranty of any nature, iAcces Limited hereby grants to You, and You hereby accept, a non-exclusive license ("License") to download, install and use the "iAcces" Software in binary executable form on one or more iPhone or iPod Touch device for use Except as specifically permitted in writing, you shall not:
* Copy, modify, sell or transfer any part of the Software;
* Sublicense or permit simultaneous use of the Software by more than one user unless licensed as such;
* Distribute, transfer or otherwise provide the Software to a third party; or
* Reverse engineer, decompile, or disassemble the Software.
(B) If You did not purchase a License to use the Software but were given or downloaded a copy of the Software for evaluation purposes only, then the rights granted in Section 1.A. above do not apply and Your use is limited to evaluating the Software for an evaluation period determined by iAcces Limited. At the end of the evaluation period or earlier upon request of iAcces Limited, You will cease use of the Software, remove the Software from Your iPhone or iPod Touch device and destroy all copies of the Software. The Software may automatically disable itself at the end of the evaluation period. You may install copies of the Software on an unlimited number of iPhone or iPod Touch device provided that You are the only individual using the Software and only one copy of the Software is in use at any one time. Notwithstanding anything to the contrary elsewhere in this Agreement, You may not distribute any portion of the Software. A separate license is required for each additional use and/or individual user in all other cases.
(C) If you have purchase a valid license to use the Software, you are granted and eligible to obtain free software upgrade for 12 months (if any) starting from the day of purchase.
2. RIGHTS RESERVED; OWNERSHIP
(A) This License does not grant you any right to enhancements or updates to, or support or maintenance for, the Software or any modifications made by iAcces Limited. iAcces Limited is free to license the Software on terms different from those contained herein. iAcces Limited hereby expressly reserves all rights in the Software which are not expressly granted to You under the License. iAcces Limited reserves the right at any time not to release or to discontinue release of any Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(B) Title to the Software, any modifications, and all copies thereof remain with iAcces Limited. The Software is protected by Hong Kong Special Administrative Region (HKSAR) copyright laws and international treaty provisions. The Software includes trade secrets and information that is confidential and proprietary to iAcces Limited and You agree to take all necessary actions to protect the confidentiality of such information. You will not remove the copyright notice or any proprietary trade or service marks of iAcces Limited from the Software. You agree to prevent any unauthorized copying of the Software. Except as expressly provided herein, iAcces Limited does not grant any express or implied right to You under any patents, copyrights, trademarks or trade secret information.
3. PURCHASE SUPPORT
30-days email based software support will be granted upon the day of purchase of the software. iAcces Limited will make reasonably commercial attempts to fix functionality which ceases to work. Support does not include any feature requests or enhancements, although iAcces Limited may make new features/enhancements available at iAcces Limited's discretion. Support response time will be determined solely by iAcces Limited. iAcces Limited is not in control of external servers, such as Voange, and thus, can not guarantee future functionality of the application. The license to the application is sold As-Is.
4. WARRANTY DISCLAIMER
(A) The software is provided to you "As is" without warranty or any type or nature and iAcces Limited hereby expressly disclaims any warranties, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or any warranties arising by usage of trade, course of dealing or course of performance. In addition, iAcces Limited expressly disclaims any liability for the accuracy, completeness or usefulness of the software and does not warrant that the software will function uninterrupted, that it is error-free or that any errors will be corrected. You assume total responsibility and risk for your use of the software, including, but not limited to any defects or inaccuracies therein.
(B) You are purchasing a software with "Evaluate before you buy" scheme. The purchase assumed that the software is well performed in your iPhone or iPod Touch device during the evaluation period. iAcces Limited also intented to enforce the payment, shall be made when the software is well performed in the target iPhone or iPod Touch device through the Payment Code generation within the Software.
5. LIMITATION OF LIABILITY
In no event shall iAcces Limited be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature, including, but not limited to, loss of profits or loss of data, for any reason whatsoever, whether such liability is asserted on the basis of contract, tort (including negligence or strict liability), or otherwise, even if iAcces Limited has been advised of the possibility of such loss or damages. In no event shall iAcces Limited's liability for damages arising from or in connection with this agreement exceed the aggregate amount paid by you in respect of the software during the six month period prior to the event giving rise to liability. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations may not apply to you. In the event that applicable law does not allow the complete exclusion or limitation of liability of claims and damages as set forth in this agreement, iAcces Limited's liability is limited to the greatest extent permitted by law.
You shall defend, indemnify and hold harmless iAcces Limited and its licensors and their respective directors, officers, agents, employees and volunteers from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of or in connection with this Agreement. You shall pay all costs incurred by iAcces Limited in enforcing this provision, including reasonable attorneys' fees and court costs. You agree that under no circumstances will iAcces Limited indemnify You or any other person.
7. UNAUTHORIZED USE; HIGH RISK ACTIVITIES
(A) The Software is not fault-tolerant and is not designed or intended for use in hazardous environments requiring fail-safe performance such as operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, weapons systems, direct life-support machines, or any other application in which the failure of the Software could lead directly to death, personal injury, or severe physical or property damage (collectively, "High Risk Activities").
(B) iAcces Limited expressly disclaims any express or implied warranty of fitness for High Risk Activities. In addition to Your obligations under Section 5 above, You hereby indemnify and hold iAcces Limited and its officers, subsidiaries and affiliates harmless against all claims, costs, damages, and expenses, and reasonable attorney fees arising out of, directly or indirectly, any claim of product liability, personal injury or death associated with such unintended or unauthorized use, even if such claim alleges that iAcces Limited was negligent regarding the design or manufacture of the part.
iAcces Limited assures the software is believed to be functional for the current version of the firmware or operating system at the time the software is released. iAcces Limited provides no warranties of the software being functional on the future versions of the firmware or operating system, but will make every possible effort to keep the software functional by providing timely updates, unless some circumstances beyond the iAcces Limited's control keep them from fulfilling the above claim.
9. TERM OF THE AGREEMENT
(A) This Agreement will commence on the date which you receive the software or on the date which You pay the applicable license fee for the Software (the "Effective Date"), which ever comes first, and will continue in full force and effect, unless terminated earlier as provided herein. You may terminate this Agreement upon ten (10) days' written notice to iAcces Limited, provided that such termination will not entitle You to a refund of the license fee or support fees.
(B) iAcces Limited may terminate this Agreement immediately should You materially breach any of its provisions or take any action in derogation of iAcces Limited's rights to the Software, including, but not limited to disclosing, modifying, decompiling, translating, disassembling or reverse engineering the Software. Your right to use the Software will automatically terminate if You fail to comply with the material terms of this EULA or fail to make payment for the Software. Either party may terminate this Agreement at any time for cause if the other party files a petition or seeks relief under the bankruptcy or insolvency laws of any state or the HKSAR.
(C) Upon any termination of this Agreement, You agree to immediately remove all Software from your iPhone or iPod Touch device, destroy all copies of the Software, and, upon request from iAcces Limited, certify in writing Your compliance herewith.
10. GENERAL PROVISIONS
If any of the terms, or portions thereof, of this EULA are invalid or unenforceable under any applicable statute or rule of law, the court will reform the contract to include an enforceable term as close to the intent of the original term as possible; all other terms will remain unchanged. The waiver or failure of either party to exercise in any respect any right provided for in this EULA will not be deemed a waiver of any further or future right under this EULA. This EULA will inure to the benefit of, and is freely assignable to, iAcces Limited' successors and assignees of rights in the Software. This EULA is governed by and construed in accordance with the laws of HKSAR, including trademark, patent and copyright laws. The exclusive venue for all cases arising out of or related to this Agreement is the federal and state courts in the HKSAR.
11. ENTIRE AGREEMENT
This EULA and any iAcces Limited purchase order constitutes the entire agreement between You and iAcces Limited relating to the Software, and any additions to, or modifications of, this EULA will be binding upon the parties only if the same will be in writing and duly executed by You and by a duly authorized officer of iAcces Limited. The terms and conditions of your order form are only binding on iAcces Limited if such terms and conditions are agreed to in writing in accordance with the prior sentence and in a document other than the order form. If You purchased the Software through a reseller, You acknowledge that the reseller is not iAcces Limited's agent and is not authorized to alter, amend or modify the terms of this EULA or to otherwise grant any license or other rights relating in any way to the Software.