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.
6. INDEMNIFICATION
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.
8. COMPATIBILITY
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.