This End User License Agreement (”Agreement”) is a binding agreement between you (”End User” or “you”) and Telecom Technology Services Incorporated (”TTS Inc”). This Agreement governs your use of the Mobile Trace Software, (including all related documentation, the “Software”). The Software is licensed, not sold, to you.
BY INSTALLING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; AND (B) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL THE SOFTWARE.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS OR CONDITIONS, YOU MAY NOT INSTALL OR USE THE SOFTWARE.
Grant of License. Subject to the terms of this Agreement, TTS Inc grants you a limited, non-exclusive, and non-transferable license to use the Software through a command line interface for your personal, non-commercial use on a single personal computer owned or otherwise controlled by you. The Software may contain open-source software, subject to separate license terms made available with the Software or accompanying documentation.
Restrictions On Use. You shall not: (a) copy the Software, except as expressly permitted herein; (b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software; (c) reverse engineer, disassemble, decompile, decode, or otherwise indirectly or directly attempt to derive or gain access to the source code of the Software or any part thereof; (d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof; (e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time; or (f) install or use the Software on any router, modem, or other non-personal computer device.
Ownership. You agree without reservation that TTS Inc, its affiliates, or its licensors own and retain all right, title and interest in and to the Software and the accompanying documentation, including without limitation, all intellectual property rights therein, including all copies, improvements, enhancements, derivative works, and modifications thereof. Your rights to use the Software are limited to those expressly granted by this Agreement and TTS Inc reserves all rights not expressly granted to you herein. The grant of license herein shall not be deemed to result in the sale, transfer, or any other conveyance of TTS Inc’s intellectual property of whatsoever nature held or used by TTS Inc to you. TTS Inc will retain all rights in and to TTS Inc’s intellectual property, including without limitation TTS Inc’s trademarks, the Software and documentation. By providing TTS Inc any feedback or ideas, suggestions, recommendations, modifications or improvements of the Software or documentation (“Feedback”), you grant TTS Inc all right, title, interest, and ownership, including all intellectual property rights therein, to such Feedback. TTS Inc is free to use and incorporate such Feedback in TTS Inc’s services or technology, without payment of royalties or other consideration to you or liability of any kind.
Updates. TTS Inc may from time to time in its sole discretion develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that TTS Inc has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality.
Term and Termination. The term of Agreement commences when you install the Software and will continue in effect until terminated by you or TTS Inc as set forth herein. You may terminate this Agreement by deleting the Software and all copies thereof in your possession or control. TTS Inc may terminate this Agreement at any time without notice if it ceases to support the Software, which TTS Inc may do in its sole discretion. In addition, TTS Inc may terminate this Agreement immediately without any notice if you violate any of the terms and conditions of this Agreement. Upon termination all rights granted to you under this Agreement shall terminate and you must cease all use of the Software and delete all copies of the Software in your possession or control. Termination will not limit any of TTS Inc’s rights or remedies at law or in equity.
Disclaimer. TTS INC, ITS AFFILIATES, AND ITS LICENSORS PROVIDE THE SOFTWARE AND DOCUMENTATION “AS IS” AND TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, TTS INC PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER APPLICABLE LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. TTS INC DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY APPLICABLE LAW.
Limitation of Liability. To the fullest extent permitted by applicable law, in no event shall TTS Inc, its affiliates or its licensors be liable to you for any loss of profits, loss of use, loss or corruption of data, interruption of business, computer failure or malfunction, or any indirect, special, incidental, consequential, exemplary, or punitive damages arising from or related to this Agreement or your use or inability to use the Software or documentation. TTS Inc’s entire liability and your exclusive remedy for any damages under this Agreement will be limited in any event to your direct and actual damages, not to exceed one hundred percent (100%) of the total compensation paid by you under this Agreement. The foregoing limitations will apply whether such damages arise out of breach of contract, tort (including negligence), or otherwise and regardless of whether such damages were foreseeable, or TTS Inc was advised of the possibility of such damages.
Export Regulation. The Software may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that: (i) you are not named on any U.S. government denied-party list; and (ii) the Software and documentation will not be downloaded or used in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
Severability. In the event that any court of competent jurisdiction determines that any provision of this Agreement is unreasonable or unenforceable for any reason, it is the intention of the parties that said provision be enforced to the fullest extent permitted by law, that the Agreement shall thereby be reformed, and that in any event the remaining provisions of this Agreement shall remain in full force and effect.
Applicable Law; Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California, without regard to its choice of law rules. The parties agree that the federal and state courts located in San Francisco, California shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement. Each party hereby expressly consents to the jurisdiction of such courts with respect to any such dispute, waives any objection, whether on the grounds of venue, residence, or domicile or on the ground that the proceeding has been brought in an inconvenient forum, and agrees that service of process in any such proceeding may be made by hand delivery or overnight courier with proof of delivery. In the event of any dispute arising out of or related to the Agreement, the substantially prevailing party shall be entitled to receive its reasonable attorneys’ fees and costs from the other party, in addition to any other relief to which the party is entitled.
Waiver. No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof. The waiver by one party of any breach or series of breaches of any provision of this Agreement by the other party will not operate or be construed as a waiver of any subsequent breach by that party of that or any other provision of this Agreement.