Ginger Spell Beta EULA
Ginger Software End-User License Agreement
IMPORTANT - READ CAREFULY THE FOLLOWING TERMS AND CONDITIONS (THESE "TERMS") BEFORE INSTALLING, DOWNLOADING OR USING THE GINGER SOFTWARE SOFTWARE FROM www.gingersoftware.com (THE "SITE").
YOU ALSO AGREE TO BE BOUND BY GINGER SOFTWARE'S PRIVACY POLICY AVAILABLE AT www.GingerSoftware.com/privacy.htm WHICH IS AN INTEGRAL PART OF THIS EULA.
BY CLICKING ON THE "I UNDERSTAND AND AGREE" BUTTON BELOW, OR BY INSTALLING OR USING THE SOFTWARE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS. IF YOU SELECT "Cancel," THE INSTALLATION PROCESS WILL NOT PROCEED. DO NOT SELECT "OK" OR INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE CAREFULLY READ, UNDERSTOOD, AND AGREED TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE THE SOFTWARE. FURTHERMORE, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION WHICH REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE EXTENT PERMITTED UNDER APPLICABLE MANDATORY LAW.
THESE TERMS CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU, THE COMPANY ON WHOSE BEHALF YOU ARE INSTALLING THE SOFTWARE, ("YOU" AND "YOUR") AND GINGER SOFTWARE INC. ("COMPANY"), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THESE TERMS. THESE TERMS APPLY TO THE SOFTWARE, COMPANY SERVICES, AND ANY SYSTEMS, SERVERS, DEVICES OR OTHER ITEMS RELATED TO COMPANY SERVICES (COLLECTIVELY, THE "SOFTWARE"). THE TERM "SOFTWARE" ALSO INCLUDES ANY UPGRADES, MODIFIED VERSIONS OR UPDATES OF THE SOFTWARE WHICH MAY BE PROVIDED TO YOU BY THE COMPANY.
IF YOU ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON BEHALF OF THE END USER, IT IS NECESSARY FOR THE END USER TO PERSONALLY CLICK ON THE “OK” BUTTON BELOW TO PROCEED. IF YOU CLICK ON THE BUTTON ON BEHALF OF THE END USER, YOU AND YOUR COMPANY SHALL BE LEGALLY OBLIGATED TO FULLY Indemnify, defend and hold harmless Company, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages and expenses (including attorneys fees) ARISING FROM OR RELATED TO THE COMPANY’S PROVISION OF SOFTWARE AND SERVICES.
GRANT OF LICENSE
Subject to these Terms, Company hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, license to download, install and use the Software on a hard disk or other storage device of a computer ("PC") for the sole purpose of personally using the Software for services provided by Company (the "Service"), and for the purposes for which the Software and Services are provided to you by the Company (the "Purposes"). You may use the Software only as a single product; you may not separate its component parts.
LICENSE EXCLUSIONS
You may not grant access to your account to another person. You may not make any use of the Software in whole or in part that is not expressly permitted by these Terms. You shall not (i) sell, assign, rent, lease, distribute, market, disclose, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to, the Software or any part thereof, or (ii) undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the Software or any part thereof. Any information derived from these activities constitutes confidential information of Company.
You acknowledge and agree to use the Service solely for the Purposes.
AVAILABILITY
The Company does not warrant that the Service will be available 24 hours per day, 7 days per week. We do not warrant that the Service will be provided properly or completely. If your access to the Service is suspended or interrupted or a fault or defect occurs which prevents your access to the Service, the Company will attempt to restore access to the Service (to the extent determined solely by the Company in its discretion). The Company will have no liability to you for the unavailability of the Service. In addition, the Company reserves the right, in its sole discretion, at any time and without prior notice, to refuse Service access to any individual, company, network, institution or other entity in violation of these Terms, or to cease providing the Service in whole or in part.
PROPRIETARY RIGHTS
Company (or its third party providers) retains all title, right, and interest, including without limitation, copyright, trademarks and any other applicable intellectual property right and interest in and to the Software, including all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software. This agreement does not provide you with any ownership interest in the Software or with any other rights other than as expressively set forth in these Terms.
Any ideas, suggestions and the like made by You with respect to the Software and/or the Services ("Supportive Information") will be the property of the Company. You agree to assign, and hereby assign, all right, title and interest worldwide in the Supportive Information and the related intellectual property rights to the Company.
UPDATES
These Terms apply to downloading, installing and using the Software. Company may from time to time revise or update its Software, in order to keep pace with the latest demands and technological developments, at its own discretion and without any notice to You. Such updates and revisions will be supplied according to Company's then prevailing policies.
PRIVACY; PASSWORD AND USER ID
The Software automatically communicates with the Company's servers on the internet when activated. Subject to the provisions below with respect of personal identifying information, any communication or material that You transmit to the Company through the Site, by electronic email or otherwise, including any data, questions, comments, suggestions and the like, is, and will be treated as, non-confidential and non-proprietary information. The Company may use such communication or material for any purpose whatsoever, including, without limitation, for disclosure, reproduction or publication. The Company will be free, without any compensation to You, to use any concepts or know-how contained in any communication or material that You send through our Software for any purpose whatsoever.
The Company will use Your personally identifying information only for the purposes specified in its privacy policy. For more information on Company’s privacy policy, see www.GingerSoftware.com/privacy.htm. In order to operate the Service, you will receive a User ID and password. You agree to notify Company in writing of any unauthorized and/or fraudulent use of Your User ID or password.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages and expenses (including attorneys fees) by, or on behalf of, You or any third party user of the Service, relating to the Service, including use of Your UserID or password. Company will not be liable for any unauthorized or fraudulent use of Your UserID or password.
LIMITATION OF LIABILITY AND WARRANTY
THE SOFTWARE IS A PRE-RELEASE VERSION AND MAY CONTAIN ERRORS, BUGS AND OTHER PROBLEMS WHICH COULD CAUSE SYSTEM FAILURE. BECAUSE THE SOFTWARE IS SUBJECT TO CHANGE, THE COMPANY RESERVES THE RIGHT TO ALTER THE SOFTWARE AT ANY TIME, AND ANY RELIANCE ON THE SOFTWARE OR ITS QUALITY OR PERFORMANCE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PROVIDED BY LAW, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SERVICES IS ASSUMED FULLY AND EXCLUSIVELY BY YOU. COMPANY AND ITS THIRD PARTY LICENSORS, IF ANY, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND SERVICES. IN PARTICULAR, THE COMPANY DOES NOT REPRESENT OR WARRANT TO YOU THAT YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, YOUR USE OF THE SERVICE WILL BE UNINTERUPTED, TIMELY, SECURE OR FREE FROM ERROR, THAT ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE AND RELIABLE, AND THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.
IN ADDITION, THE COMPANY CANNOT GUARANTEE THAT THE SOFTWARE HAS NOT BEEN AFFECTED BY TECHNICAL MALFUNCTIONS OR UNAUTHORIZED TAMPERING. THE COMPANY DOES NOT GUARANTEE THAT THE SOFTWARE WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES AND/OR OTHER CODE THAT HAS CONTAMINATIUNG OR DESTRUCTIVE PROPERTIES. IT IS YOUR RESPONISBILITY TO TAKE PROTECTIVE STEPS SUCH AS VIRUS CHECKING.
IN NO EVENT SHALL COMPANY BE LIABLE OR RESPONSIBLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, DAMAGE OR EXPENSE OF ANY KIND OR NATURE, INCLUDING , WITHOUT LIMITATION, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR FOR LOST PROFITS, ATTORNEYS’ FEES, LOST SAVINGS, LOST REVENUE OR BUSINESS, FOR ANY INTERRUPTION OF SERVICE OR MALFUNCTION, ERROR OR LOSS OF USE OF THE SERVICE OR ANY CLAIM BY CUSTOMER OR ANY OTHER PARTY, HOWEVER CAUSED, BASED ON ANY THEORY OF LIABILITY, IN RELATION TO OR ARISING IN ANY WAY OUT OF THIS AGREEMENT INCLUDING OUT OF OR OTHERWISE RELATING TO THE USE OR PERFORMANCE OF THE SERVICE OR ANY COMPONENTS THEREOF, HOWEVER CAUSED, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR CLAIM. BY USING THIS SITE, YOU EXPRESSLY ASSUME ALL RISK THAT THE INFORMATION AND MATERIALS ON THIS SITE MAY BE INCOMPLETE, INACCURATE, OUT-OF DATE, OR MAY NOT MEET YOUR NEEDS OR REQUIREMENTS.
IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS AND APPLICABLE LAW, EXCEED THE AMOUNT OF US$10.00. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT WILL NOT ENLARGE OR EXTEND THESE LIMITATIONS AND THE REMEDIES SET FORTH HEREIN AND THE SAME SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDIES FOR ANY CLAIM FOR DAMAGES ARISING IN ANY WAY OUT OF THESE TERMS INCLUDING OUT OF OR OTHERWISE RELATING TO THE USE OR PERFORMANCE OF THE SOFTWARE, SERVICE OR ANY COMPONENTS THEREOF.
IF YOU ARE SUBJECT TO A JURISDICTION IN WHICH ANY OF THE DISCLAIMERS OR LIMITATIONS OF LIABILITY HEREIN IS NOT VALID, YOU AGREE TO BE BOUND BY THE SAME TO THE MAXIMUM EXTENT PERMITTED BY SUCH LAW OR REGULATIONS.
YOU ACKNOWLEDGE AND AGREE THAT COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE SOFTWARE.
YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SOFTWARE IS TO TERMINATE THESE TERMS UNDER THE PROVISIONS OF THE TERMINATION SECTION BELOW.
TERMINATION
These Terms are effective until terminated. You may terminate these Terms at any time by removing the Software from Your system and destroying all copies of the Software. Unauthorized copying of the Software or otherwise failing to comply with these Terms will result in automatic immediate termination of these Terms and will make available to Company legal remedies. Upon termination of these Terms, the license granted herein will terminate and You: (i) will cease any and all rights to use the Software, and (ii) will remove the Software from all hard drives and other storage media and destroy all copies of the Software in Your possession or under Your control.
The provisions in the paragraphs above labeled PROPRIETARY RIGHTS, CONFIDENTIALITY, INDEMNIFICATION and LIMITATION OF LIABILITY AND WARRANTY will survive any termination of these Terms.
MISCELLANEOUS
Company reserves the right to modify these Terms at any time by providing such revised terms to You or by publishing the revised terms on the Website. The revised Terms shall become effective within seven (7) days of such publishing or provision to You, unless You expressly accept the revised Terms earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the Software after expiry of the notice period of seven (7) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Terms. You can find the latest version of these Terms at the Site.
The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of these Terms shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms shall remain in full force and effect.
The laws of the State of New York, USA, excluding its choice of law provisions, govern these Terms. All disputes arising out of these Terms shall be subject to the sole and exclusive jurisdiction of courts in New York, except that parties may bring actions for injunctive relief only in any court of competent jurisdiction.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE “I UNDERSTAND AND AGREE” BUTTON AND/OR CONTINUING TO INSTALL OR USE THE SOFTWARE, YOU EXPRESSLY AND IRREVOCABLY CONSENT TO BE BOUND BY THESE TERMS.
Last revised: October 12, 2008.