GVdialer
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License Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (THIS “AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE SOFTWARE (AS DEFINED BELOW).

ALL SALES OF SOFTWARE LICENSES ARE FINAL.

BY CLICKING ON THE “ACCEPT” BUTTON, DOWNLOADING THE SOFTWARE, INSTALLING THE SOFTWARE OR USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK THE “ACCEPT” BUTTON AND REFRAIN FROM DOWNLOADING OR INSTALLING OR USING THE SOFTWARE OR ANY PORTION THEREOF. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD).

YOUR CONSENT TO BE BOUND BY THIS AGREEMENT IS BOTH ON YOUR OWN BEHALF AND ON BEHALF OF ANY CORPORATE ENTITY THAT EMPLOYS YOU OR WHICH YOU REPRESENT. IF YOU ARE AN EMPLOYEE, CONTRACTOR OR OTHERWISE INSTALLING OR USING THE LICENSED SOFTWARE BY OR ON BEHALF OF A CORPORATE ENTITY, ORGANIZATION OR ANY OTHER THIRD PARTY ENTITY, YOU REPRESENT AND WARRANT TO MOBILEMAX THAT: (A) YOU ARE OF THE AGE OF MAJORITY IN YOUR JURISDICTION; (B) YOU HAVE ALL REQUISITE CAPACITY, RIGHT, POWER AND AUTHORITY TO ACCEPT THIS LICENSE ON BEHALF OF SUCH ENTITY; AND (C) SUCH ENTITY SHALL BE IRREVOCABLY BOUND BY AND SHALL COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Grant of License. Subject to payment of any applicable fees, MobileMax, Inc. (“MobileMax”) grants to you a limited, personal, non-exclusive, non-transferable, non-sublicensable license to use the MobileMax GVDialer mobile device software downloaded by you from gvdialer.com, or otherwise provided to you by MobileMax (the “Software”), solely in accordance with the Software documentation located at gvdialer.com and/or sent to you by e-mail to your e-mail address provided by you when registering to purchase the Software, and solely for your personal use (the “Documentation”; and the “License”, respectively). The License allows you to install the Software on one (1) cellular telephone and to save one (1) copy of the Software on your personal computer for back-up. You may not make any other copies or uses of the Software.

2. Other Rights and Limitations. You may not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software or the Documentation, or extract or attempt to extract source code from the object code of the Software. The Software is licensed as a single product; you may not separate its component parts for any purpose. You may not make any commercial use of the Software or the Documentation, whether or not for consideration.

3. Proprietary Rights; Confidentiality. You acknowledge and agree that the Software is a proprietary product of MobileMax, protected under patents, copyright laws and international treaties. You further acknowledge and agree that all right, title and interest in and to the Software and the Documentation, including associated intellectual property rights, are and shall remain with MobileMax. This Agreement does not convey to you any interest in or to the Software or the Documentation, except for a limited right of use as set forth herein, terminable in accordance with the terms of this Agreement. You will not remove, alter or deface any trademarks or proprietary notices of MobileMax or of its licensors in the Software or the Documentation.

4. Term and Termination. This Agreement is effective upon your clicking the “ACCEPT” button, downloading the Software, installing the Software and/or using the Software, and shall continue until terminated. MobileMax may terminate this Agreement forthwith at any time upon the giving of written notice in case of any breach by you of this Agreement that has not been cured within fifteen (15) days following a written notice thereof sent to the email address you provided when registering to purchase the Software. Termination of this Agreement for any reason shall also terminate the License granted hereunder. Upon termination of this Agreement for any reason, you agree to destroy and remove from all cellular telephones, computers, hard drives and other storage media all copies of the Software and Documentation and, at the request of MobileMax, shall so certify to MobileMax that such actions have been performed.

5. Warranty Disclaimer. THE SOFTWARE IS LICENSED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER, EXPRESS OR IMPLIED. MOBILEMAX DOES NOT WARRANT THAT THE SOFTWARE SHALL BE ERROR-FREE, THAT IT SHALL OPERATE UNINTERRUPTED OR THAT IT SHALL MEET YOUR REQUIREMENTS OR ANY PERFORMANCE CRITERIA. MOREOVER MOBILEMAX DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. Some States do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply.

6. Maintenance and Support. MobileMax currently offers limited support for the Software. Requests for support should be submitted to Support@gvdialer.com. The support is provided for no additional charge and at MobileMax’s sole and absolute discretion. Responses to requests for support services may be sporadic. MobileMax does not commit to any maximum response time and does not make any representations or warranties regarding the quality or results of such support services. MobileMax may discontinue provisions of such support services at any time without prior notice and at its sole and absolute discretion. MobileMax may in the future offer support for consideration, in which event the terms agreed between you and the MobileMax at such time will govern. The support services may be provided directly by MobileMax or by its subcontractors or affiliates. All modifications, revisions and corrections of the Software, enhancements, upgrades and updates to the Software, and new versions of the Software, if any, are included in the term “Software” for purposes of this Agreement.

7. Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, MOBILEMAX’S CUMULATIVE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOSS, COST OR DAMAGE RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR USE OF THE SOFTWARE SHALL NOT EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY YOU FOR THE LICENSE HEREUNDER. IN NO EVENT SHALL MOBILEMAX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF MOBILEMAX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some States may not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply.

8. Third Party Systems and Services. The Software is intended to be used to assist you in your use of certain third party systems and services. These third party systems and services were not produced by MobileMax nor are they operated by MobileMax, and MobileMax has no control over the operation, performance or functionality of such systems and services. Therefore, in addition to the warranty disclaimers and limitation of liability provisions above and without in any way derogating therefrom, MOBILEMAX SPECIFICALLY DISCLAIMS ANY WARRANTY OR RESPONSIBILITY FOR THE OPERATION PERFORMANCE OR FUNCTIONALITY OF ANY THIRD PARTY SYSTEMS, NETWORKS, SERVERS AND/OR SERVICES. MOBILEMAX WILL NOT BE LIABLE OR RESPONSIBLE FOR FAILURES OF, OR DEFECTS OR ERRORS IN, ANY THIRD PARTY SYSTEMS, NETWORKS, SERVERS AND/OR SERVICES, OR FOR ANY FAILURES, DEFECTS OR ERRORS OF THE SOFTWARE THAT RESULT FROM ANY OF THE FOREGOING. FURTHERMORE, IN THE EVENT THAT THE INTERFACE, FUNCTIONALITY OR OTHER SPECIFICATIONS OF SUCH THIRD PARTY SYSTEMS OR SERVICES ARE CHANGED, THE SOFTWARE MAY CEASE TO FUNCTION OR ITS FUNCTIONALITY MAY BE IMPAIRED. MOBILEMAX WILL HAVE NO LIABILITY AND CANNOT MAKE ANY REFUNDS IN THE EVENT THAT THE SOFTWARE CEASES TO FUNCTION OR ITS FUNCTIONALITY IS IMPAIRED FOR SUCH REASONS.

9. Allocation of Risks. The limited warranties, exclusive remedies and limited liability provisions set forth herein are fundamental elements of this Agreement and the license and services provided hereunder, and allocate risk under this Agreement between you and MobileMax. MobileMax would not be able to provide the license and services hereunder free of charge on an economic basis without such limitations and allocation of risks.

10. Governing Law and Jurisdiction; Litigation Costs. This Agreement shall be construed and governed in accordance with the laws of the State of New York, USA, regardless of its conflict of laws rules, and the competent state and federal courts located in the Borough of Manhattan, New York, USA shall have sole and exclusive jurisdiction over any dispute under this Agreement or otherwise related to the Software. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorney fees and expenses of litigation.

11. Notices. All notices to be sent to you by MobileMax under this Agreement or for any purpose relating to this Agreement will be sent to the email address you provided when registering to purchase the Software and all notices delivered as aforesaid will be deemed received one day after they are sent.

12. Assignment. You may not assign this Agreement, and any rights or obligation hereunder, in whole or in part without the prior written consent of MobileMax, and any attempt by you to so assign this Agreement shall be deemed null and void. MobileMax may freely transfer and assign its rights and obligations hereunder to its parent company or to a third party that acquires all or substantially all of the assets subject to this Agreement or securities of MobileMax or its parent company or any entity into which MobileMax or its parent company shall merge.

13. Force Majeure. Neither party shall be liable for any costs or damages due to nonperformance under this Agreement, arising out of any cause or event not within the reasonable control of such party and without its fault or negligence, such as an act of God, act of war, labor disputes, reason of fire, floods, or inability to obtain necessary materials or services from suppliers if no equipment sources for such suppliers or services are readily available.

14. Export Control. The Software and all related technical information, documents and materials are subject to export controls under United States law. You will (i) comply strictly with all legal requirements established under these controls, and (ii) cooperate fully with MobileMax in any official or unofficial audit or inspection that relates to these controls, and (iii) not export or re-export the Software without the appropriate United States and/or other applicable governmental licenses or approvals.

15. Miscellaneous. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof, which shall be interpreted so as to give maximum effect to the intention of the void or unenforceable term. This Agreement represents the entire agreement between you and MobileMax with respect to the subject matter hereof and supersedes any prior proposal, representation, or understanding between the parties. The failure of MobileMax to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by MobileMax as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Titles used in this Agreement are for purposes of convenience of reference only and shall not be considered in constructing this Agreement.