This is a legal agreement between you, the end user individual or organization (“You”, “Your” and similar derivatives), and 2by2 Square LLC, a Delaware Limited Liability Company (“2by2 Square”, “We”, “Our”, “Us” and similar derivatives). The LICENSE AGREEMENT (the “Agreement”) in the Prevoo software program (the “Software”) you are now viewing, and the accompanying communications service utilized by the Software (the “Service”) are licensed by 2by2 Square for use only on the terms set forth herein.
BY INSTALLING THE SOFTWARE ON YOUR ELECTRONIC DEVICE AND USING THE SERVICE, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THOSE TERMS, DELETE FROM YOUR MEDIA ALL FILES ASSOCIATED WITH THE SOFTWARE.
1. GRANT OF SOFTWARE LICENSE. 2by2 Square grants you the right to install the accompanying Software for use by one (1) user on one (1) device. There is no license fee for the use of the Software.
2. SERVICE FEE. 2by2 Square may charge a subscription fee from time to time for the use of the Service, depending upon your usage and the features that you elect to utilize. There is no obligation to pay for the Service, but the Software will not function without the Service.
3. COPYRIGHT. The Software and the Service are owned by 2by2 Square and is protected by United States copyright laws and international treaty provisions. You may retain for backup purposes the file you received electronically which included the Software. You are not permitted to make any other copies of the Software or otherwise distribute the software.
4. OTHER RESTRICTIONS. You may not sell, rent, lease, lend, license, sublicense, or otherwise transfer the Software. You may not reverse engineer, decompile, disassemble, or create derivative works from the Software. You may not publish the Software or any of its code for others to copy.
5. SUPPORT SERVICES. Because this Software is “as is,” we may not provide, or provide only limited, support services for it.
7. UNITED STATES GOVERNMENT LICENSEE. The Software is Commercial Computer Software under U. S. Federal Government Acquisition Regulations and agency supplements to them. The Software is provided to the Federal Government and its agencies only under the Restricted Rights Provision of the Federal Acquisition Regulations applicable to commercial computer software developed at private expense and not in the public domain. Government licensees are granted only those rights as are granted to all other end users pursuant to the terms and conditions herein. The use, duplication, or disclosure of the Software by the Government is subject to restrictions as set forth in subdivision (c)(ii) of the Rights in Technical Data and Computer Software clause at 252.227 7013.
8. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, 2BY2 SQUARE LLC DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM THE USE OF THE SOFTWARE OR THE SERVICE. THE SOFTWARE AND THE SERVICE ARE PROVIDED "AS IS", WITH NO WARRANTIES, AND 2BY2 SQUARE LLC EXPRESSLY DISCLAIMS (A) ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS; AND (B) ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SOFTWARE AND THE SERVICE.
9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL 2BY2 SQUARE LLC BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF THE SOFTWARE OR THE SERVICE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGE WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF AND RELIANCE ON THE SOFTWARE OR THE SERVICE, FROM INABILITY TO USE THE SOFTWARE OR THE SERVICE OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF SOFTWARE OR THE SERVICE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. THE TOTAL SERVICE FEES PAID BY YOU SHALL CONSTITUTE THE MAXIMUM LIABILITY OF 2BY2 SQUARE LLC TO YOU UNDER THIS LICENSE AGREEMENT.
10. INTERNATIONAL USE. Although the Software and the Service may be accessible worldwide, 2by2 Square makes no representation that the Software or the Service are appropriate and/or available for use in locations outside the United States, and accessing them from territories where such materials’ contents are illegal is prohibited. Those who choose to access the Software or the Service from other locations do so on their own initiative and are responsible for compliance with local laws. Any offer for any product, service and/or information made in connection with the Software or the Service is void where prohibited.
11. TERMINATION OF USE. You agree that 2by2 Square may, in Our sole discretion, with or without notice to You, terminate or suspend Your access to all or any part of the Service for any reason, including, without limitation, breach of this Agreement. Any suspected fraudulent, abusive and/or illegal activity may be grounds for terminating Your relationship and may be referred to appropriate law enforcement authorities. Upon termination or suspension, regardless of the reasons therefore, Your right to use the Service immediately ceases, and You acknowledge and agree that We may immediately deactivate or delete Your account and all related information and files in Your account and/or bar any further access to such files, the Service, Our Website and/or any other website affiliated with Us. We shall not be liable to You or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by Us in connection with such termination or suspension. In addition, if You breach this Agreement, then We may prohibit You from creating a new account to use the Service.
12. GOVERNING LAW. This Agreement is governed by the laws of the State of Delaware without regard to its conflict of laws principles.
13. DISPUTE RESOLUTION. a. Binding Arbitration. (a) Any dispute between the parties arising out of or in connection with this Agreement shall be submitted by the parties to binding arbitration with the McCammon Group in the Montgomery County, Maryland. (b) Any arbitration will proceed in accordance with the commercial arbitration rules of the McCammon Group in the Montgomery County, Maryland. (c) In the event the parties fail to agree upon an arbitrator within ten (10) days after written notice from one party to the other requesting arbitration, the complaining party shall have an arbitrator, familiar with the issues, designated in accordance with the McCammon Group rules. (d) The award rendered by the arbitrator will be final and binding on the parties, and either party may enter such judgment in any court of competent jurisdiction. b. Costs. In the event of any action to enforce, interpret or set aside this Agreement, the prevailing party is entitled to recover all arbitration costs and attorneys’ fees incurred in connection with such action or proceeding.
14. PARTIAL INVALIDITY. All provisions and terms in this Agreement are both severable and divisible. In the event a portion of this contract becomes invalid or unenforceable, all remaining portions of the contract will remain binding and enforceable.
15. HEADINGS. The headings of the sections of this Agreement have been included only for convenience and do not modify or limit any of the provisions of this Agreement.
16. BINDING AGREEMENT. This Agreement is binding upon, and inures to the benefit of, the parties and their heirs, administrators, representatives, executors, successors and assigns.
17. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreement, written or oral, regarding such subject matter. Any waiver of any provision of this Agreement will be effective only if in writing and signed by 2by2 Square.