This End-User License Agreement ("EULA") is a legal agreement between you, the end customer ("Licensee" or "You") and Rockliffe Systems, Inc. (hereafter referred to as "Rockliffe" or "Licensor") for the AstraChat software products purchased through our company or one of our affiliates, which may include computer software and associated media, electronic documentation and printed materials ("The Software"). By installing, copying, distributing or otherwise using The Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA you must not install, use or distribute The Software, and you must destroy all copies of The Software that you have. Even if The Software was purchased by you and you have not installed, copied or otherwise used The Software, you may not return it to Licensor or its affiliates for any refund.
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold and always remains the property of Licensor.
If you have not paid the registration fee for The Software, you may be granted an evaluation license to use The Software as described in Sections 1, 2.1 and Sections 3 - 10 below.
If you have paid the registration fee for The Software, you are hereby granted a license to use The Software as described in Sections 1, 2.2 and Sections 3 - 10 below.
2.1. Evaluation License
Subject to the terms of this EULA, use The Software for evaluation purposes without charge for a period of thirty (30) days only ("Evaluation Period"). The Evaluation Period commences when you first register The Software on the website, and expires exactly thirty (30) days later.
You may not:
Use The Software after the Evaluation Period has expired without payment of the registration fee to Licensor.
Use of The Software after the Evaluation Period has expired requires payment of a registration fee to Licensor. For more information about payment methods, please contact Licensor.
Use of The Software after the Evaluation Period has expired is in violation of this EULA, and US and international copyright laws.
2.2. Registered License
Subject to the terms of this EULA, use one copy of The Software at a time, connecting to a single XMPP account during the subscription term.
You may not:
Disclose to third parties, or publish your registration details via electronic or other means.
The Software and the accompanying documentation contain copyrighted material, trade secrets, and other proprietary information belonging to Licensor and/or its licensors and are therefore protected by United States copyright laws, international treaty provisions and all other applicable laws. In order to protect them, and except as permitted by applicable law, you may not: (a) modify, decompile, disassemble, decrypt, or otherwise reverse engineer The Software or create derivative works based upon The Software in whole or in part; (b) rent, transfer, assign, lease, sublicense or grant any rights in The Software, or any portion thereof, in any form to any person without the prior written consent of Licensor which, if given, shall be subject to the conferee's consent to the terms and conditions of this EULA; or (c) remove any proprietary notices, labels or marks on The Software
Without prejudice to any other rights, Licensor may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of The Software.
All title, including but not limited to copyrights, in and to The Software and any copies thereof are owned by Licensor. All title and intellectual property rights in and to the content which may be accessed through use of The Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by Licensor.
6. Limited Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
7. Limitations of Remedies and Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR $5.00 USD. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. Sales & Refund Policy
Sales, once transacted, are in all cases final.
You may request a refund on your AstraChat subscription up to 30 days from the date of sale. Refunds will only be given where there is an outstanding technical issue which our team has been unable to resolve.
We reserve the right to deduct the $25 refund transaction fee charged by the payment processor from the amount refunded.
After the 30 days no refunds will be granted, except at the specific discretion of Licensor.
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of California, as applied to agreements entered into and to be performed entirely within California between California residents. If for any reason a court of competent jurisdiction finds any provision of this Agreement or portion thereof, to be unenforceable, that provision of the License shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement is deemed entered into at Campbell, California, and jurisdiction for resolution of any disputes shall reside solely in the state and federal courts of the County of Santa Clara, State of California. This Agreement shall be construed as to its fair meaning and not strictly for or against either party.
You acknowledge that, in providing you with The Software, Licensor has relied upon your agreement to be bound by the terms of this Agreement. You further acknowledge that you have read, understood, and agreed to be bound by the terms of this Agreement, and hereby reaffirm your acceptance of those terms. You further acknowledge that this Agreement constitutes the complete statement of the agreement between you and Licensor, and that the Agreement does not include any other prior or contemporaneous promises, representations, or descriptions regarding The Software. However, this Agreement does not limit any rights that Licensor may have under trade secret, copyright, patent, or other laws that may be available to it. The agents, employees, distributors, and dealers of Licensor are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on Licensor. Accordingly, additional statements such as dealer or other advertising or presentations, whether oral or written, do not constitute representations or warranties by Licensor and should not be relied upon. This Agreement may be modified only in writing. If any provision of this Agreement is invalid or unenforceable under applicable law, it is to that extent, deemed omitted and the remaining provisions will continue in full force and effect. Use, duplication or disclosure by the U.S. Government is subject to restrictions stated in paragraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at 252.227-7013.