| | End User License Agreement
This product is offered subject to your acceptance of the following license agreement and to limited warranty terms:
End-User License Agreement (EULA) for CRE8TXT LTD Predictive Keyboard Software. This EULA is a legal contract between you (whether a single individual or entity) and CRE8TXT LTD ("CRE8TXT") for the Predictive Keyboard software product provided with this EULA, including without limitation any associated media, printed materials, online or electronic documentation provided with this EULA (collectively, the "Product").
The Predictive Keyboard software portion of the Product is referred to in this EULA as "Software".
READ THIS LEGAL CONTRACT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR MAKING ANY USE OF THE PRODUCT. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY DOWNLOADING, INSTALLING OR OTHERWISE USING ANY OF THE PRODUCT. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT DOWNLOAD, INSTALL OR MAKE ANY USE OF THE PRODUCT.
The Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and international treaties. The Product is licensed to you pursuant to the terms of this EULA, and is not sold.
1. GRANT OF LICENSE
1.1 Limited License. Subject to the terms and conditions of this EULA, CRE8TXT grants to you (a single individual or entity) a limited, personal, revocable, non-exclusive, non-transferable license to:
(a) if the version of the Software that you received is the desktop version stored on a CD or downloaded from an authorised web site, to install and use the Product on a single computer at one time for use by a single individual user; or
(b) if the version of the Software that you received is the desktop version stored on a USB memory key, to use the Product on a single computer at one time for use by a single individual user; (collectively, the "License").
1.2 Reservation. Except for the limited License set out in Section 1.1 above, nothing in this EULA shall be construed as conferring any license or other rights under the intellectual property or other proprietary rights of CRE8TXT, its licensors, affiliates or any third party.
1.3 Backup Copy. You may make one single copy of the Software for backup purposes.
2. RESTRICTIONS ON USE
2.1 Restrictions. You shall not:
(a) modify, translate, use, reproduce, copy, or transfer the right to use the Product, except to the extent expressly permitted in this EULA;
(b) resell, sublicense, rent, lease or lend the Product to any party;
(c) use the Software or any other portion of the Product remotely or over any server or network or as a hosted product;
(d) use the Software or any other portion of the Product concurrently or simultaneously on multiple computers or terminals;
(e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of any of the Software (except to the extent that this restriction is expressly prohibited by law) or create derivative works based on any of the Product;
(f) disable or circumvent, or attempt to disable or circumvent, any access control or related device, process or procedure related to the Product; and/or
(g) use the Product in any manner that is in violation of any applicable laws under this EULA and/or in the jurisdiction in which you use the Product, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
3. MODIFICATIONS, MULTIPLE
ENVIRONMENTS, MULITPLE LANGUAGES
3.1 CRE8TXT Modification Discretion. CRE8TXT reserves the right, at any time, to revise, modify or discontinue, temporarily or permanently, any or all of the Product, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Product without notice. CRE8TXT will not be obligated to make any of same available to you.
3.2 Multiple Environment Software, Multiple Language Software, Dual Media, Multiple Copies. If the Software supports multiple platforms or languages, if you receive the Software on multiple media, or if you otherwise receive multiple copies of the Software, the number of computers on which all versions of the Software are installed shall be one computer. You may not rent, lease, sublicense, lend or transfer versions or copies of the Software you do not use.
4. OWNERSHIP, COPYRIGHT AND TRADEMARKS
4.1 All right, title and interest in and to the Product (including, but not limited to, any and all images, photographs, animations, video, audio, music, text, applets, source code and any other computer readable code incorporated into the Product), all copies of the Product and any associated intellectual property rights therein, are owned by CRE8TXT and/or its licensors and affiliates and are protected by copyright and other intellectual property laws, international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organisation and code of the Software are the valuable trade secrets and confidential information of CRE8TXT and/or its licensors and affiliates. You shall not copy the Software, except as set forth in this EULA. You shall not remove, modify or alter any CRE8TXT copyright, trade-mark or other proprietary rights notices from any part of the Product, including without limitation any such notices contained in or on the physical and/or electronic media or documentation or contained in or dynamically or otherwise created by any of the Product. Any copies which you are permitted to make pursuant to this EULA must contain the same copyright and other proprietary notices that appear on the original Product.
5. SUPPORT SERVICES & FEEDBACK
5.1 Support Services. CRE8TXT is not obligated to provide you with any technical support, Updates, supplements, or related information for the Product (collectively, the "Support Services") under this EULA. If, however, CRE8TXT in its sole discretion provides you with any Support Services
for the Product, the material provided with such Support Services shall be deemed included as part of the Product, and shall be governed by this EULA, except to the extent other terms of use are expressly provided by CRE8TXT in writing with respect to such Support Services.
5.2 End-User Feedback. You may, from time to time, provide suggestions, comments or other feedback to CRE8TXT concerning your experience with or use of the Product (the "Feedback").
YOU AGREE THAT CRE8TXT SHALL BE FREE TO USE, DISCLOSE, REPRODUCE, LICENSE OR OTHERWISE DISTRIBUTE, AND EXPLOIT THE FEEDBACK AS IT SEES FIT, ENTIRELY WITHOUT OBLIGATION OR RESTRICTION OF ANY KIND ON ACCOUNT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
Feedback, even if designated as confidential by you, shall not, absent a separate written agreement between CRE8TXT and you, create any confidentiality obligation for CRE8TXT, except that CRE8TXT will not to disclose the information in a manner that personally identifies you.
6. LIMITED WARRANTY
6.1 Limited Warranty. If the Software has been delivered by CRE8TXT on physical media, CRE8TXT warrants the media to be free from material physical defects for a period of thirty (30) days after delivery by CRE8TXT. If such a defect is found, you should return the media to CRE8TXT for replacement or alternate delivery of the Software as CRE8TXT may select.
6.2 Exclusion of Other Warranties. To the extent that implied warranties on the Product are disclaimable, they are disclaimed below. To the extent that implied warranties may not be entirely disclaimed and are allowed by applicable law, implied warranties on the Product, if any, are limited to ninety (90) days.
6.3 No Warranty as to Product Quality.
THE PRODUCT AND ANY SUPPORT SERVICES, IF ANY, RELATED TO THE PRODUCT, ARE PROVIDED ON AN "AS IS, WITH ALL FAULTS BASIS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRE8TXT, ITS LICENSORS AND/OR AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOMER TRADE. CRE8TXT, ITS LICENSORS AND/OR AFFILIATES DO NOT WARRANT AND/OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE PRODUCT. THERE IS NO WARRANTY BY CRE8TXT OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED
OR ERROR-FREE, FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS AND/OR ACCURATE IN ITS RESPONSES AND RESULTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.
7. LIMITATION OF LIABILITY
7.1 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CRE8TXT, ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRACTORS AND/OR LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, INTERRUPTION OF BUSINESS AND/OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, UNAUTHORISED USE OF THE PRODUCT, PERFORMANCE OF THE PRODUCT, NON-PERFORMANCE OF THE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, AND/OR ANY OTHER FAILURE OF PERFORMANCE OF THE PRODUCT AND/OR SUPPORT SERVICES, EVEN IF CRE8TXT, ITS LICENSORS AND/OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CRE8TXT'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE
PRODUCT.
8. TERMINATION
8.1 Termination by You. You may terminate this EULA at any time and for any reason by permanently deleting, destroying or returning to CRE8TXT, at your own expense, the Product, any copies thereof and any related materials provided by CRE8TXT.
8.2 Termination with Cause. Without prejudice to any of CRE8TXT's rights, this EULA shall terminate automatically if you fail to comply with any of the terms of this EULA. In such event, you shall immediately delete, destroy or return to CRE8TXT, at your own expense, the Product, any copies thereof and any related materials provided by CRE8TXT.
8.3 Termination of Rights. Upon termination of this EULA for any reason, all rights, privileges, and licenses granted to you shall forthwith terminate. CRE8TXT shall not be liable to you, or any third party, for damages of any sort resulting solely from the termination of this EULA in accordance with its terms.
9. MISCELLANEOUS
9.1 Notices. Any notice to CRE8TXT shall be made in writing and shall be deemed to have been given if it is in writing and is delivered in person, sent by courier, registered mail, or transmitted by confirmed facsimile, addressed to CRE8TXT at its address or facsimile number noted below. In addition, any return of Product should be delivered to:
CRE8TXT Ltd
Globe Works
Lower Bridgeman Street
Bolton BL2 1DG
Telephone: 0845 643 1150
Fax: 0845 643 1160
Notices will be deemed effective on the date of delivery in the case of personal delivery and courier, on the date of transmission in the case of facsimile that is electronically confirmed or on the fifth day after it was mailed in the case of registered mail.
9.2 Export Control Laws. You acknowledge and agree that the Product and any Support Services may be subject to export control laws, restrictions and regulations (collectively, the "Export Laws") of The United Kingdom. You warrant and represent that no United Kingdom agency has suspended, revoked, or denied your export privileges and you agree and certify that none the Product, Support Services, or any direct product thereof, is being or will be acquired, shipped, transferred or exported, directly or indirectly, into any country prohibited by the Export Laws of The United Kingdom as the case may be, or will be used for any purpose prohibited by such laws.
9.3 License Modification Only in Writing. Any modification of this EULA must be in writing. CRE8TXT may modify the terms of the EULA at any time with written notice to you. If you do not agree with any such modification, your only remedy shall be to terminate this EULA. You may not modify this EULA without the express written consent of an officer of CRE8TXT.
9.4 Your Rights and Obligations May Not Be Transferred. You shall not resell or assign or otherwise transfer your rights or obligations under this EULA without the express written authorisation of CRE8TXT. CRE8TXT may assign or transfer any and all of its rights and obligations under this EULA to any other party without notice to you.
9.5 Governed by the Laws of England.
This EULA shall be construed and governed by English Law and Courts of England (without regard to its conflict of laws provisions) which shall be deemed to be the proper law thereof. The courts of England shall have the exclusive jurisdiction to determine all disputes and claims, both at law and in equity, arising out of or in any way relating to this Agreement, including without limitation, the legality, validity, existence and enforceability of this Agreement. CRE8TXT and you hereby irrevocably attorn to and accept the jurisdiction of English Law in the Courts of England.
9.6 Survival of Warranty Disclaimers and Liability Limitations. If any part of this EULA is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be limited and enforced to the full extent possible by law.
9.7 CRE8TXT Reserves All Other Rights and Remedies. The rights and remedies of CRE8TXT set forth in this EULA are in addition to any rights or remedies CRE8TXT may otherwise have at law or in equity.
9.8 You have Authority to Bind. If you are entering this EULA on behalf of a company, you warrant that you have authority to do so.
9.9 Waiver. No waiver by any party of any term or condition of this EULA or any breach thereof shall be made effective unless made in writing and signed by the party purporting to give the waiver.
9.10 Headings. The headings herein have been inserted as a matter of convenience only and in no way define, limit or enlarge the scope or meaning of this EULA or any of its provisions.
9.11 Interpretation. Any failure by CRE8TXT to insist upon or enforce strict performance of any right or provision of this EULA shall not constitute or be construed as a waiver of any right or provision. If any of the provisions (or parts thereof) contained in this EULA is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions (or parts thereof) contained herein. The parties have required that the EULA and all documents relating thereto be drawn up in English.
9.12 Entire Agreement. This EULA constitutes the entire agreement between you and CRE8TXT with respect to the Product and/or any Support Services, and this EULA supersedes all previous communications, representations, warranties, understandings, and agreements, whether electronic, oral, or written, between you and CRE8TXT relating to the subject matter of this EULA. You and CRE8TXT are independent entities, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this EULA.
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