This Software License Agreement (this "Agreement") is between you (either an individual or an entity, referred to hereinafter as "you" or "your") and ArrowSuites LLC and its affiliates ("ArrowChat", "we", "our" or "us") for the ArrowChat 0.1+ software that accompanies this Agreement, as may be updated or replaced by feature enhancements, software updates or maintenance releases (the "Software") and any services that may be provided by ArrowChat under this Agreement ("Services"). Do not use the Software until you have carefully read the following Agreement.
By installing, copying, accessing, downloading or using the Software (or authorizing any other person to do so) you are indicating that you are 18 years of age or older (any parent or guardian of a person under the age of 18 may accept this Agreement on behalf of a user), are capable of entering into a binding legal agreement, have read and understand this Agreement and you accept its terms and conditions. If you do not agree with the terms and conditions of this Agreement, do not install, copy, access, download or use the Software. Any breeches in the contract may lead to account closure.
1. Grant of License
Subject to the terms and conditions of this Agreement, ArrowChat grants to you a limited, non-exclusive, worldwide license to install, download and use a single instance of the Software on a single website server ("License") through a single installation. Each License may run one instance of the Software on one domain. Any modification of the Software intended to circumvent the foregoing is prohibited and will result in revocation of the License.
You may make a one-time, permanent transfer of your rights in the Software to a third party ("Subsequent Licensee"), provided the Software was purchased by you more than 90 days prior to the transfer, that you do not keep a copy of the Software for yourself, the Subsequent Licensee agrees to the terms of this Agreement and the License, and the Subsequent Licensee agrees to assume your rights as a licensee of the Software. You must disclose the domain where you are using (or plan to use) the License, which may be disclosed in the ArrowChat registered members area. You may set up one additional temporary test chat for the purpose of testing code, template and database modifications. Such a test chat must be password protected, and not made available to the general public at any time.
For purposes of this Agreement, "Software" includes (and the terms and conditions of this Agreement will apply to) any updates, updated or replacement features enhancements, bug fixes or modified versions (collectively, "Update"). "Update" means a release of the Software which adds minor functionality enhancements to the current version. This class of release is identified by the change of the version number to the right of the decimal point, i.e. 1.1 to 1.2. Notwithstanding any other provision of this Agreement, you have no License or right to use any such Update unless, at the time of acquiring such Update, you already hold a valid License to the original Software and have paid any applicable fee for the Update.
2. Restrictions
You may not give copies to another person, or duplicate the Software by any other means, including electronic transmission. If ArrowChat files are found on another machine other than your own, regardless of how the files were obtained, this will be considered a breech in contract. You may make one copy of the Software in machine-readable form for backup purposes only; provided that the backup copy must include all copyright or other proprietary notices contained on the original. You may not rent, sublicense, assign, lease, loan, resell for profit, distribute, publish or network the Software or related materials or create derivative works based upon the Software or any part thereof.
You may not use the Software to engage in or allow others to engage in any illegal activity. You may not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
3. Ownership Rights
The Software is licensed to you by ArrowChat for use only under the terms of the License. ArrowChat reserves all rights not granted to you. The Software in its entirety is protected by U.S. and international copyright laws and treaty provisions. ArrowChat owns and retains all right, title and interest in and to the Software, including all copyrights, patents, trade secret rights, trademarks, service marks and other intellectual property rights therein. Your possession, installation, or use of the Software does not transfer to you any title to the intellectual property in the Software, and you will not acquire any rights to the Software except as expressly set forth in this Agreement. All copies of the Software made hereunder must contain the same proprietary notices that appear on and in the Software, including all Software copyright notices embedded in any design template which must remain unaltered from the original and visible at all times. ArrowChat is a trademark of ArrowSuites LLC in the U.S. ArrowChat is a product of ArrowSuites LLC.
4. Termination
The License is effective until terminated. You may terminate the License at any time by uninstalling the Software and destroying all copies of the Software in any media. This Agreement may be terminated by ArrowChat immediately and without notice if you fail to comply with any term or condition of the License or this Agreement. Upon such termination, you must immediately cease using the Software, and destroy all complete and partial copies of the Software.
No customers are offered refunds at this time due to the product being available for download instantly after purchase. No refunds are offered on professional installation or support services. If an exception is made and a refund is granted, the License must be terminated according to the above paragraph. ArrowChat reserves the right to deny a refund for the following reasons including, but not limited to sharing the script, not uninstalling the software from the server, engaging in criminal activity on arrowchat.com, or any other reason ArrowChat sees fit.
Customers who re-purchase ArrowChat after already receiving a refund are not permitted to receive a second refund. In addition, their license expiration time and support expiration time will be deducted minus the time already used.
ArrowChat reserves the right to change or add to the terms of this Agreement at any time (including but not limited to Internet-based Solutions, pricing, technical support options, and other product-related policies), and to change, discontinue or impose conditions on any feature or aspect of the Software, or any Internet-based Solutions provided to you or made available to you through use of the Software. Such changes will be effective upon notification by any means reasonable to give you actual or constructive notice including by posting such terms on the Arrowchat.com website, or another website designated by ArrowChat. Your continued use of the Software will indicate your agreement to any such change.
5. Registration Data
You must register to use the Software and Solutions and (a) provide true, accurate, current and complete information as prompted by the sign-up process (the "Registration Data"), and (b) maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any Registration Data that is inaccurate, not current or incomplete, or we have reasonable grounds to suspect is inaccurate, not current or incomplete, we may suspend or terminate your account unless and until such data is corrected or completed, or we may refuse any and all current or future access to and use of the Software or Services (or any portion thereof).
6. Account Access Information and Data
You are solely responsible for (a) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you to access the Software and Services (collectively, "Access Information"), and (b) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Software and Services (collectively, "Account Data"). We will assume that any communications we receive through use of the Access Information were sent or authorized by you.
7. Fees and Payments
We reserve the right to charge fees for future Services in our sole discretion. If we decide to charge for the Services, such charges will be disclosed to you prior to our charging for them.
8. Feedback
We may provide you with a mechanism to provide feedback, suggestions and ideas about our Software. You agree that we may use the feedback you provide in any way, including in future modifications of the Software. You grant us a perpetual, worldwide, fully transferable, non-revocable, royalty free license to use, modify, create derivative works from, distribute and display any information you provide to us in the feedback.
9. DISCLAIMER OF WARRANTIES
THE SOFTWARE IS PROVIDED "AS-IS," AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARROWCHAT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE AND ANY RELATED MATERIALS, INCLUDING THEIR FITNESS FOR A PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. ARROWCHAT DOES NOT WARRANT THAT THE SOFTWARE OR ANY RELATED SERVICES OR CONTENT IS SECURE, OR IS FREE FROM BUGS, VIRUSES, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE THROUGH THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF PURCHASE OF THE SOFTWARE. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THE ENTIRE RISK AS TO THE RESULTS, QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU.
10. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARROWCHAT AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ARROWCHAT OR ITS REPRESENTATIVES OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. ARROWCHAT'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE PURCHASE PRICE AMOUNT PAID BY YOU FOR THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE LIMITATIONS OF THE DAMAGES SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ARROWCHAT AND YOU; ARROWCHAT WOULD NOT HAVE BEEN ABLE TO PROVIDE THE SOFTWARE TO YOU WITHOUT SUCH LIMITATIONS.
11. Indemnification
You agree to defend, indemnify and hold ArrowChat, ArrowSuites LLC, and our officers, directors, employees, agents or affiliates, harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your use of the Software or your chat users' use of the Software, laws or regulations, or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right or invasion of any privacy rights. This obligation will survive the termination of this Agreement.
12. U.S. Government End Users
The Software and any related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights are reserved under the copyright laws of the United States.
13. Export Control
The manufacture and sale of the Software is subject to the export control laws of the United States. You may not use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was purchased. In particular, but without limitation, the Software may not be exported or re-exported (a) into any U.S. embargoed countries, or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, you represent and warrant that you are not located in any such country or jurisdiction, or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law or the law of the jurisdiction in which the Software was purchased, including, without limitation, the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons.
14. Controlling Law; Severability
The License and this Agreement are governed by and construed in accordance with the laws of the State of Nevada, United States of America. You hereby consent to the exclusive jurisdiction and venue in the state and federal courts of the County of Clark, Nevada and the District of Nevada, respectively. The License will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of the License will continue in full force and effect. Unless otherwise required by law, an action or proceeding by you to enforce an obligation, duty, or right arising under the License or this Agreement or by law with respect to the Software or Services must be commenced within one (1) year after the cause of action accrues.
15. Miscellaneous
You acknowledge that, in providing you with the Software and/or Services, ArrowChat 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 the License and 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 ArrowChat, and that this Agreement does not include any other prior or contemporaneous promises, representations, or descriptions regarding the Software. The unauthorized agents, employees or distributors of ArrowChat or its affiliates are not authorized to make modifications to this Agreement, or to make any additional representations, commitments, or warranties binding on ArrowChat. Accordingly, additional statements, whether oral or written, do not constitute representations or warranties by ArrowChat and should not be relied upon.
Revised: 3/16/2012
