End User Agreement


NOTICE TO USER: Please read this contract carefully. By using all or any portion of the Inphonite software ("software") you accept all the terms and conditions of this agreement. You agree that this agreement is enforceable like any written negotiated agreement signed by you. If you do not agree, do not use this software.

DEFINITIONS

"Software'‘ means (a) all of the contents of the files, disk(s), CD-ROM(s) applications, downloads or other media with which this Agreement is provided, including but not limited to (i) Inphonite or third party computer information or software; and (ii) related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Inphonite (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Computer" means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Inphonite" Inphonite, LLC, an Arizona limited liability company, 6367 E Tanque Verde Rd, Suite 204, Tucson, Arizona 85715.

SOFTWARE LICENSE

As long as you maintain an active technical support contract, comply with the terms of this Software License Agreement and the Terms of Service as applicable (this "Agreement"), you have a non-exclusive and nontransferable right to use the Software for the purposes described in the Documentation. You agree to use your best efforts to prevent and protect the contents of the Software and Documentation from unauthorized disclosure or use. Inphonite and its licensors reserve all rights not expressly granted to you. Inphonite’s licensors are the intended third party beneficiaries of this agreement and have the express right to rely upon and directly enforce the terms set forth herein.

GENERAL USE

You may install and Use a single copy of the Software on your compatible computer.

LIMITATIONS ON USE

You may not rent, lease, sell or otherwise transfer or distribute copies of the Software or Documentation to others. You may not modify or translate the Software or the Documentation without the prior written consent of Inphonite. You may not reverse assemble, reverse compile or otherwise attempt to create the source code from the Software. You may not use Inphonite's name or refer to Inphonite directly or indirectly in any papers, articles, advertisements, sales presentations, news releases or releases to any third party without the prior written or email approval of Inphonite for each such use. You may not release the results of any performance or functional evaluation of any Software to any third party without prior written or email approval of Inphonite for each such release.

BACKUP COPY

You may make one copy of the Software for backup purposes, provided your backup copy is not installed or used on any computer. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software. You may not sublicense, assign, delegate, rent, lease, time-share or otherwise transfer this license or any of the related rights or obligations for any reason. Any attempt to make any such sublicense, assignment, delegation or other transfer by you shall be void. You may physically transfer the Software from one computer to another provided that you do not retain any copies of the Software, including any copies stored on a computer. You may print one copy of any online documentation provided with the Software. Any and all other copies of the Software and any copy of the Documentation made by you are in violation of this license.

COPYRIGHT PROTECTION AND OWNERSHIP

You agree that the Software and Documentation belong to Inphonite and its licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the Software and Documentation or to any related patents, copyrights, trademarks or other intellectual property. You own only the magnetic or other physical media on which the Software and related Documentation are recorded or fixed. Inphonite and its licensors retain all right, title and interest in and to the Documentation and all copies and the Software recorded on the original media and all subsequent copies of the Software at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy. All content accessed through the Software is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content.

TERM AND TERMINATION

This license is effective until terminated. You may terminate this license at any time by destroying the Software and Documentation and the permitted backup copy. This license automatically terminates if you fail to comply with its terms and conditions. You agree that, upon such termination, you will either destroy (or permanently erase) all copies of the Software and Documentation, or return the original Software and Documentation to Inphonite, together with any other material you have received from Inphonite in connection with the Software.

WARRANTY

Inphonite and its licensors provide the software and the documentation "as is" without warranty of any kind either express, implied or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

LIMITATION OF LIABILITY

Inphonite and its licensors' entire liability and your exclusive remedy in connection with the Software shall be that you are entitled to return the product and any associated hardware within the terms of the Inphonite Refund Policy. In no event will Inphonite or its licensors be liable for any indirect damages or other relief arising out of your use or inability to use the software including, by way of illustration and not limitation, lost profits, lost business or lost opportunity, or any special, incidental or consequential or exemplary damages, including legal fees, arising out of such use or inability to use the software, even if Inphonite, its licensors or an authorized Inphonite referral partner, distributor or supplier has been advised of the possibility of such damages, or for any claim by any other party.

TOLL FRAUD

Inphonite will not accept liability for any damages, including long distance charges, which result from unauthorized and/or unlawful use. By using this software, you agree to indemnify Inphonite of all such damages.

INDEMNITY

You agree to hold Inphonite and its licensors harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys’ fees) arising out of or relating to any use of, or reliance on, the Software.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Arizona. The courts of Pima County, Arizona shall have exclusive jurisdiction over all disputes relating to this Agreement.

U.S. GOVERNMENT END USERS

The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein.