Brekeke PBX Click-to-Call for Outlook EULA

Brekeke Software, Inc.
Brekeke PBX Click-to-Call for Outlook End User License Agreement
Effective Date: August 6, 2009

THIS AGREEMENT (or "EULA") IS A LEGAL AGREEMENT BETWEEN THE PERSON, COMPANY, OR ORGANIZATION THAT HAS LICENSED THIS SOFTWARE ("YOU") AND BREKEKE SOFTWARE, INC. BY INSTALLING AND USING THE SOFTWARE, YOU ACCEPT THE SOFTWARE AND AGREES TO THE TERMS OF THIS AGREEMENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MUST:
(i)	NOT DOWNLOAD THE SOFTWARE,
(ii) IMMEDIATELY CEASE USING THE SOFTWARE, AND
(iii) DESTROY ALL COPIES OF THE SAME, INCLUDING ANY COPIES STORED ON YOUR HARD DRIVE AND ANY ARCHIVAL COPIES.

1. Definitions

a. "Brekeke" means the licensor, Brekeke Software, Inc., and its licensors, if any.

b. "Software" means only the Click To Call for Outlook including any updates, upgrade, modified versions, the documentation, examples and any included resources available with the main program which is developed by Brekeke and any third party(s).

c. "You" or "Your" shall refer to authorized users, either the individual or entity, who has a license to use the Software in accordance with the terms and conditions of this Agreement.

2. License Grants

The licenses granted in this Section 2 are subject to the terms and conditions set forth in this EULA:

a. Subject to the restrictions set forth below, this EULA grants you a non-exclusive license to use the executable code version of the Software. This Agreement will also govern any software upgrades provided by Brekeke that replace and/or supplement the original Software, unless such upgrades are accompanied by a separate or updated license, in which case the terms of that license will govern.

b. Your license rights under this EULA are non-exclusive.

3. License Restrictions

a. Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the Software from one computer to another or over a network.

b. You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form.

c. Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.

d. Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.

e. You shall not use the Software to develop any product having the same primary function as the Software.

f. You may not export the Software into any country prohibited by the United States Export Administration Act and the regulations hereunder.

3. Termination

If you breach this Agreement your right to use the Software will terminate immediately and without notice, but all provisions of this Agreement except License Grant (with all other rights of both parties and all other provisions of this EULA surviving any such termination) will survive termination and continue in effect. Upon termination, you must destroy all copies of Software.

4. Ownership

The foregoing license gives you limited license to use the Software. Brekeke and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by Brekeke and its suppliers. You agree that you will not, at any time, contest anywhere in the world Brekeke's ownership of the Software, nor will you challenge the validity of Brekeke's rights in the Software.  You have no rights hereunder to use any trademark or service mark belonging to Brekeke.

5. Warranty

THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  BREKEKE HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS OR QUIET ENJOYMENT.  THERE IS NO WARRANTY THAT THE SOFTWARE WILL BE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION.  YOU ASSUME THE ENTIRE RISK FOR THE RESULTS OBTAINED USING THE SOFTWARE.  TO THE EXTENT THAT BREKEKE MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS, WHICH VARY FROM STATE TO STATE.

6. LIMITATION OF LIABILITY

a. NEITHER BREKEKE NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF BREKEKE OR ITS REPRESENTATIVES 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.

b. BREKEKE'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $200 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE (IF ANY) THAT CAUSED SUCH DAMAGE.

c. (USA only) SOME STATES 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 AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

d. THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.

7. Third Party Software

The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are included and are made a part of and incorporated by reference into this EULA. By accepting this EULA, you are also accepting the additional terms and conditions, if any, set forth therein.

8. Privacy and Data Collection

From time to time, the Software may collect certain information from the computer on which it is installed, which may include information regarding installation or use of the Software. This information indicates to Brekeke whether installation of the Software was successfully completed and is collected by Brekeke for the purpose of evaluating and improving Brekeke's product installation success rate, as well as compliance with this EULA.

9. General

This EULA shall be governed by the internal laws of the State of California, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in San Mateo County, California or the federal courts in the Northern District of California to resolve any disputes arising under this EULA. In each case this EULA shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Software licensed hereunder shall be of no effect. The failure or delay of Brekeke to exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.

No Brekeke distributor, sub-distributor, dealer, agent or employee is authorized to make any amendment to this EULA unless such amendment is in writing and signed by a duly authorized representative of Brekeke.

If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain in full force and effect.

Brekeke and other trademarks contained in the Software are trademarks or registered trademarks of Brekeke in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA does not authorize you to use Brekeke's or its licensors' names or any of their respective trademarks.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING OR USING BREKEKE SOFTWARE, INC. SOFTWARE. BY USING OR PURCHASING BREKEKE SOFTWARE PRODUCTS, CUSTOMER SIGNIFIES ITS ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THISAGREEMENT, THEN IT MUST NOT USE OR PURCHASE BREKEKE SOFTWARE PRODUCTS.
Brekeke PBX Click-to-Call for Outlook License Agreement
