IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE BUTTON IN THE APP THAT INDICATES THAT YOU DO NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND NOT DOWNLOAD, INSTALL OR USE THE LICENSED APPLICATIONS AND THAT YOU DO NOT WISH TO USE THE CELLCRYPT SERVICE.
1. License Grant: Cellcrypt Inc. grants you a non-transferable license to install and a non-exclusive right to use the Licensed Applications, on a single device you own or control, to access the relevant Cellcrypt service downloaded from Cellcrypt servers or the relevant device application store by you or on your behalf. Cellcrypt Inc. reserves the right to make corrections, improvements or enhancements to the Licensed Applications without notice to you and without obligation to furnish the corrections, improvements or enhancements to you.
2. Restrictions: You shall not (i) reproduce or copy the Licensed Applications (save only for backup purposes); (ii) use, or permit the use of, the Licensed Applications for any purpose other than as permitted in terms of this agreement; (iii) distribute, sell, lease, sublicense or otherwise transfer rights to the Licensed Applications to any third party; (iv) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Licensed Applications (except to the extent that applicable laws specifically prohibit such restriction); (v) modify or create any derivative works of the Licensed Applications; (vi) remove or alter any patent, trademark, logo, copyright or other proprietary notices in the Licensed Applications; or (vii) permit any third party to benefit from the use or functionality of the Licensed Applications via a timesharing, service bureau or another arrangement
3. Emergency Services: You acknowledge and accept that the Licensed Applications do not offer access to Emergency Services. To access Emergency Services, you must use a traditional wireless or wireline telephone service that offers access to Emergency Services.
4. Termination: This agreement is effective until terminated. You may terminate this agreement at any time by removing the Licensed Applications from your equipment and destroying all copies of the Licensed Applications. Unauthorized copying of the Licensed Applications or otherwise failing to comply with this agreement will result in immediate termination of this agreement and may make legal remedies available to Cellcrypt Inc. Upon termination of this agreement, the license granted herein will terminate and you (i) will remove the Licensed Applications from all hard drives, mobile phones, mobile devices, networks and other storage media and destroy all copies of the Licensed Applications in your possession or under your control and (ii) all rights to use the Licensed Applications will cease. The provisions in sections 5 - Proprietary Rights, 6 - No Warranty and 7 - Limitation of Liability will survive any termination of this agreement.
5. Proprietary Rights: Title to the Licensed Applications, and patents, copyrights, database rights, trademarks and all other intellectual property rights applicable, shall at all times remain solely and exclusively with Cellcrypt Inc. and its suppliers, and you shall not take any action inconsistent with such ownership. Any rights not expressly granted herein are reserved to Cellcrypt Inc. and its suppliers. The parties acknowledge that, in the event of any third party claim that the Licensed Applications or your possession and use of these Licensed Applications infringe that third party's intellectual property rights, Cellcrypt Inc. will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
6. No Warranty: To the maximum extent permitted by applicable law, Cellcrypt Inc. disclaims all warranties and conditions, either express or implied, with respect to the Licensed Agreements, including all implied warranties and conditions of merchantability, non-infringement and fitness for a particular purpose, or arising from a course of dealing, usage or trade practice. Cellcrypt Inc. specifically disclaims any warranty (i) regarding any underlying telecommunications network, (ii) that the functions contained in the Licensed Applications will meet your requirements or will operate in combinations or in a manner selected for use by you, or (iii) that the operation of the Licensed Applications will be uninterrupted or error-free. Cellcrypt Inc. is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Licensed Applications to conform to any applicable warranty, then you may notify Cellcrypt Inc. for resolution in accordance with this agreement.
7. Limitation of Liability: In no event shall Cellcrypt Inc. be liable to you for any damages resulting from loss or disclosure of data, lost profits, loss of use of equipment or lost contracts or for any special, indirect, incidental, punitive, exemplary or consequential damages in any way arising out of or in connection with the use or performance of the Licensed Applications or relating to this agreement, however, caused, even if either or both parties hereto have been made aware of the possibility of such damages. Cellcrypt Inc.'s entire liability to you, regardless of the form of any claim or action or theory of liability (including contract, tort, or warranty), shall not exceed the fees paid via the Licensed Applications for subscription to the Cellcrypt service. The limitations set forth in this agreement shall not exclude or limit Cellcrypt Inc.'s liability beyond what is permitted by applicable law and arising solely from Cellcrypt Inc.'s gross negligence.
8. Maintenance and Support: Cellcrypt Inc. or its nominee is solely responsible for providing any maintenance and support services with respect to the Licensed Applications (if any) or as required in terms of applicable law.
9. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. or U.K. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.K. or U.S. Government list of prohibited or restricted parties. You represent and warrant that you will not use the Licensed Applications in any country which specifically prohibits the use of such applications or software.
10. Exports: You agree to comply with all applicable export laws and regulations of all jurisdictions with respect to the Licensed Applications and to obtain, at your own expense, any required permits or export clearances. Cellcrypt Inc. shall have no liability for any unauthorised export of the Licensed Applications.
11. Contact Information: Questions, complaints or claims with respect to the Licensed Application should be directed to Cellcrypt Inc. email: email@example.com
12. Miscellaneous: The Licensed Applications may use third-party APIs which may not be endorsed or certified by industry bodies. Cellcrypt Inc. reserves the right to modify this agreement at any time. Express acceptance by you, as evidenced by your use of the Licensed Applications after a change shall constitute your acceptance to be bound by the terms and conditions of the revised agreement. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this agreement shall remain in full force and effect.
13. The parties agree that this agreement is governed by the laws of England and Wales, and the parties further agree to the non-exclusive jurisdiction of its courts.