PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE TWIGLOO APPLICATION OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”).
THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND TWIGLOO, INC. (“TWIGLOO”) HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.
Twigloo is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement. By clicking on the “I accept” button below or by downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms. If you are accepting the terms of this Agreement on behalf of a Company or other legal entity, you represent and warrant that you have the authority to bind that Company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that Company or other legal entity. If you do not accept all the terms of this Agreement, then Twigloo is unwilling to license the Software to you, and you must return the Software to Twigloo for a full refund, if you have paid for the license to the Software, or, if Twigloo has made the Software available to you without charge, you must destroy all copies of the Software.
- Grant of License. Conditioned upon your compliance with the terms and conditions of this Agreement, Twigloo grants you a non-exclusive and non-transferable license for a single user to Execute (as defined herein) the executable form of the Software on a single computer, solely for your own personal use. You may make a single copy of the Software for backup purposes, provided that you reproduce on it all copyright and other proprietary notices that are on the original copy of the Software. Twigloo reserves all rights in the Software not expressly granted to you in this Agreement. For purposes of this Agreement, “Execute” and “Execution” means to load, install, and run the Software in order to benefit from its functionality as designed by Twigloo.
- Restrictions. Except as expressly specified in this Agreement, you agree not to do any of the following, notwithstanding the fair use doctrine or any statutory or common law provision that might otherwise permit any of the following (except to the extent applicable law makes any of the following prohibitions unenforceable or otherwise permits the recited acts notwithstanding the agreement not to perform them): (a) copy (except in the course of loading or installing) or modify the Software, including but not limited to adding new features or otherwise making adaptations that alter the functioning of the Software; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party; or (c) make the functionality of the Software available to multiple users through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS) or any other type of services. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Twigloo and its licensors. Accordingly, you agree not to disassemble, decompile or reverse engineer the Software, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
- Acknowledgement. The Software allows you to access certain third party social networking applications and to use certain third party plug-in applications (“Third Party Applications”) which are or may be governed by separate agreements. You acknowledge and agree that Twigloo is not responsible or liable for: (i) the availability, functionality, or accuracy of such Third Party Applications; or (ii) the content, products, or services on or available from such Third Party Applications. Access to such Third Party Applications does not imply any endorsement by Twigloo of such Third Party Applications or the content, products, or services available from or through such Third Party Applications. You acknowledge sole responsibility for and assume all risk arising from your use of any Third Party Applications, as well as all responsibility and risk related to any terms and conditions or other agreements which govern such Third Party Applications and your relationship with the providers of such Third Party Applications. Furthermore, you agree and acknowledge that by using the Software, you are in compliance with the terms and conditions of those Third Party Applications which you access through the Software and that you remain liable for any such usage.
- Ownership. The copy of the Software is licensed, not sold. You own the media on which the Software is recorded, but Twigloo retains ownership of the copy of the Software itself, including all intellectual property rights therein. The Software is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you.
- Term. The license granted under this Agreement remains in effect for a period of 75 years, unless earlier terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the Software in your possession or control. The license granted under this Agreement will automatically terminate, with or without notice from Twigloo, if you breach any term of this Agreement. Upon termination, you must at Twigloo’s option either promptly destroy or return to Twigloo all copies of the Software in your possession or control.
- No Warranty. THE SOFTWARE – INCLUDING THIRD PARTY APPLICATIONS – IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TWIGLOO DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TWIGLOO OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. SHOULD THE SOFTWARE PROVE, DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
- Limitation of Liability. TWIGLOO’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID TO TWIGLOO BY YOU FOR THE SOFTWARE OR, IN THE EVENT THAT TWIGLOO HAS MADE THE SOFTWARE AVAILABLE TO YOU WITHOUT CHARGE, TWIGLOO’S TOTAL LIABILITY WILL BE LIMITED TO $20. IN NO EVENT WILL TWIGLOO BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR the cost of procuring substitute products ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT TWIGLOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 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.
- U.S. Government End Users. The Software and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in this Agreement.
- Export Law. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
- General. This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without Twigloo’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise. All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and Twigloo have executed a separate agreement. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by Twigloo and will be deemed null.
- Contact Information. If you have any questions regarding this Agreement, you may contact Twigloo at email@example.com or Twigloo Inc, 340 S Lemon Ave #3498 CA 91789 USA