IGIKI APPS TERMS OF USE AGREEMENT

IGIKI APPS SITE SUBMISSION RULES

IGIKI APPS DEVELOPMENT SUITE FOR IPHONE, APPS MAPS, APPS MAPS GALLERY, APPS MAPS GALLERY FOR IPHONE, APPS MAPS ALIVE, APPS MAPS REVOLUTION AND SOFTWARE END-USER LICENSE AGREEMENT

 

IGIKI APPS TERMS OF USE AGREEMENT

ACCEPTANCE OF TERMS THROUGH USE

By using this site or by clicking “I agree” to this Agreement, you (“User”) signify your agreement to these terms and conditions. If you do not agree to this Agreement please do not use this site and do not click “I agree”. Please check this Agreement periodically for changes as the owner of this site iGiki Apps (“Company”) reserves the right to revise this Agreement at any time in its sole discretion and your continued use of this site following the issuance of any changes to the Agreement constitutes acceptance of such changes. The Company reserves the right to terminate a User’s use of this site at any time without prior notice for any reason and without refund for any monies paid including for any breach of this Agreement or the instructions on this site by User. This Agreement applies to licensors and advertisers as well.

CONSENT TO RECEIVE ELECTRONIC RECORDS

By participating in the products or services on the site, you signify your express consent to receive information from Company in electronic format. You will need a computer with browser and Internet access to receive such electronic records. Electronic records may include terms and conditions, agreements, privacy policies, and other items.

YOU MUST BE OVER 18 TO AGREE TO THIS AGREEMENT AND USE THIS SITE

This Agreement must be completed, understood and agreed to by a person over 18. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this site, he or she should email the Company with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18, if you are easily offended, or are accessing this site from any country where material on this site is prohibited or illegal, please leave now as you do not have permission to access this site.

LICENSE TO USE THIS SITE

Upon your agreement to this Agreement, the Company hereby grants you a non-exclusive, non-transferable limited license to use this site in strict accordance with the terms and conditions in this Agreement and as permitted via instructions on this site. You agree not to make any false or fraudulent statements in your use of or to gain access to this site. You acknowledge and agree that all content and services available on this site are property of the Company and its advertisers and licensors and are protected by copyrights, moral rights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally. All rights not expressly granted herein are fully reserved by the Company, its advertisers and licensors. You agree to pay for any and all purchases and services made using your name and credit card (PayPal) through this Site, not to challenge any such charges and to pay for all collections and/or attorneys fees resulting from any non-payment.

LICENSE RESTRICTIONS

Use

You agree not to make any false or fraudulent statements in your use of or to gain access to this site or during your use of this site. Except as may be explicitly permitted through this site, you agree not to save, download, cut and paste, sell, license, rent, lease, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from materials, code or content on or from this site or that is property of Company or any advertiser offering materials through our programs. Systematic retrieval of data or other content from this site or the site of any party offering materials through this site to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from the Company is prohibited. In addition, use of the content or materials for any purpose not expressly permitted in this Agreement is prohibited.

Security

You agree to use your best efforts to prevent access to this site through your login and Password by anyone other than yourself, including but not limited to, keeping such information strictly confidential, notifying the Company immediately if you discover loss or access to such information by another party not under your control and supervision, and by using a login and Password not easily guessed by a third party. Additional logins or licenses should be purchased when applicable for products and services to allow each additional person, beyond yourself the right to access products and services. In cases in which you purchase additional logins or licenses, they must be for people in your immediate family, or in your business organization.
You agree that you shall not try to reverse engineer, reverse assemble, reverse compile, decompile, disassemble, translate or otherwise alter, defraud or create false results from any executable code, contents or materials on or received via this site or any advertiser's site. You understand that such actions are likely to subject you to serious civil and criminal legal penalties and that the Company shall in its discretion pursue such penalties to the full extent of the law to protect its rights and the rights of its other licensors.

International Use

Accessing this site, and services, products or contents available on this site from places outside the U.S. is permitted (unless expressly excluded herein) or if accessing such services, products, or contents is illegal or prohibited. None of the information on this site may be downloaded, exported or reexported into Libya, Iraq, North Korea, Cuba, the National Union for the Total Independence of Angola (UNITA), Iran, Syria, Sudan, Burma (Myanmar), Serbia, the Taliban, Sierra Leone, Liberia, designated Terrorists and international Narcotics Traffickers, Foreign Terrorist Organizations, and/or designated foreign persons who have engaged in activities related to the proliferation of weapons of mass destruction or any other country with restrictions imposed by the U.S. Government. By using this site, you agree that you are not a citizen of or a resident in any of these countries. You agree that you shall comply with all applicable export and import control laws and regulations in your use of this site, or materials or services received through this site, and, in particular, you shall not export or re-export anything on or received through this site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.

Export

You agree that you shall comply with all applicable export and import control laws and regulations in your use of this site, or materials or services received through this site, and, in particular, you shall not export or re-export anything on or received through this site in violation of local or foreign export laws and/or without all required U.S. and foreign government licenses.

Government Use.

If you are a branch or agency of the U.S. Government, the following provision applies. Any software which is downloaded from or made available via the site for or on behalf of the United States of America, its agencies and/or instrumentalities is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Unpublished rights reserved under the copyright laws of the United States.

USER'S LICENSE GRANT TO SITE

Except with regard to personal information, all information which you post on this site or communicate to the Company through this site (collectively “Submissions”) shall forever be the property of the Company. You agree to the Site Submission Rules found here as part of this Agreement if provided on the site by the Company. The Company shall not treat any submission as confidential and shall not incur any liability as a result of any similarities that may appear in future Company services or products. Without limitation, the Company shall have exclusive ownership of all present and future existing rights to any Submission of every kind and nature everywhere. You acknowledge that you are fully responsible for the message, including its legality, reliability, appropriateness, originality and copyright. You hereby represent and warrant that your Submission does not infringe the rights of any third party.

TRADEMARKS

The Company's, licensors', advertisers, merchants or other third party materials, services or products referenced on this site are common law or registered trade marks or service marks of such parties and you agree never to use such without express written permission. iPhone™ is a trademark of Apple Inc. registered in the U.S. and other countries. iGiki is an independent entity unaffiliated with Apple, Inc.

THIRD PARTY SITES

You will be transferred to online merchants or other third party sites through links or frames from this site. You are cautioned to read such sites' Terms and Conditions and/or Privacy Policies before using such sites in order to be aware of the terms and conditions of your use of such sites. You acknowledge that the Company is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the contents, products, services or any transmissions received through such sites. The inclusion of such a link or frame does not imply endorsement of this site by the Company, its advertisers or licensors, any association with its operators and is provided solely for your convenience. You agree that the Company and its licensors have no liability whatsoever from such third party sites and your usage of them. If you wish to suspend email from such sites, you must contact them directly.

DISCLAIMER OF WARRANTIES

THE COMPANY, ITS ADVERTISERS AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. ALL OF THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE COMPANY, ADVERTISERS AND/OR ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE, INCLUDING ALL EXPRESS, STATUTORY, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE COMPANY, ADVERTISERS AND/OR ITS LICENSORS DO NOT WARRANT THAT THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE ARE ACCURATE, RELIABLE OR CORRECT; THAT THIS SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENTS OR ANY INFORMATION RECEIVED THROUGH THIS SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS SITE IS SOLELY AT YOUR RISK. USER AGREES THAT IT HAS RELIED ON NO WARRANTIES, REPRESENTATIONS OR STATEMENTS OTHER THAN IN THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU BUT SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL THE COMPANY, ADVERTISERS AND/OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM, OR ARISE OUT OF THE USE OF, OR INABILITY TO USE, THIS SITE, THE SUITABILITY OF THE INFORMATION CONTAINED ON OR RECEIVED THROUGH USE OF THIS SITE, OR ANY SERVICES OR PRODUCTS RECEIVED THROUGH THIS SITE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY, ADVERTISERS AND/OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE COMPANY, ADVERTISERS AND/OR ITS RESPECTIVE LICENSORS' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW OF YOUR JURISDICTION. IN NO EVENT SHALL THE COMPANY’S LIABILITY EXCEED THE AMOUNT PAID FOR THE PRODUCTS AND SERVICES IN QUESTION OR $100, WHICHEVER IS LESS.

INDEMNIFICATION

You agree to defend, indemnify, and hold harmless the Company, its advertisers, licensors, subsidiaries and other affiliated companies, and their employees, contractors, officers, agents and directors from all liabilities, claims, and expenses, including attorney's fees, that arise from your use of this site, advertiser's sites, offers, gifts, the suitability of the information contained on or received through use of this site, or any services or products received through this site, or any violation of this Agreement. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Company in asserting any available defenses.

LEGAL COMPLIANCE

Company may suspend or terminate this Agreement or your use immediately upon receipt of any notice which alleges that you have used this site for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, Company may disclose your identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and Company shall not be liable for damages or results thereof and you agree not to bring any action or claim against Company for such disclosure.

CHOICE OF LAW AND FORUM

This site (excluding third party linked sites) is controlled by the Company from its offices within the State of New York, U.S. of America. It can be accessed from all 50 states as well as from other countries around the world to the extent permitted by site. As each of these places has laws that may differ from New York, by accessing this site, both you and the Company agree that the statues and laws of New York shall apply to any actions or claims arising out of or in relation to this Agreement or your use of this site, without regard to conflicts of laws principles thereof. You and the Company also agree and hereby submit to the filing of any claim only in the exclusive personal jurisdiction and venue of New York and any legal proceedings shall be conducted in English. The Company makes no representation that materials on this site are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. This Agreement shall not be governed by the United Nations Convention on Contracts for the Sale of Goods.

PARENTAL FILTERING DEVICES

In accordance with 47 U.S.C. Sec. 230(d), parents are notified that there are filtering devices which are commercially available that may assist parents in limiting access to material that is harmful to minors, such as www.netnanny.com, www.cyberpatrol.com, www.cybersitter.com.

CALIFORNIA USER CONSUMER RIGHTS

In accordance with Cal. Civ. Code Sec. 1789.3, California resident users are entitled to know that they may file grievances and complaints at California Department of Consumer Affairs, 400 R Street, STE 1080, Sacramento, CA 95814; or by phone at 916-445-1254 or 800-952-5210; or by email to dca@dca.ca.gov.

MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties related to the subject matter thereof, supersedes any prior or contemporaneous (oral, written or electronic) agreement between the parties and shall not be changed except by written agreement signed by an officer of the Company. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement as much as possible under applicable law shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof and the unenforceable provision shall be automatically amended so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law. User shall not assign or transfer this Agreement and any such transfer shall be void.

IGIKI APPS SITE SUBMISSION RULES

• is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, obscene, sexually explicit or graphic, or otherwise in violation of this site’s rules or policies;

• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

• infringes any patent, trade mark, service mark, trade secret, copyright, moral right, right of publicity, privacy or other proprietary right of any party;

• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

• contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

• impersonates any person or entity, including any employee or representative of this site, its licensors or advertisers.

You also agree that you shall not harvest or collect information about the users of this site or use such information for the purpose of transmitting or facilitating transmission of unsolicited bulk electronic e-mail or communications or for any other commercial purpose of your own or a third party.

You further agree that you shall not solicit or collect information, or attempt to induce any physical contact with, anyone 18 years old or younger without appropriate prior verifiable express parental consent.

This site generally does not pre-screen, monitor, or edit the content posted by users of this site. However, this site and its agents have the right, at their sole discretion, to remove any content that, in this site’s sole judgment, does not comply with the Site Submission Rules or is otherwise harmful, objectionable, or inaccurate. This site is not liable for any failure, delay, damages or results, in removing such content.
Confidentiality of submissions is not guaranteed, even if you select a PIN and PASSWORD for the submission. All submissions are at your sole risk.

You agree that your use of this site may be suspended or terminated immediately upon receipt of any notice which alleges that you have used this site in violation of these Rules and/or for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. of its agents, officers, directors, contractors or employees. In such event, you agree that the owner of this site may disclose your identity and contact information, if requested by a government or law enforcement body or as a result of a subpoena or other legal action, and the owner of this site shall not be liable for damages or results thereof, and you agree not to bring any action or claim against the owner of this site for such disclosure.

This site reserves the right to revise these Site Submission Rules at its discretion, so check back from time to time to be sure you are complying with the current version.

IGIKI APPS DEVELOPMENT SUITE FOR IPHONE, APPS MAPS, APPS MAPS GALLERY, APPS MAPS GALLERY FOR IPHONE, APPS MAPS ALIVE, APPS MAPS REVOLUTION AND SOFTWARE END-USER LICENSE AGREEMENT

NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING, COPYING OR DISTRIBUTING ALL OR ANY PORTION OF THE SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACCESS THE SOFTWARE ELECTRONICALLY, CLICK “DISAGREE/DECLINE.”

1. License. Licensor hereby grants the User a non-exclusive, non-transferable license to use the Software for personal use on one desktop computer and one laptop computer by User only. Licensor reserves the right at any time, without liability or prior notice, to change the features or characteristics of the Software, this Agreement, or the Software’s documentation and related materials.

2. License Restrictions.

a. User acknowledges that the Software and its structure, organization, and source code constitute valuable trade secrets of Licensor. Accordingly, User agrees not to (i) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works from the Software; (ii) merge the Software with other software; (iii) sublicense, lease, rent, or loan the Software to any third party; (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (v) otherwise use the Software except as expressly allowed in this Agreement.
b. User shall comply with all applicable export and import control laws and regulations in its use of the Software and, in particular, User shall not export or re-export the Software without all required United States and foreign government licenses. User understands that access and use of the Software from outside the United States may constitute export of technology and technical data which may implicate export regulations and/or require export license.
c. Licensor retains exclusive ownership of all worldwide copyrights, trade marks, service marks, trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Software and documentation, including any derivative works, modification, updates, or enhancements. All rights in and to the Software not expressly granted to User in this Agreement are reserved by Licensor. Nothing in this Agreement shall be deemed to grant, by implication, estoppel or otherwise, a license under any of Licensor’s existing or future patents.
d. The Software and 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 reserved under the copyright laws of the United States. For U.S. Government End Users, Company agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence shall be incorporated by reference in this Agreement.
e. User shall not use the Software in any way that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other computer crime regulations, etc. Licensor does not monitor or edit any transmissions, postings, routings or other materials which User may send, post, route, transmit or otherwise move through or with the Software.

3. Legal Compliance. Licensor may suspend or terminate use of Software and this Agreement immediately upon receipt of any notice which alleges that User has used the Software for any purpose that violates any local, state, federal or law of other nations, including but not limited to the posting of information that may violate third party rights, that may defame a third party, that may be obscene or pornographic, that may harass or assault others, that may violate hacking or other criminal regulations, etc. In such event, Licensor may disclose the User’s identity and contact information, if requested by a government or law enforcement body, or as a result of a subpoena or other legal action, and Licensor, its agents, officers, directors, contractors and employees shall not be liable for damages or results thereof and User agrees not to bring any action or claim against this Licensor for such disclosure.

4. Indemnification. User shall defend, indemnify and hold harmless Licensor, its officers, directors contractors, agents and employees, from any and all claims or causes of action arising out of use of or related to the Software, and pay any and all damages and expenses (including but not limited to attorneys fees incurred by Licensor and/or third parties) in connection therewith. Licensor reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by User, in which event User shall cooperate with the Licensor in asserting any available defenses.

5. Termination. This Agreement is effective unless terminated by Licensor at any time for any breach of this Agreement. User may terminate this Agreement at any time by destroying all copies of the Software in User’s possession and deleting the Software from User’s computer system and other storage media, or by returning all such copies to Licensor. This Agreement and User’s right to use this Software automatically terminate if User breaches this Agreement.

6. NO WARRANTY. ALL SOFTWARE AND SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY FUNCTIONALITY OR ITS BEING VIRUS, SPYWARE OR MALWARE FREE. LICENSEE RECOGNIZES THAT THE AS IS CLAUSE OF THIS AGREEMENT IS AN IMPORTANT PART OF THE BASIS OF THIS AGREEMENT, WITHOUT WHICH LICENSOR WOULD NOT HAVE AGREED TO ENTER THIS AGREEMENT. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SOFTWARE AND SERVICES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING SOFTWARE AND SERVICES SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. LICENSEE ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. THE PROVISIONS “WARRANTY WAIVER” AND “LIMITATION OF LIABILITY” SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, BUT THIS SHALL NOT CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION.

7. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF LICENSOR HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. UNDER NO CIRCUMSTANCES SHALL LICENSOR’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY LICENSEE UNDER THIS AGREEMENT. LICENSEE ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT LICENSOR WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.

8. Miscellaneous. Either party may assign this Agreement to any successor in interest who purchases or through change in control owns greater than fifty percent of the assets or equity of such entity and agrees in writing to be bound by the terms and conditions herein; any other assignment shall be void. This Agreement and any dispute arising hereunder shall be construed in accordance with the laws of the State of New York without regard to principles of conflict of laws. For the purpose of this Agreement, User consents to the personal jurisdiction and venue of the state and federal courts located in New York. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof, and the unenforceable provision shall be automatically amended to so as to best accomplish the objectives of such unenforceable provision within the limits of applicable law. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute the same instrument. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof, supersedes any prior or contemporaneous agreement between the parties relating to the Software and shall not be changed except by written agreement signed by an officer of Licensor.