End User License Agreement (EULA)
In consideration of the mutual promises herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. TERMS OF SERVICE
Office IRC Inc ("Service Provider") provides OfficeIRC Server software product ("Software", "Service") to the end user ("you", "your"), subject to the terms of service set out in agreement, which may be updated by us from time to time without notice to you.
(a) Evaluation License for chargeable Software
You may use the Software freely upon registering for a period of 30 days within your organization to decide whether it meets your needs. The software is limited in the evaluation version to 50 concurrent user connections.
(b) Software purchase
With a single End-User License you may install and use one copy of the Software on a single computer. You may not share the license between different computers, use the Software on more than one computer at the same time or run multiple instances on the same computer.
If you have bought a license for (n) concurrent server(s) you may install the license on any server within your network provided it is used on no more than (n) server(s) at any one time.
You may incorporate the Software, or portions of the Software, into your own software for use within your own organization.
You may not distribute the Software, or any portions of the Software, or related documentation to any other organization or to any person external to your organization.
2. DESCRIPTION OF SERVICE
(a) Your payment obligations with regard to the Software are as set out in the
registration procedure.
(b) Service Provider currently provides users with access to an IRC product
with the functionality described on our web site. You understand and agree that neither Service Provider nor its suppliers assume responsibility for the timeliness, deletion, mis-delivery, nondelivery or failure to store or accurately store, any user communications, addresses or personalization settings.
(c) You are responsible for obtaining and installing the software and that access
may involve fees to third party (such as Internet service provider or airtime charges).
(d) You must provide and are responsible for all equipment necessary to
use and host the software.
3. CERTAIN REGISTRATION OBLIGATIONS
You agree to:
(a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form ("Registration Data"); and
(b) promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Service Provider or its suppliers have reasonable grounds to suspect this, Service Provider or its suppliers have the right to suspend or terminate your account and refuse any and all current or future use of the Software (or any portion thereof), including any transition rights. Service Provider is concerned about the safety and privacy of all its users, particularly minors. For this reason, if you wish to allow anyone else access to the Service, you should assist them in setting up any relevant accounts and supervise their access to the Service. Allowing anyone access, means s/he will be able to access all components of the Service. As the subscriber, it is your responsibility to determine whether any of the Services and/or Content (as defined in Section 6 below), which may be delivered to you, are appropriate for any person to whom you allow access.
(c) you allow the software to regularly communicate with the Service Provider for the purpose of product activation and continued use. Service Provider at its discretion may void this obligation provided the software is being used within a secure network or network not connected to the Internet.
4. SERVICE PROVIDER PRIVACY POLICY
Registration Data and certain other information about you is subject to our Privacy Policy available on the website.
5. MEMBER ACCOUNT, SERIAL KEY AND SECURITY
You may receive a serial key, password and account designation upon completing the Software's registration process. You are responsible for maintaining their confidentiality, and for all activities that occur under your password or account. You agree to (a) immediately notify Service Provider of any unauthorized use of your serial key, password or account or any other breach of security, and (if applicable); and (b) exit from your account at the end of each session. Service Provider, and its suppliers, cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
6. MEMBER CONDUCT
All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), transmitted though the software, by you or others using your account are your responsibility. You, and not Service Provider, are entirely responsible for all Content that you, or others to whom you provide access, send, post, or otherwise you grant access to. Service Provider does not control the Content made available via the software and, as such, does not guarantee the accuracy, integrity, quality or appropriateness of such Content for any particular viewer. By using the software, you may be exposed to Content that is offensive, indecent or objectionable, including spam, or which may contain viruses, and other destructive elements. Under no circumstances will Service Provider or its suppliers be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use or viewing of any Content posted, emailed, transmitted or otherwise made available via the software.
You agree to not use (or permit others to use) the Software to:
(a) send, post, email, transmit or otherwise make available (collectively "send") any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the software;
(e) send any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as, without limitation, inside information, proprietary and confidential information);
(f) send any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
(g) send any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of unauthorized solicitation, or otherwise violate local or international laws;
(h) send any material that contains software viruses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with servers or networks connected to the software, or disobey any requirements, procedures, policies or regulations of networks connected to the software;
(j) intentionally or unintentionally violate any applicable local, provincial, state, national or international law, including, but not limited to, rules, orders and regulations having the force of law;
(k) violate applicable laws regarding the use of encryption or transmission of technical data exported from the country in which you reside;
(l) take any action that imposes an unreasonable or disproportionately large load on Service Provider its suppliers; or
(m) "stalk" or otherwise harass another.
You agree Service Provider (or its suppliers) may preserve and disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
(a) comply with legal process;
(b) enforce the EULA;
(c) respond to claims that any Content violates the rights of thirdparties; or
(d) protect the rights, property, or personal safety of Service Provider, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. INDEMNITY
You agree to indemnify and hold Service Provider, and its suppliers, and Service Provider’s and its suppliers’ affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of Content you submit, post, transmit or make available through the software, your use of the software, your connection to the software, your violation of the EULA, or your violation of any rights of another.
8. GENERAL PRACTICES REGARDING USE, STORAGE AND SERVICE
MODIFICATION
You agree that Service Provider or its suppliers:
a) may establish general practices and limits concerning use of the Software, including without limitation,
b) have no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the software;
c) reserve the right to log off accounts that are inactive for an extended period of time; d) reserve the right to change these general practices and limits at any time, in its or their sole discretion, with or without notice;
e) reserve the right at any time and from time to time to modify, temporarily or permanently, the software (or any part thereof) with or without notice;
f) may supply any or all of the Software or Service on its own behalf, or as a sublicensor or reseller on behalf of a third party supplier, and may substitute such third party suppliers without notice
9. TERMINATION AND SUSPENSION
You agree that Service Provider, in its sole discretion, may (or may instruct its suppliers to), suspend or terminate your password, account, serial key (or any part thereof) or use of the software, remove and discard any Content within the software, deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the software, discontinue providing the software, or any part thereof, with or without notice if Service Provider believes that you have violated or acted inconsistently with the letter or spirit of the EULA, and have not either cured the breach (if curable) or provided a satisfactory undertaking to Service Provider or the applicable authorities, within five (5) business days of receiving a notification of the breach, or for maintenance purposes. Further, you agree that Service Provider shall not be liable to you or any third-party for any termination or suspension of your access to the Service.
10. DEALINGS WITH THIRD PARTIES
Your interaction with third parties, including (without limitation): participation in promotions of, advertisers found on or through the software, payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties, and that Service Provider and its suppliers shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or the presence of such third parties on the software.
11. SERVICE PROVIDER'S PROPRIETARY RIGHTS
You agree the software contain proprietary and confidential information protected by applicable intellectual property and other laws, including but not limited to copyright, and trade and service mark protections, and is owned by Service Provider or its suppliers. Service Provider grants you a personal, nontransferable and non-exclusive right and license to use the its Software on a single computer, provided you do not (and do not allow any third-party to) reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software or Service, copy, modify, rent, lease, loan, sell, distribute, or create derivative works of or based on, the Service or the Software, in whole or in part, or use modified versions of the Software, including (without limitation) to obtain unauthorized access to the Service. You agree not to access the Service by any means other than through the interfaces provided by or through Service Provider for use in accessing the Service.
12. DISCLAIMER OF WARRANTIES, REPRESENTATIONS AND
CONDITIONS
(a) YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SERVICE PROVIDER AND ITS SUPPLIERS EXPRESSLY DISCLAIM
ALL OTHER WARRANTIES, REPRESENTATIONS, GUARANTEES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) SERVICE PROVIDER AND ITS SUPPLIERS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OROTHER MATERIAL PURCHASED OR OBTAINED BY YOUTHROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS,
AND (iv) ANY ERRORS IN THE SERVICE OR SOFTWARE WILL BE CORRECTED.
(c) ANY MATERIAL TRANSMITTED, RECEIVED, DOWNLOADED OR OTHERWISE OBTAINED OR SENT, THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE OPENING, DOWNLOAD OR SENDING OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SERVICE PROVIDER OR ITS SUPPLIERS OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE EULA.
(e) YOU ACKNOWLEDGE THAT: A) AS VIRUSES ARE FREQUENTLY CREATED AND DISTRIBUTED, THE ANTIVIRUS COMPONENT OF THE SERVICE IS INTENDED TO DETECT ONLY SPECIFIC KNOWN VIRUSES AND SOME UNKNOWN VIRUS BEHAVIOR
PATTERNS. THERE IS NO WARRANTY THAT THE SERVICE WILL DETECT ALL VIRUSES PRESENT ON OR SENT TO YOUR COMPUTER SYSTEM, NETWORK OR EMAIL SERVER; YOUR RESPONSIBILITIES INCLUDE TO ENSURE YOU HAVE SUFFICIENT BACK-UP SYSTEMS IN PLACE; AND B) AS PURVEYORS OF SPAM ARE CONSTANTLY SEEKING TO EVADE SYSTEMS DESIGNED TO BLOCK BULK EMAIL (ALSO KNOWN AS SPAM OR JUNK EMAIL), AND AS A USER MAY NOT WISH ALL BULK EMAIL TO BE BLOCKED, THE BULK EMAIL COMPONENT OF THE EMAIL SERVICE WILL NOT DETECT OR BLOCK ALL BULK EMAIL, AND MAY ADDITIONALLY BLOCK EMAIL WHICH YOU DID NOT WISH TO HAVE BLOCKED. THERE IS NO WARRANTY THAT THE SERVICE WILL BLOCK ALL BULK EMAIL, OR ONLY BLOCK THE BULK EMAIL YOU DESIRE TO BE BLOCKED.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SERVICE PROVIDER AND ITS SUPPLIERS, SHALL NOT BE LIABLE FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER TANGIBLE OR INTANGIBLE LOSSES (EVEN IF SERVICE PROVIDER OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE. LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO A MAXIMUM OF THE FEES YOU HAVE ALREADY PAID TO SERVICE PROVIDER FOR THE MONTH IN WHICH THE EVENT GIVING RISE TO THE LIABILITY OCCURRED.
14. EXCLUSIONS AND LIMITATIONS
Some jurisdictions bar limitation or exclusion of certain warranties, representations and conditions or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations of this Agreement may not apply to you.
15. NOTICE
Notices to you may be made via email, fax, courier or regular mail. The Service may also provide notices of changes to the EULA or other matters by displaying notices or links to notices to you generally on the Service.
16. TRADEMARK INFORMATION
Without Service Provider's prior permission, you agree not to display or use in any manner, Service Provider’s or its suppliers’ trademarks or service marks.
17. GENERAL INFORMATION
Your registration form (e.g. covering your term, method of payment, price etc.) and this EULA, constitute the entire agreement between you and Service Provider and govern your use of the Service, superseding any prior agreements between you and Service Provider related to email services. Additional terms and conditions may apply when you use other services (such as domain name registration services), third-party content or software. The EULA and the relationship between you and Service Provider shall be governed by the laws of the province of Ontario Canada without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the Province of Ontario Canada. The failure of Service Provider to exercise or enforce any right or provision of the EULA shall not constitute a waiver of such right or provision. If any provision of the EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of the EULA remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the EULA must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the EULA and schedules are for convenience only and have no legal or contractual effect.
Office IRC Inc
338-157 Adelaide Street West
Toronto, Ontario M5H 4E7
CANADA
© Copyright 2006-2007 Office IRC Inc, All Rights Reserved.