SWYPE INC. - Terms and Conditions
END USER LICENSE AGREEMENT
PLEASE READ THIS SWYPE INC. END USER LICENSE AGREEMENT CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE THE SOFTWARE (AS DEFINED BELOW).
This SWYPE INC. End User License Agreement (this "Agreement") is a legal agreement between You (an entity or person, as applicable), and SWYPE INC.,
a Washington U.S.A. corporation ("Swype Inc."), for use of Swype© software including both executable program files and data files (the "Software")
in accordance with the terms and subject to the conditions and limitations set forth in this Agreement. Unless you have a different license agreement
with SWYPE INC., by downloading, installing, copying, or otherwise using the Software, You agree to be bound by the terms of this Agreement.
YOU HEREBY AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
1. LIMITED LICENSE. Swype Inc. hereby grants You a limited, revocable, non-exclusive, non-transferable license to use the Software solely for Your own individual use. You agree not to resell or make any commercial use of the Software.
2. LIMITATIONS ON USE. The Software is distributed in the form of this installation program (the "Installer") which will install a copy of the Software on Your device. You may not distribute, redistribute, or transfer the Installer (including any executable and data files which may be installed by the Installer) to others. You may not modify, reverse engineer, decompile, or disassemble the Software or the Installer. You may not adapt, alter, modify, translate, or create derivative works of the Software. You may use the Software and the Installer only as permitted in this Agreement. You may not rent, lease, or lend the Software. Swype Inc. hereby reserves all rights not expressly granted to You in this Agreement. If the Software is time-limited and is not properly registered with Swype Inc. or its designated agent by the date on which the original time limit expires (the "Expiration Date"), You may not continue to use the Software beyond the Expiration Date.
3. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Software shall remain in Swype Inc. and/or its licensors, if any. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Swype Inc.'s or its licensors', if any, ownership of or rights with respect to the Software. The Software is protected by copyright and other intellectual property laws of the United States and by international treaties. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software.
4. YOUR RESPONSIBILITIES. You agree not to use the Software to break any applicable law, rule or regulation, and You agree to comply with regulations of the United States Office of Export Administration and other applicable governmental agencies. You are responsible for providing and maintaining all equipment necessary to use the Software. IF YOU ARE USING THE SOFTWARE ON A COMPANY-PROVIDED DEVICE, YOU ARE RESPONSIBLE FOR ENSURING THAT INSTALLATION OF THE SOFTWARE COMPORTS WITH YOUR COMPANY'S INTERNAL POLICIES. SWYPE INC. WILL NOT BE LIABLE FOR ANY DAMAGES ASSOCIATED WITH INSTALLATION OR USE OF THE SOFTWARE.
5. TERMINATION. Should You breach this Agreement, Your right to use the Software shall terminate immediately and without notice. You may also terminate this Agreement by simply discontinuing use of the Software. In the event of any termination of this Agreement, the restrictions on Your use of the Software as set forth in Paragraph 2 ("Limitations on Use") and Paragraph 3 ("Proprietary Rights") above shall survive such termination, and You agree to be bound by those terms.
6. NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND ANY SOFTWARE SECURITY FEATURES INCLUDED THEREIN ARE PROVIDED TO YOU ON AN "AS IS" BASIS AND WITH ALL FAULTS, WITHOUT ANY WARRANTY OF ANY KIND. SWYPE INC. AND ITS LICENSOR(S), IF ANY, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OR OF NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SWYPE INC. MAKES NO WARRANTY THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE SOFTWARE WILL PROVIDE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE SWYPE BETA SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SWYPE INC. OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SWYPE INC. OR ITS LICENSOR(S), IF ANY, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE. SWYPE INC.'S CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OR RELATING TO THE SOFTWARE SHALL BE LIMITED TO PRODUCT REPLACEMENT OR REFUND OF ORIGINAL PURCHASE PRICE OR REGISTRATION FEE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. GENERAL TERMS. If You acquired the Software in the Untied States of America, this Agreement will be governed by and construed in accordance with the laws of the State of Washington, USA without giving effect to its conflicts of law provisions or Your actual state or country of residence. In such event, both You and Swype Inc. submit to personal jurisdiction in the State of Washington, USA. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Swype Inc.'s failure to act with respect to a breach by You or others does not waive Swype Inc.'s right to act with respect to subsequent or similar breaches. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement is not assignable by You, and any attempted or alleged assignment by You is void. This Agreement constitutes the entire Agreement between Swype Inc. and You regarding the Software and supersedes all prior written and oral agreements.
9. Terms
- The Swype Beta is not intended for children under 13. By registering for the Swype Beta, you are representing that you are at least 18, or that you are at least 13 years old and have your parents' permission to use the Swype Beta Service.
- Swype can refuse registration or cancel an account in its sole discretion at any time.
- You are responsible for using the Swype Beta Service in a private and secure manner. Swype is not liable for any damage or loss due to unauthorized account access resulting from your actions, such as sharing your account password or not logging out of the Swype Beta Service.
- You may not register accounts with unauthorized automated methods ("bots").
- You may not use the Swype Beta Service for any illegal activity or to violate laws in your jurisdiction.
- You may not use the Swype Beta Service to distribute unsolicited email ("spam") or malicious content such as viruses or worms. You may not exploit the Swype Beta Service to access unauthorized information.
10. Cancellation and Termination
- Swype reserves the right to suspend or terminate your account at any time for any reason, and is not liable for any damage or loss resulting from such suspension or termination.
11. Modification to Swype Beta Service
- Swype reserves the right to modify, suspend, or discontinue the Swype Beta Service for any reason, with or without notice.
12. User Conduct and Submissions
- Any remarks, ideas, graphics, photographs, or other information communicated to Swype (collectively, "Content") belongs to the person who sent the information.
- The submission of your Content to Swype is entirely voluntary, non-confidential, gratuitous, and non-committal. You understand that Swype may be working on the same or similar Content, that it may already know of such Content from other sources, that it may simply wish to develop this (or a similar Content) on its own or it may have taken/will take some other action. In return for Swype's review and consideration of your Content, you acknowledge that you have read, understand and agree to the terms enumerated below, and further agree that these terms shall apply to any additional material previously or later submitted:
- The Content represents your own original work. You have all necessary rights to disclose the Content to Swype. In doing so, you are not violating the rights of any third party and you know of no other individual or entity whose rights will be infringed upon by Swype's review and/or use of the Content.
- You understand that disclosure of Content to Swype does not establish a confidential relationship or obligate Swype to treat your Content (or any related materials) as secret or confidential. You understand that Swype has no obligation, either express or implied, to develop or use your Content and that no compensation is due to you or anyone else for any inadvertent or intentional use of your Content, related ideas or ideas derived from your idea. You understand that Swype assumes no obligation with respect to any of your Content unless and until Swype enters into a written contract with you, and then only as expressed in that contract. In the absence of a separate formal contract, your rights shall be limited to those existing under the patent laws of the United States.
- If your Content is the subject of a pending or issued patent, you have disclosed or will disclose that fact to Swype. To the extent you hold a patent in the Content, Swype acknowledges that no license under any patent is herein granted to Swype. Any license to use a patented Content shall be in the form of a written contract, in which event Swype's obligations shall be only those expressed in such contract.
- Swype will give your Content such consideration as is warranted by its sole judgment. Swype's review of your Content shall not be construed as any recognition of the novelty or originality of the Content. Swype is not obligated to give reasons for rejecting your Content or to reveal Swype's activities that are related to the subject matter of the submitted Content.
- Neither the discussion or negotiations between Swype and you relating to the possible purchase or license of the Content, nor the making of any offer for the purchase or license of the Content, shall prejudice Swype in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of the submitted Content. Further, Swype's consideration or its discussions or negotiations with you will not in any way impair Swype's right to contest the validity or infringement of your rights.
- You acknowledge that Swype, directly or indirectly, may (i) be working on the same Content or a similar Content to the Content, or (ii) already know of such Content from other sources, or (iii) simply wish to develop this Content or as similar to the Content on its own.
- You hereby irrevocably release and forever discharge Swype and all their affiliates and subsidiaries (together, the "Released Parties") from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against the Released Parties or their respecting successors and assigns with respect to the Content, including without limitation in respect of how Swype and its affiliates and subsidiaries, directly or indirectly, use the Content, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement.
- Use of the Swype Beta Service is also governed by our Privacy Policy, a copy of which is currently located at http://swype.com/privacy.html
13. Copyright, Ownership, and Data Security
- Swype owns intellectual property rights to any protectable part of the Swype Beta Service, including but not limited to the design, artwork, functionality, and documentation. You may not copy, modify, or reverse engineer any part of the Swype Beta Service owned by Swype.
- Swype is not liable for any damages or losses resulting from the Swype Beta Service transmitting information such as messages over unencrypted networks such as email.
- Swype respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who infringe others or our rights.
14. Compliance with Laws
- Users will not, will not agree to, and will not authorize or encourage any third party to (a) interfere or attempt to interfere with the proper working of the Swype Beta Service or any other users' use of the Swype Beta Service, including through abuse of server capacity; or (b) use the Swype Beta Service for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at Swype's sole discretion, and may subject Users to state and federal penalties and other legal consequences. Swype reserves the right, but will have no obligation, to review Users use of the Swype Beta Service in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
15. General Conditions
- Any abuse or threatened abuse of other users of the Swype Beta Service or of Swype personnel will result in immediate account termination.
- Any failure of Swype to enforce or exercise a right provided in these terms is not a waiver of that right.
- Should any provision of these terms be found invalid or unenforceable, the remaining terms shall still apply.
- This Terms of Swype Beta Service constitutes the entire agreements between you and Swype and supersedes any and all previous agreements, written or oral, between you and Swype, including previous versions of the Terms of Swype Beta Service.
- These Terms of Swype Beta Service shall be governed by and construed in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law. You and Swype each agree that any action at law or in equity arising out of or relating to these Terms of Swype Beta Service will be filed only in the state or federal courts in and for King County, Seattle, and hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.