LICENSE AGREEMENT
By downloading, installing or using the website (the “Website”) of SilentClick, Inc., a Nevada corporation (“SilentClick”), or any software (the “Software”) that is accessible through the Website, you agree to the following terms and conditions (the “Terms and Conditions"). For purposes of these Terms and Conditions, the “Website” means only the Website currently hosted at http://www.silentclick.com (or at such other site as may be designated by SilentClick in the future), and does not include any other versions of directories or websites of or that may be hosted by SilentClick on other web pages, and the term “Software” means the software contained on or available through the Website that is accessible by you; such term does not include Uploaded Software. The term “Uploaded Software” means any software you own or have rights to use which you upload to the Website.
1. BASIC LICENSE FOR USE OF WEBSITE AND SOFTWARE
SilentClick grants you a non-exclusive license to use the Website and the Software solely for personal, non-commercial use. You may not use Website, the Software or any information made available for display on or from the Website for any commercial, business or other purpose other than your personal use and you may not assign, transfer or convey any rights under this Agreement or with respect to the Website or the Software or any copies or derivations of the Software to any other party. You also may not use the Website or the Software in any manner that could damage, disable, overburden, or impair SilentClick's services, nor may you use the Website or any Software in any manner that could interfere with any other party's use and enjoyment of SilentClick's services, the Website or the Software.
2. PRIVACY POLICY
Protecting users’ privacy is very important to SilentClick. As a condition of using the Website and using or downloading any Software, you agree to the terms of the SilentClick Privacy Policy at [http://www. silentclick.com/privacy.html], which may be updated from time to time and without notice. Information collected by SilentClick in connection with your use of the Website and any Software may be stored and processed in the United States or any other country in which SilentClick or its agents maintain facilities. By using the Website or any Software you consent to any transfer of such information outside of your country. You acknowledge and agree that SilentClick may access, preserve, and disclose your account information and information regarding your use of the Website or Software if required to do so by law or based on SilentClick’s good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce these Terms and Conditions, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues (including, without limitation, the filtering of spam), (d) respond to user support requests, (e) investigate or respond to any claims of any third parties regarding your use of the Software or any Uploaded Software (f) protect the rights, property or safety of SilentClick, its users, and the public. SilentClick will not be responsible or liable for the exercise or non-exercise of rights under these Terms and Conditions or (g) preserve, access or support your Uploaded Software for you.
3. PROPRIETARY RIGHTS
(a) You acknowledge that (a) the Website and the Software contain proprietary and confidential information that is protected by applicable intellectual property and other laws, (b) SilentClick owns all right, title and interest in and to the Website and certain of the Software, including without limitation all Intellectual Property Rights therein and thereto, and (c) third parties who have either downloaded onto, or provided access through, the Website, to certain of the Software, own all right, title and interest in and to such applicable Software, including without limitation all Intellectual Property Rights therein and thereto. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. This license confers no ownership rights to you and is not a sale of any rights in the Software or the Intellectual Property Rights that are a part of the Software. Ownership of all right, title, and interest in or to the Software; (ii) any ideas, suggestions, or feedback relating to the Software; and (iii) all intellectual property rights embodied within the foregoing (i)-(ii) are and shall remain the exclusive property of SilentClick.
(b) You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, assign, sublicense, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website or any Software, unless otherwise expressly permitted by SilentClick or the owner of the Intellectual Property Rights in the Software, if not SilentClick, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained on the Website or in any of the Software, (iii) use the Website or any Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter SilentClick’s or any other third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website or any Software. You further agree that you will not violate the terms of any license or other agreement to which you have agreed or by which you are bound concerning any Uploaded Software.
4. ERRORS AND CHANGES.
From time to time SilentClick may elect to post certain specific changes to the Website and Software, which changes may be to correct errors and/or remove content alleged to be improper from the Website. You consent to such changes and that any changes to the Website and Software and content posted therein are part of Website.
5. AUTOMATIC UPDATES
The Website and Software may communicate with SilentClick servers from time to time to check for available updates to the Website and related Software, such as bug fixes, patches, enhanced functions, missing plug-ins and new versions (collectively, "updates"). By installing any Software, you agree to automatically receive and accept updates.
6 EXPORT RESTRICTIONS
The Software may be subject to export controls or restrictions by the United States or other countries or territories. You agree to (i) comply with the requirements of the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR) (see http://www.bis.doc.gov) and all applicable import and use restrictions, (ii) not export, or re-export, directly or indirectly, the Software to any country outlined in the EAR, nor to any person-or entity on the DOC Denied Persons, Entities and Unverified Lists, the U.S. Department of State's Debarred List, or on the U.S. Department of Treasury's lists of Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity not approved under the EAR, or to any other entity for any military purpose, and (iv) not license, sell, provide or distribute the Software for use in connection with chemical, biological, or nuclear weapons or missiles capable of delivering such weapons.
8. COMPLIANCE WITH LAWS AND SILENTCLICK POLICIES
You agree to comply with all local laws and regulations regarding the access or use of the Website and the download, installation and/or use of any Software. You agree to comply with any applicable policies or guidelines that SilentClick may make available from time to time in its sole discretion. By way of example, and not as a limitation, you agree that when using the Website or any Software, you will not:
defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy, and publicity) of others;
upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful Content;
upload, post, email or transmit or otherwise make available any Content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless you are the owner of such rights or have the permission of the owner to post such Content;
download any file posted by another that you know, or reasonably should know, that cannot be legally distributed in such manner;
impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;
restrict or inhibit any other user from using and enjoying SilentClick services, the Website or the Software;
use SilentClick services or the Website or Software or any software you upload to the Website for any illegal or unauthorized purpose;
remove any copyright, trademark or other proprietary rights notices contained in or on the Website, any Software or any software you upload to the Website;
interfere with or disrupt SilentClick services or servers or networks connected to the Website or any Software, or disobey any requirements, procedures, policies or regulations of networks connected to Website or any Software;
use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website or any Software or collect information about users for any unauthorized purpose;
submit Content that falsely expresses or implies that such Content is sponsored or endorse by SilentClick or any other third party owner of any Software contained on the Website;
create user accounts by automated means or under false or fraudulent pretenses;
promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual; or
transmit any viruses, worms, defects, Trojan horses, or any items of destructive nature.
For purposes of this License, the term “Content” shall mean any Uploaded Software, code or other electronic data, images, or other materials that are contained on or uploaded to the Website by the you or any other third party.
9. TERMINATION
These Terms and Conditions are effective upon the downloading or use of any Software, and shall remain in effect in perpetuity unless terminated in accordance with this section. You may terminate these Terms and Conditions [by notifying SilentClick through the designated link at its URL, http//www.silentclick.com]. Your rights automatically and immediately terminate without notice from SilentClick if you fail to comply with any provision of these Terms and Conditions. In the event of any termination, you must immediately cease using the Website and delete any of the Software. To the maximum extent permitted by law, SilentClick reserves the right to terminate this License at any time and for any reason.
10. SURVIVAL
The provisions of Sections 3, 6, 7, 9, 10-15 and 17, inclusive, shall survive any provisions any termination or expiration of these Terms and Conditions or this License.
11. INDEMNITY
You agree to hold harmless and indemnify SilentClick and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to your use of the Website or Software or your violation of these Terms and Conditions, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, SilentClick will provide you with written notice of such claim, suit or action.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE WEBSITE AND ANY SOFTWARE IS AT YOUR SOLE RISK. THE WEBSITE AND ANY SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. THE MAXIMUM EXTENT PERMITTED BY LAW, SILENTCLICK EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) SILENTCLICK MAKES NO WARRANTY (I) THAT THE WEBSITE OR ANY SOFTWARE WILL MEET YOUR REQUIREMENTS, (II) THAT THE WEBSITE OR ANY SOFTWARE WILL BE ERROR--FREE OR BUG-FREE, (III) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE WEBSITE OR ANY SOFTWARE, AND (IV) THAT ANY ERRORS IN THE WEBSITE OR ANY SOFTWARE WILL BE CORRECTED.
(c) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE OR ANY SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
(d) NEITHER THE WEBSITE NOR ANY SOFTWARE IS INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE WEBSITE OR ANY SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SILENTCLICK OR ANY THIRD PARTY OR THROUGH THE WEBSITE OR ANY SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
13. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT SILENTCLICK SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SILENTCLICK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE WEBSITE OR ANY SOFTWARE; (II) THE INABILITY TO USE THE WEBSITE OR ANY SOFTWARE TO ACCESS CONTENT OR DATA; (III) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) ANY VIOLATION OF ANY THIRD PARTY RIGHTS IN ANY SOFTWARE YOU UPLOAD TO OR ACCESS THROUGH THE WEBSITE OR (V) ANY OTHER MATTER RELATING TO THE WEBSITE OR ANY SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
14. EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 12 AND 13 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND SILENTCLICK'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
15. NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in these Terms and Conditions, there shall be no third party beneficiaries to these Terms and Conditions.
16. SILENTCLICK-SERVICES AND THIRD PARTY PRODUCTS AND SERVICES
Some of the Software may consist of or be designed to be used in conjunction with software of a third party provider. Your use of any such software is, in addition to being defined by this License to the extent applicable, also defined by the applicable terms and conditions of the third party provider with respect to such software as may be referenced within the Website or within such software.
17. MISCELLANEOUS PROVISIONS
(a) Entire Agreement. These Terms and Conditions constitute the entire agreement between you and SilentClick relating to the Website and the Software and govern your use of the Website and Software, superceding any prior or contemporaneous agreements between you and SilentClick regarding the Website and Software.
(b) Choice of Law and Forum. These Terms and conditions and the relationship between you and SilentClick shall be governed by the laws of the California without regard to its conflict of law provisions. You and SilentClick agree to submit to the personal and exclusive jurisdiction of the courts located within the County of San Mateo, California.
(c) Waiver and Severability of Terms. The failure of SilentClick to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms and conditions shall remain in full force and effect.
(d) Headings. The section headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.