END-USER LICENSE AGREEMENT FOR SOFTWARE =========================================== EVERDESK --------------------- PLEASE READ CAREFULLY BEFORE USING THIS SOFTWARE. This End-User License Agreement ("EULA") is a legal agreement between you, any end-user, and EverEZ Systems Limited or one of its affiliates ("EverEZ") for the EverEZ software that accompanies this EULA, which includes computer software and may include associated media, printed materials, "online" or electronic documentation, and Internet-based services ("Software"). An amendment or addendum to this EULA may accompany the Software. The Software is being licensed to you by EverEZ Systems Limited ("EverEZ") for your private personal use only and is conditioned in accordance with the terms and conditions of this EULA. Software is being provided to you on an "AS IS" basis. EverEZ makes no warranties or guarantees as to the availability or reliability of the Software to you or to any other user. By accepting the terms of this EULA you agree that EverEZ is permitted to limit, deny, create different priorities to different users, update or cancel some or all of the functionality of the Software at any time, without prior notice. This EULA or any part thereof, may also be published on the EverDesk Web site at www.everdesk.com. 1. GRANT OF LICENSE ---------------------------- EverEZ grants you a limited, non-exclusive, non-transferable license provided that you comply with all terms and conditions of this EULA. By installing, copying, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the Software. You may install and use a copy of the software on up to three different computer devices, such as a workstation, terminal, or other digital electronic device ("Computer"). The Software also includes any updates, bugfixes and supplements to the original Software provided to you by EverEZ. Any software provided along with the Software that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. * Mandatory Activation of the Software In order to use the Software, you must purchase the license through the EverEZ website at www.everdesk.com. Before purchasing the license you have to create unique EverDesk ID by selecting username and password, which will be used for license validation and activation of the Software. The license to use the Software is automatically generated after the respective license fee is paid. In order to start using the Software, your copy of the Software must be activated through the use of the Internet at the startup of the Software. You may also need to reactivate the Software if you modify your computer hardware or alter the Software. There are technological measures in this Software that are designed to prevent unlicensed use of the Software. EverEZ will use those measures to confirm you have a legal license to use the Software. If you do not have legal license to use the Software, you are not allowed to install the Software or future Software updates. EverEZ will not collect any personally identifiable information from your Computer during this process. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS -------------------------------------------------------- * Not For Resale Software This Software is "Not For Resale", and you may not resell, or otherwise transfer for value, or use for any purpose other than demonstration, test or evaluation. * Reverse Engineering, Decompilation, Disassembly, and Derivative Works You may not reverse engineer, decompile, disassemble, or create derivative works from the Software. * Separation of Components The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer. *Rental. You may not rent, lease or lend the Software. * Trademarks This EULA does not grant you any rights in connection with any trademarks or service marks of EverEZ. *Application Sharing The Software may contain third-party applications, components or modules ("Third-Party Applications"). For Third-Party Applications, you should consult the accompanying license agreement or contact the licensor to determine whether application sharing is permitted by the licensor. * Upgrades If the Software is labeled as an upgrade, you must first be properly licensed to use a product identified by EverEZ as being eligible for the upgrade. Any Software labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. * Reservation of Rights and Ownership The Software is protected by patent, copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. All title and intellectual property rights in and to the Software, including but not limited to any images, photographs, animations, video, audio, music and text incorporated into the Software, the accompanying printed materials, and any copies of the Software are owned by EverEZ. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by EverEZ. * Software Transfer You may transfer the Software to a different Computer, provided that the Software is used on no more than three computers at any one time. After the transfer, you must completely remove the Software from the former Computer. * Export Restrictions You agree to abide by U.S. and other applicable export control laws and not to export, re-export or otherwise transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a national destination prohibited under such laws or to any person to whom exports, re-exports or transfers are prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You agree to uninstall and delete the U.S. domestic encryption module used with this Software from your computer every time it leaves U.S. and use the international encryption module while abroad. 3. WARRANTIES AND LIABILITIES ------------------------------ *Disclaimer of Warranty THIS SOFTWARE AND THE ACCOMPANYING FILES ARE LICENSED "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OR RELIABILITY OR MERCHANTABILITY OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. BECAUSE OF THE VARIOUS HARDWARE AND SOFTWARE ENVIRONMENTS INTO WHICH SOFTWARE MAY BE PUT, NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEREZ DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THE USER MUST ASSUME THE ENTIRE RISK OF USING THE SOFTWARE. * Exclusion of Damages TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVEREZ BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER ) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT, AND EVEN IF EVEREZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, EVEREZ'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE. * Limitations and Remedies Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of EverEZ under any provision of this EULA and your exclusive remedy hereunder shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. 4. OTHER PROVISIONS ---------------------------- * Changes of Functionality and Introduction of Different Versions Software functionality or any part thereof granted to you or to any other user and/or the availability and functionality of any feature and function may be changed, updated, limited or terminated at any time, temporarily or permanently, without prior notice, for any reason or no reason by EverEZ in its sole discretion ("Changes of Functionality"). EverEZ may elect to, but is not obligated to, introduce different versions of Software, grant different levels of access or no access at all and different priorities to different users or to different functions, or to users of different versions of the Software, or introduce new features in this or in future versions of the Software that may cause functionality change, limitation or termination of the functionality of features in earlier versions still in use, including functionality changes in privacy and security features ("Introduction of Different Versions"), at any time without prior notice, at its sole discretion. You agree to bear the risks of and hold EverEZ harmless for any and all effects that the Changes of Functionality and Introduction of Different Versions may have on your ability to use the Software, in whole or in part, for communicating with third parties or their ability to communicate with you. EverEZ may elect in its sole discretion to make improvements, corrections, adaptations, conversions to more recent Software versions or any other changes to the Software or to a revised or new EULA. EverEZ may at any time cancel, change, or introduce different options and features to different users. * Notice about use of Third Parties' Networks The Software contains functionalities and services that allow sending, delivering or receiving information between Software users, and between Software users and non- Software users, which may be relayed or carried through public, Partners', third parties' or other networks, systems, servers, Web sites or applications (e.g. telephone and cellular networks, email servers etc.) ("Third Parties' Network"). The Third Parties' Networks are not controlled by EverEZ in any way and EverEZ shall not be responsible for the performance, availability, functionality, quality or reliability of any of the Third Parties' Networks or the information sent, delivered, relayed, carried or received through the Third Parties' Networks. Notwithstanding anything herein, EverEZ does not warrant or guarantee that the information sent, relayed, carried or delivered through these Third Parties' Networks will reach its destination or its correct address or recipient or that the details of the recipient or sender are correct or accurate. * Entire Agreement; Severability This EULA (including any addendum or amendment to this EULA which is included with the Software) constitutes the entire agreement between you and EverEZ relating to the Software, and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any part of this EULA is held to be void, invalid, unenforceable or illegal, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. * Transfer of Rights EverEZ may transfer, assign, sublicense, or pledge in any manner whatsoever, any of its rights and obligations under this EULA to a subsidiary, affiliate, successor thereof or to any third party whatsoever, without notifying you or receiving your consent. You shall not transfer, assign, delegate, sublicense nor pledge in any manner whatsoever, any of your rights or obligations under this EULA. * Changes to EULA EverEZ may change, from time to time, this EULA with or without a release of a new version of the Software. By continuing to use the Software, for a period of 30 days after a notice of such change has been provided on the EverEZ network or Web site for the first time, you signify your consent to the new or revised set of the EULA. Subject to the foregoing, you further agree to be bound by the provisions of the EULA available on the EverEZ Web site at www.everdesk.com, if such license is marked with a more recent date than that on the EULA that accompanies your Software. * Applicable Law If you are a citizen of the USA, then the laws of the Commonwealth of Virginia, excluding its conflicts-of-law rules, shall govern this EULA. Please note that your use of the Software may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with EverEZ or relating in any way to your use and the Software resides in the courts of Virginia and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of Virginia in connection with any such dispute including any claim involving EverEZ or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. If you are not a citizen of the USA, then the laws of the Republic of Cyprus, excluding its conflicts-of-law rules, shall govern this EULA. Please note that your use of the Software may be subject to other local, state, national, and international laws. You expressly agree that exclusive jurisdiction for any claim or dispute with EverEZ or relating in any way to your use of the Software resides in the courts of the Republic of Cyprus and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the Republic of Cyprus in connection with any such dispute including any claim involving EverEZ or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and content providers. * Termination Without prejudice to any other rights, EverEZ may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts. The above assurance and commitment as well as all warranties, representations, indemnity clauses and restrictions contained in this EULA, shall survive termination of this EULA. Should you have any questions concerning this EULA, or if you desire to contact EverEZ Systems Limited for any reason, please visit EverEZ on the World Wide Web at www.everdesk.com EVEREZ SYSTEMS PRIVACY POLICY =========================================== In order for you to feel comfortable, EverEZ Systems Limited ("EverEZ") has adopted a privacy policy that governs the EverEZ software ("Software") user privacy. PRIVACY POLICY AND STANDARDS ----------------------------- 1. EverEZ does not want to receive any confidential, secret or proprietary information and material from you through the EverEZ website at www.everdesk.com, Software or in any other way. Any information or material submitted or sent to EverEZ will be deemed not to be confidential or secret. 2. Settings, technical and other information from your computer, such as your operating system, Software and browser versions, connectivity, various communication parameters and other information related to the operation and interaction of the Software may be collected by EverEZ, subject to the provisions herein. Parameters are collected solely in order to provide you with, or access to, the Software. We also may collect information on the Software usage. This does not contain actual data entered by the user. Any identifying information gathered is immediately separated from this information, so that EverEZ has no idea whose usage pattern EverEZ has. 3. Various statistical data may be used for commercial purposes, including without limitation, for advertising, targeted advertising, marketing, co-registration to other services, promotional or any other activity, subject to the provisions herein. 4. Registration Information. When a user registers, EverEZ collects certain contact information that will be used to verify the user's eligibility to use the Software and upgrades, provide services, such as technical support and verify a user's identity in the case of a lost registration code. This information may also be used to contact the user. EverEZ may use your personal information for the following purposes: - To help to improve EverEZ service. - To alert you about product upgrades, special offers, updated information and other new services from EverEZ. - To allow you access to limited-entry areas of EverEZ website as appropriate. EverEZ does not sell, rent, or share your personal information with any unaffiliated third party, except as necessary to provide EverEZ services. 5. During the use of free or trial version of the Software, EverEZ may add short signatures at the very end of user's email messages, containing a link to the EverDesk website at www.everdesk.com. 6. EverEZ has chosen a third party to process credit card transactions in order to provide enhanced security, reliability and fraud protection mechanisms for your purchases. The credit card information that you choose to provide during your purchase is maintained in the credit card processing company's database for accounting and billing purposes. EverEZ does not maintain a copy of your credit card information on its servers. 7. Under certain situations, we may release your personal information if required by law, or if we believe the disclosure is necessary to abide by law or to protect our website or users of our services, or to defend our property. We will only disclose the minimum information that we are required to disclose. PRIVACY AND SECURITY ISSUES ---------------------------- Unless produced by EverEZ, the information you access or receive by using the Software or information sent to you by other users is not reviewed, controlled, examined, verified or endorsed by EverEZ in any way. Therefore, data and information in the Software may be subject to privacy and security invading activities including, but not limited to, eavesdropping, spamming, breaking passwords, forgery and system contamination including use of viruses causing unauthorized access to your computer and other forms of activities. EverEZ is continuously adding more functions to the Software to allow users to enhance the privacy and security level of their communications with their peers. You are advised to take the appropriate measures necessary to avoid any potential privacy and security invading activities while using the Software. Please note that the Software and its privacy and security features, as most Internet applications, are vulnerable to various security issues including various "exploits" applications that may reduce the functionality of these features to some extent. You should carefully determine whether any information sent to you complies with your needs and with any legal obligation, including without limitation - obligations imposed by copyright, defamation, decency, secrecy, privacy and export laws.