NET2PHONE, INC. SOFTWARE AND WEBSITE LICENSE AGREEMENT
This is a legal agreement between you, either individual or entity, and Net2Phone, Inc. ("Net2Phone"). This agreement pertains to the use of the Net2Phone software, website, service and technology, including all programs, related documentation and updates which may be periodically provided by Net2Phone ("Software"). By using the Software and/or the website, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, please do not use the Net2Phone service and you may return the software to Net2Phone, Inc., 171 Main Street, Hackensack, New Jersey, 07601.
License. This agreement grants you the non-exclusive, non-transferable right to use the Software [on a single computer and/or workstation] or any services provided on the Net2Phone website. The Software is "in use" when it is loaded into temporary memory (RAM) or installed into permanent memory (hard disk, CD-ROM drive or other storage device) of a computer. The Software and other Net2Phone services are made available to you as an end user according to the terms and conditions set forth herein.
Trademark and Copyright. All service marks, logos, trade names, trade dress and trademarks of "Net2Phone" (collectively "Marks") are and shall remain the exclusive property of Net2Phone and nothing in this agreement shall grant you the license to use such Marks. All intellectual property rights in the Software and website including without limitation all audio, images and text incorporated into the Software, website and code are owned exclusively by Net2Phone and are protected by the United States copyright laws and international copyright treaty provisions. Net2Phone retains all worldwide rights in the Software, website and its Marks including without limitation ownership and proprietary rights. You may make one copy of the Software solely for backup or archival purposes and you may not copy the printed materials and documentation accompanying the Software for any purpose whatsoever. You may not reverse engineer, decompile or disassemble the Software or the website and you may not reproduce or distribute printed copies the website or any other user documentation provided to you in any format. The restrictions contained herein apply equally to any updates that may be periodically provided to you by Net2Phone. Any violation of the terms set forth herein is expressly prohibited by law and may result in severe civil and criminal penalties.
Warranty. THE SERVICES AND SOFTWARE PROVIDED BY NET2PHONE ARE PROVIDED "AS IS." NET2PHONE MAKES NO WARRANTY TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS OR IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR USE OR PURPOSE AS TO THE SERVICES PROVIDED IN CONNECTION WITH THE SOFTWARE OR THE WEBSITE AND BOTH WHICH ARE PROVIDED UNDER THIS AGREEMENT, OR AS TO ANY OTHER MATTER, ALL SUCH WARRANTIES HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE OR WEBSITE. NET2PHONE DOES NOT WARRANT THAT THE SOFTWARE OR WEBSITE ARE FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING OR DESTRUCTIVE BY NATURE AND YOU ARE RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT AS WELL AS PROTECTION FROM SUCH VIRUSES OR OTHER CODE THAT MAY CONTAMINATE OR DESTROY YOUR SYSTEM OR DATA.
Limitation of Liablity. IN NO EVENT SHALL NET2PHONE, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANY, AGENTS OR EMPLOYEES, BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY RESPECT FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OF NET2PHONE'S SERVICES AND/OR SOFTWARE INCLUDING WITHOUT LIMITATION ANY ACTUAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHATSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THIS AGREEMENT, THE SERVICES PROVIDED BY NET2PHONE OR TO THE USE OF THE SOFTWARE. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO ANY THIRD PARTIES WITH WHOM NET2PHONE ENTERS INTO A BINDING AGREEMENT TO MARKET, DISPLAY AND/OR DISTRIBUTE THE SOFTWARE TO END USERS AND SUCH THIRD PARTIES SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY OF THE DAMAGES SET FORTH ABOVE.
Indemnification. You agree to indemnify and hold Net2Phone, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party providers from and against any and all damages, losses, costs including attorney's fees and expenses resulting from any violation of this agreement.
Termination. Net2Phone reserves the right to terminate the services provided by Net2Phone and your use of any of Net2Phone' services, including but not limited to your use of Net2Phone's software, if you violate any of the terms contained in this agreement, Net2Phone's Acceptable Usage Policy or Net2Phone's Privacy Policy. You may terminate this agreement at any time simply be ceasing to use the Software or any other Net2Phone services, however, the provisions contained herein shall survive such termination.
Jurisdiction. This agreement and the relationship between Net2Phone and you shall be governed in accordance with the laws of the State of New Jersey. You agree to submit to the exclusive jurisdiction of the State of New Jersey.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND THAT, BY USING THE SOFTWARE, WEBSITE OR ANY OTHER NET2PHONE SERVICES, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS, REMEDIES AND LIABILITIES OF THE PARTIES HERETO.
