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HEHE ENTERPRISES d.b.a. i9 TECHNOLOGIES LICENSE AGREEMENT

 

THIS "END USER LICENSE AGREEMENT" (THE "EULA") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE ("YOU" OR "CUSTOMER") AND HEHE ENTERPRISES, LLC dba i9 TECHNOLOGIES. BY REGISTERING FOR THE SOFTWARE, DOWNLOADING THE SOFTWARE OR USING THE SOFTWARE, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE EULA, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, YOU MAY NOT USE OR INSTALL THE SOFTWARE.

1. DEFINITIONS

"i9 Technologies", "Us" and "We" means HEHE Enterprises, LLC dba i9 Technologies, its employees, representatives, agents and contractors.

"Software" Means any software that is accompanied by this EULA.

"Third Party Software" includes any third-party software that may be included with the Software.

2. LICENSE

Subject to the EULA and provided that You have a valid License Key, i9 Technologies grants You the revocable, non-exclusive, non-transferable, and non-sublicensable license to install and use the Software on the number of separate computers owned by You ("Users") specified in Your purchase of the Software.

 

3. THIRD PARTY SOFTWARE

The Software may contain or be accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from i9 Technologies and are made a part of and incorporated by reference into the EULA. By accepting the EULA, You are also accepting the additional terms and conditions, if any, set forth therein.

4. LIMITED LICENSE

You acknowledge and agree that (i) the Software is the property of i9 Technologies and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of i9 Technologies and/or its licensors and embodies trade secrets and intellectual property of i9 Technologies and/or its licensors protected under United States copyright and other laws, and by international treaty provisions (collectively referred to as " i9 Technologies Intellectual Property Rights"). Your rights in the Software are strictly limited to those license rights expressly granted under the LICENSE section above, and i9 Technologies retains all rights not expressly granted herein. Without limiting the foregoing, i9 Technologies and/or its licensors retain all right, title, and interest in and to i9 Technologies Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto and (ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software. You further acknowledge that there are no implied licenses granted under the EULA.

5. USE OF SOFTWARE

The Software is made available to You for Your personal or commercial use only.

6. PRIVACY POLICY

Information collected by i9 Technologies in connection with Your use of the Software ("Usage Data") may be stored and processed in the United States or any other country in which i9 Technologies or its agents maintain facilities. You grant i9 Technologies the right to access any or all of Your accounts in order to (a) respond to Your requests for technical support and (b) collect Usage Data. Accordingly, by using the Software, You consent to any transfer of such information outside of Your country. You acknowledge and agree that i9 Technologies may access, preserve, and disclose any collected information if required to do so by law or in a 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; or (e) protect the rights, property or safety of i9 Technologies, its users, and the public. The Software includes a unique application number, which may be communicated to i9 Technologies from time to time. This unique application number is not associated with personally identifiable information about You, and is used only to collect and analyze aggregate usage statistics for the Software. The unique application number is required for the Software to work and cannot be disabled. i9 Technologies will not be responsible or liable for the exercise or non-exercise of rights under these Terms and Conditions.

7. PROPRIETARY RIGHTS

You acknowledge that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) i9 Technologies owns all right, title and interest in and to the Software and software provided through or in conjunction with the 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. You agree that You will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software, unless otherwise permitted; (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 in the Software; (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights; or (iv) remove, obscure, or alter i9 Technologies' copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software.

You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software; (b) use any Third Party Software independently of the Software; (c) copy, modify, or combine any part of the software included in the Software for use in software or applications outside of the Software; or (d) make any attempt to circumvent parts of the Software designed to enforce the maximum number of end user licenses for which You have paid. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.

8. U.S. GOVERNMENT RESTRICTED RIGHTS

The Software and any related documentation are deemed "commercial computer software" and "commercial computer software documentation," respectively, within the meaning of the applicable civilian and military Federal acquisition regulations and any supplement thereto. If the user of the Software is an agency, department, employee, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Software, including technical data or manuals, is restricted by the terms, conditions and covenants contained in these Terms and Conditions. In accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies, use of the Software is further restricted by these Terms and Conditions.

9. 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 international, national, state, regional and local laws, and regulations, including without limitation any 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.

10. COMPLIANCE WITH LAWS

You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Software.

Any provision of the EULA that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision of the EULA, and such other provisions shall remain in full force and effect.

11. TERMINATION

Your rights automatically and immediately terminate, without notice from i9 Technologies, if You fail to comply with any provision of these Terms and Conditions. In such event, You must immediately delete the Software. You may terminate these Terms and Conditions at any time by permanently deleting the Software in its entirety and providing notice in writing to Us of the termination. If You terminate Your license and provide written notice to Us of the termination, the termination will become effective at the end of the subscription period following receipt of the notice by Us.

12. SURVIVAL

The provisions of this EULA shall survive any termination or expiration of these Terms and Conditions.

13. INDEMNITY

You agree to hold harmless and indemnify i9 Technologies 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 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, i9 Technologies will provide You with written notice of such claim, suit or action.

14. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a) YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, i9 TECHNOLOGIES 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) i9 TECHNOLOGIES MAKES NO WARRANTY (i) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE; (iii) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE; AND (iv) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

c) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE 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) NONE OF THE 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 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 i9 TECHNOLOGIES OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

15. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT i9 TECHNOLOGIES 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 i9 TECHNOLOGIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE INABILITY TO USE THE 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; OR (v) ANY OTHER MATTER RELATING TO THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

16. 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 11 AND 12 WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND i9 TECHNOLOGIES' LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. UNAUTHORIZED ACCESS; LOST OR CORRUPT DATA

i9 TECHNOLOGIES IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES, OR EQUIPMENT BY ANYONE USING THE SOFTWARE OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS, OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SOFTWARE, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. i9 TECHNOLOGIES IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH i9 TECHNOLOGIES’ PROVISION OF THE SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

18. 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.

19. i9 TECHNOLOGIES SERVICES AND THIRD PARTY PRODUCTS AND SERVICES

Some of the i9 Technologies Software is designed to be used in conjunction with i9 Technologies’ iPBX and other services.

20. MISCELLANEOUS PROVISIONS

a) Entire Agreement. These Terms and Conditions constitute the entire agreement between You and i9 Technologies relating to the Software and govern Your use of the Software, superseding any prior or contemporaneous agreements between You and i9 Technologies regarding the Software.

b) Choice of Law and Forum. These Terms and Conditions and the relationship between You and i9 Technologies shall be governed by the laws of the State of New Mexico without regard to its conflict of law provisions. You and i9 Technologies agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Bernalillo, New Mexico.

c) Waiver and Severability of Terms. The failure of i9 Technologies 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) Statute of Limitations. 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 Software or these Terms and Conditions must be filed within one (1) year after such claim or cause of action arose or be forever barred.

e) Headings. The section headings in these Terms and Conditions are for convenience only and have no legal or contractual effect.

g) No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, disassemble, reverse engineer, adapt or hack the Software, or otherwise attempt to gain unauthorized access to the Software or its related systems or networks. You shall not undertake to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. i9 Technologies offers no assurance that Your use of the Software under the ethe EULA will not violate any law or regulation applicable to You.

h) Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by You in such a way that You can guarantee compliance with the terms of the EULA. You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Service. You are responsible for any accesses made through the Software.

i) Software Backup. You may make one copy the Software for back-up and archival purposes, provided that the original and the copy are kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the EULA.

j) Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of i9 Technologies’ name or the name of its third party suppliers, whether through explicit act or omission.