END USER LICENSE AGREEMENT
NOTICE TO ALL USERS: PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE ACCEPT BUTTON AND USING THE
SOFTWARE PROGRAM OR IT’S RELATED DOCUMENTATION (COLLECTIVELY, THE "LICENSED APPLICATIONS"), YOU ACKNOWLEDGE
THAT YOU HAVE READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, UNDERSTAND THEM, AND AGREE TO BE BOUND
BY THEM AND CELLCRYPT'S PRIVACY POLICY AVAILABLE AT
HTTPS://MY.CELLCRYPT.COM/PRIVACY-POLICY
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST CLICK ON THE BUTTON THAT INDICATES
THAT YOU DO NOT ACCEPT THE TERMS OF THIS CONTRACT AND NOT DOWNLOAD, INSTALL OR USE THE LICENSED
APPLICATIONS.
- License Grant. Cellcrypt Limited, Cellcrypt Group Limited, and/or Cellcrypt Incorporated,
(Cellcrypt) grants you a non-exclusive and non-transferable License to install and use the Licensed
Applications, on a single device (or in the case of Apple - an iPhone, iPad or iPod Touch) you own or
control, to access the relevant Cellcrypt Mobile Service purchased from Cellcrypt by you or on your behalf
and as permitted by the Usage Rules set forth in the application store's Terms of Service. Cellcrypt
reserves the right to make corrections, improvements or enhancements to the Licensed Applications without
notice to you and without obligation to furnish the said corrections, improvements or enhancements to you.
- Acknowledgement. The parties acknowledge that this agreement is concluded between them
only, and not with Apple Inc. (Apple), Research In Motion, Inc. (RIM), Microsoft, Inc. (Microsoft), Nokia,
Inc. (Nokia) or Google, Inc. (Google), Cellcrypt, not any of the aforementioned entities, is solely
responsible for the Licensed Applications and the content thereof. If the usage rules for Licensed
Applications contained in this agreement are less restrictive than, or otherwise in conflict with, the Usage
Rules set forth for Licensed Applications in any of the aforementioned entities listed Terms of Service as
of the effective date of this agreement.
- Restrictions. You shall not (i) reproduce or copy the Licensed Applications (save for
back-up purposes only); (ii) use, or permit the use of, the Licensed Applications for any purpose other
than as permitted under this agreement; (iii) distribute, sell, lease, sublicense or otherwise transfer
rights to the Licensed Applications to any third party; (iv) reverse engineer, decompile, disassemble or
otherwise attempt to derive the source code for the Licensed Applications (except to the extent applicable
laws specifically prohibit such restriction); (v) modify or create any derivative works of the Licensed
Applications; (vi) remove or alter any patent, trade mark, logo, copyright or other proprietary notices in
the Licensed Applications; or (vii) permit any third party to benefit from the use or functionality of the
Licensed Applications via a timesharing, service bureau or other arrangement.
- Emergency Services. You acknowledge and accept that the Licensed Applications do not offer
access to Emergency Services. To access Emergency Services, you must use, traditional wireless or wire line
telephone service that offers access to Emergency Services.
- Termination. This agreement is effective until terminated. You may terminate this agreement
at any time by removing the Licensed Applications from your equipment and destroying all copies of the
Licensed Applications. Unauthorized copying of the Licensed Applications or otherwise failing to comply with
this agreement will result in immediate termination of this agreement and may make legal remedies available
to Cellcrypt. Upon termination of this agreement, the license granted herein will terminate and you: (i)
will cease any and all rights to use the Licensed Applications, and (ii) will remove the Licensed
Applications from all hard drives, mobile phones, mobile devices, networks and other storage media and
destroy all copies of the Licensed Applications in your possession or under your control. The provisions in
clauses 6 - Proprietary Rights, 7 - Limitation of Liability and 8 - No Warranty will survive any termination
of this agreement.
- Proprietary Rights. Title to the Licensed Applications, and patents, copyrights, database
rights, trade marks and all other intellectual property rights applicable thereto, shall at all times remain
solely and exclusively with Cellcrypt and its suppliers, and you shall not take any action inconsistent with
such ownership. Any rights not expressly granted herein are reserved to Cellcrypt and its suppliers. The
parties acknowledge that, in the event of any third party claim that the Licensed Application or your
possession and use of that Licensed Application infringes that third party's intellectual property rights,
Cellcrypt, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of
any such intellectual property infringement claim.
- No Warranty. To the maximum extent permitted by applicable law, Cellcrypt disclaims all
warranties and conditions, either express or implied, with respect to the programs, including all implied
warranties and conditions of merchantability, non-infringement and fitness for a particular purpose, or
arising from a course of dealing, usage or trade practice. Cellcrypt specifically disclaims any warranty (i)
regarding any underlying telecommunications network, (ii) that the functions contained in the programs will
meet your requirements or will operate in combinations or in a manner selected for use by you, or (iii) that
the operation of the licensed software will be uninterrupted or error free. Cellcrypt is solely responsible
for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In
the event of any failure of the Licensed Application to conform to any applicable warranty, then you may
notify the appropriate entity set forth in Section 2, above, and your claim will be adjudicated under the
then-current Terms of Service of said entity. To the maximum extent permitted by applicable law, the
entities set forth in Section 2 will have no other warranty obligation whatsoever with respect to the
Licensed Application. Any other claims, losses, liabilities, damages, costs or expenses attributable to any
failure to conform to any lawfully mandated warranty are Cellcrypt's sole responsibility.
- Limitation of Liability. In no event shall Cellcrypt be liable to you for any damages
resulting from loss or disclosure of data, lost profits, loss of use of equipment or lost contracts or for
any special, indirect, incidental, punitive, exemplary or consequential damages in any way arising out of or
in connection with the use or performance of the programs or relating to this agreement, however caused,
even if either or both parties hereto have been made aware of the possibility of such damages. Cellcrypt's
entire liability to you, regardless of the form of any claim or action or theory of liability (including
contract, tort, or warranty), shall not exceed the fees paid for your individual license in the thirty (30)
days prior to the occurrence giving rise to such claim or action. The limitations set forth in this
agreement shall not exclude or limit Cellcrypt's liability beyond what is permitted by applicable law and
arising solely from Cellcrypt's gross negligence.
- Maintenance and Support. Cellcrypt or its nominee is solely responsible for providing any
maintenance and support services with respect to the Licensed Application (if any) or as required under
applicable law. The parties acknowledge that Apple has no obligation whatsoever to furnish any maintenance
and support services with respect to the Licensed Application.
- Product Claims. The parties acknowledge that Cellcrypt, not any entity set forth in Section
2, is responsible for addressing any claims you or any third party may have relating to the Licensed
Application or your possession and/or use of that Licensed Application, including, but not limited to: (i)
product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable
legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- Legal Compliance. You represent and warrant that (i) you are not located in a country that
is subject to a U.S. or U.K. Government embargo, or that has been designated by the U.S. or U.K. Government
as a “terrorist supporting” country; and (ii) you are not listed on any U.K. or U.S. Government list of
prohibited or restricted parties.
- Exports. You agree to comply with all applicable export laws and regulations of all
jurisdictions with respect to the Licensed Applications and obtain, at your own expense, any required
permits or export clearances. Cellcrypt shall have no liability for any unauthorized export of the Licensed
Applications.
- Contact Information. Questions, complaints or claims with respect to the Licensed
Application should be directed to Cellcrypt, Inc. 6121 Lincolnia Rd. Suite 100, Alexandria, VA 22312;
email: support@cellcrypt.com.
- Third Party Beneficiary. The parties acknowledge and agree that each entity described in
Section 2 hereof, and each of their subsidiaries, are third party beneficiaries of this agreement, and that,
upon your acceptance of the terms and conditions of this agreement, any applicable entity listed in Section
2 will have the right (and will be deemed to have accepted the right) to enforce the agreement against you
as a third party beneficiary thereof.
- Miscellaneous. The Licensed Applications may use third party APIs which may not be endorsed
or certified by industry bodies. Cellcrypt reserves the right to modify this agreement at any time. Express
acceptance by you, as evinced by your use of the product subsequent to a change shall constitute your
acceptance to be bound by the terms and conditions of the revised agreement. The waiver of a breach of any
term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of
this agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining
provisions of this agreement shall remain in full force and effect. The parties agree that this agreement is
governed by the laws of the United States, specifically the laws of the State of Delaware, without regard to
its law of conflicts of law, and the non-exclusive jurisdiction of its courts.