trakAx

Legal Agreement

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“LICENSE”) CAREFULLY BEFORE USING/DOWNLOADING THE TRAKAX MOBILE SOFTWARE. BY USING THE TRAKAXMOBILE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.

NOTICE TO USER: BY INSTALLING TRAKAX MOBILE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. PLEASE READ THEM CAREFULLY.

IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD OR USE THE SOFTWARE, IF THE TRAKAX MOBILE SOFTWARE WAS ACCESSED ELECTRONICALLY, CLICK “DISAGREE/DECLINE”.

UPON YOUR ACCEPTANCE OF THIS AGREEMENT, HIGHANDES GRANTS YOU A LIMITED, REVOCABLE, NON-EXCLUSIVE LICENSE TO USE THE SOFTWARE AS FOLLOWS:
The following terms govern your use of the TrakAx Mobile Software unless you have a separate written agreement with HighAndes.
Important Note: This software may be used to reproduce materials. It is licensed to you only for reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorised or legally permitted to reproduce. If you are uncertain about your right to copy any material, you should not use it.

1. DEFINITIONS. ”Software" means (a) all of the contents of the files (provided either by electronic download, on physical media or any other method of distribution), disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) HighAndes or third party mobile phone information or software, including TrakAx Mobile (ii) related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by HighAndes (collectively, “Updates"). “Use” or “Using” means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation. “Mobile Phone” means an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.  “HighAndes” means HighAndes Limited, of 9 Adelaide Court, Adelaide Road, Dublin 2, Ireland.

2. LICENSE GRANT. HighAndes Limited, (together with any licensor under which it holds a license and together with any duly authorised distributor or representative (together hereinafter referred to as “HighAndes")) is authorised either as owner of or as sub-licensee to license the Software (as defined above). HighAndes grants you a license to Use one copy of the Software for your personal use only and not for re-sale or commercialisation, a non-exclusive, non-transferable, revocable, right to use this single copy of the application programme (hereinafter to be referred to as the “Software"). “Use” means storing, loading, installing, executing or displaying the Software. You may not modify the Software or disable any licensing or control features of the Software. THIS SOFTWARE IS SUPPLIED “AS IS” AND WITHOUT WARRANTY AS TO PERFORMANCE OR MERCHANTABILITY, OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED.

2.1. General Use. You may install and Use one copy of the Software on your Mobile Phone. The Software may not be shared, installed or used concurrently on different Mobile Phones.

2.2. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any other Mobile Phone(s). You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under Section 5.

2.3. Title and intellectual property rights in and to any content displayed by or accessed through the TrakAx Mobile Software belongs to the respective content owner. Such content may be protected by copyright or other intellectual property laws and treaties and may be subject to terms of use of the third party providing such content. This License does not grant you any right to use such content.

3. OWERSHIP. The Software is licensed, not sold, to you, the Licensee, for use only under the terms and conditions of this Agreement. HighAndes reserves all rights not expressly granted to you, the Licensee, in this Agreement. HighAndes retains title to the Software, and all intellectual property rights therein.

4. COPY RESTRICTIONS AND OTHER RESTRICTIONS. Except as specifically permitted in the documentation, you may not modify or adapt the Software in whole or in part (including but not limited to translating or creating derivative works) or reverse engineer, decompile or disassemble the Software (except to the extent applicable laws specifically prohibit such restriction). You shall not remove any copyright notices or other proprietary notices from the Software or Documentation and you must reproduce such notices on all copies or extracts of the Software and Documentation. Results of benchmark or other performance tests run on the Software may not be disclosed to any third party without HighAndes prior written consent.

5. TRANSFER. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s Mobile Phone except as may be expressly permitted herein.


5.1. NFR (NOT FOR RESALE) COPIES: Notwithstanding other sections of this License, TrakAx Mobile Software labeled or otherwise provided to you on a promotional basis may only be used for demonstration, testing and evaluation purposes and may not be resold or transferred.

6. CONSENT TO USE OF DATA: You agree that HighAndes and its subsidiaries may collect and use technical and related information, including but limited to technical information about your Mobile, system and application software and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the TrakAx Mobile Software. HighAndes may use this information, as long as it is in a form that does not personally identify you, to improve our products or to provide services and technologies to you.


7. THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. HighAndes take no responsibility for use by you, the Licensee, of the Software, including with any other third party intellectual property. It is the Licensee’s sole responsibility to obtain all relevant authorities so as not to infringe any other parties intellectual property rights while using the Software.

8. DISCLAIMER OF WARRANTY. EXCEPT TO THE EXTENT THAT BY LAW LIABILITY MAY NOT LAWFULLY BE EXCLUDED THIS SOFTWARE IS SUPPLIED “AS IS” AND WITHOUT WARRANTY AS TO PERFORMANCE OR MERCHANTABILITY, OR ANY OTHER WARRANTIES WHETHER EXPRESSED OR IMPLIED. HIGHANDES DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR, THE LICENSEE’S, REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.  FURTHERMORE, HIGHANDES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY HIGHANDES, OR A HIGHANDES AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ENTIRE OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

9. LIMITATION OF WARRANTY. IN NO EVENT WILL HIGHANDES OR ITS DEVELOPERS, DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE), EITHER IN CONTRACT OR TORT, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF HIGHANDES, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. UPDATES. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use such Update. All Updates are provided to you on a license exchange basis. You agree that by Using an Update you voluntarily terminate your right to use any previous version of the Software. As an exception, you may continue to Use previous versions of the Software on your Mobile Phone after you Use the Update but only to assist you in the transition to the Update, provided that: (a) the Update and the previous versions are installed on the same Mobile Phone; (b) the previous versions or copies thereof are not transferred to another party or Mobile Phone unless all copies of the Update are also transferred to such party or Mobile Phone; and (c) you acknowledge that any obligation HighAndes may have to support the previous versions of the Software may be ended upon availability of the Update. If a TrakAx Mobile Software update completely replaces (full install) a previously licensed version of the TrakAx Mobile Software, you may not use both versions of the TrakAx Mobile Software.

11. TERMINATION. This License shall automatically terminate, without notice from HighAndes, if you fail to comply with any provisions’ of the License. Upon termination you must permanently remove any part of the Software loaded onto the hard-drive/SD card of the Mobile Phone or other storage medium under your control. You may terminate this License at any time by permanently removing any part of the Software loaded onto the hard-rive/SD card of the Mobile Phone or other storage medium under your control.

12. ENTIRE AGREEMENT. This License constitutes the entire agreement between HighAndes and you, the Licensee, in respect of the use of the Software and supersedes all prior or contemporaneous understandings regarding such subject matter.  No amendment to or modification of this License will be binding unless made in writing and signed by a duly authorised officer of HighAndes.

13. SEVERABILITY. If for any reason a court of competent jurisdiction finds any provision of this License or any portion thereof to be illegal, invalid or unenforceable to any extent the remainder of this License shall continue in full force and effect.

14. GOVERNING LAWS. If you download the Software in the United States, this license shall be governed and construed in accordance with the laws of the State of Washington.  If the Software was acquired outside the United States, this License shall be governed and construed in accordance with the laws of Ireland.