ElasticRTC Product License Agreement / EULA and Warranty Terms version 1.0 NOTICE: BY DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD, INSTALL, COPY OR USE THE SOFTWARE. "YOU" MEANS (1) THE NATURAL PERSON OR THE ENTITY THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT; (2) YOUR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICES TO YOU; AND (3) ANY OF YOUR CUSTOMERS USING THE SOFTWARE OR ANY SERVICE BASED UPON THE SOFTWARE, AS PERMITTED IN THIS AGREEMENT. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES, THIRD PARTY CONTRACTORS OR CUSTOMERS TO COMPLY WITH THE TERMS OF THIS AGREEMENT. THIS AGREEMENT IS ENFORCEABLE AGAINST ANY PERSON OR ENTITY THAT DOWNLOADS, INSTALLS, COPYS OR USES THE SOFTWARE AND ANY PERSON OR ENTITY THAT DOWNLOADS, INSTALLS, COPYS OR USES THE SOFTWARE ON ANOTHER PERSON'S OR ENTITY'S BEHALF. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. 1. License Grant. This is a license, not a sales agreement, between you and Tikal Technologies. The term "Software", as used throughout this Agreement, includes all Tikal Technologies and third party software provided to you with, or incorporated into ElasticRTC, with the exception of any open source software contained in ElasticRTC. Tikal Technologies grants to you a non-transferable, non-exclusive, revocable (in the event of your failure to comply with these terms) license to use the Software solely for your internal business purposes, in accordance with the terms set forth in this Agreement and subject to any further restrictions in Tikal Technologies documentation. 2. Limitation on Use. You may not attempt to, and, if you are a corporation, you are responsible to prevent your employees and contractors from attempting to, (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, or distribute the Software; (b) rent or lease any rights in the Software in any form to any third party or make the Software available or accessible to third parties in any other manner; (c) transfer assign or sublicense right to any other person or entity, or (d) remove any proprietary notice, labels, or marks on the Software. 3. Proprietary Rights. All rights, title, interest, and all copyrights to the Software remain with Tikal Technologies. You acknowledge that no title to the intellectual property in the Software is transferred to you and you will not acquire any rights to the Software except for the specific license as expressly set forth in section 1 ("License Grant") above. 4. Term and Termination. Except for evaluation and beta licenses or other licenses where the term of the license is limited per the evaluation/beta or other agreement or in the ordering documents, the term of the license is for the duration of Tikal Technologies's copyright in the Software. Tikal Technologies may terminate this Agreement, and the licenses and other rights herein, immediately without notice if you breach or fail to comply with any of the terms and conditions of this Agreement. You agree that, upon such termination, you will cease using the Software. The provisions of this Agreement, other than the license granted in section 1 ("License Grant"), shall survive termination. 5. Disclaimer of Other Warranties and Restrictions. THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY, IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OR WARRANTY FOR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY TERRITORY WHERE THE SOFTWARE IS SOLD, THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS FROM THE DATE OF ORIGINAL SHIPMENT. The warranty does not apply if the Software authorized to be used (a) has been altered, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Tikal Technologies, (c) is licensed for beta, evaluation, donation, testing or demonstration purposes or for which Tikal Technologies does not charge a purchase price or license fee. In the case of beta, testing, evaluation, donation or free Software, the end user acknowledges and agrees that such Software may contain bugs or errors and could cause system failures, data loss and other issues, and the end user agrees that such Software is provided "as-is" without any warranty whatsoever, and Tikal Technologies disclaims any warranty or liability whatsoever. TIKAL TECHNOLOGIES WILL NOT BE RESPONSIBLE FOR TECHNICAL SERVICES OF ANY SORT RELATED TO SYSTEM DESIGN OR OPERATION, PROGRAMMING OR SOFTWARE. TIKAL TECHNOLOGIES WILL NOT BE LIABLE FOR ANY CLAIM MADE BY A THIRD PARTY OR MADE BY CUSTOMER FOR A THIRD PARTY OR FOR ANY DAMAGE THAT OCCURS AS A RESULT OF CUSTOMER'S FAILURE IN RELATION TO USAGE OF TIKAL TECHNOLOGIES' SOFTWARE. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, TIKAL TECHNOLOGIES MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TIKAL TECHNOLOGIES DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS OR BE UNINTERRUPTED OR ERROR-FREE. 6. Limitations of Liability. UNDER NO CIRCUMSTANCES WILL TIKAL TECHNOLOGIES, ITS EMPLOYEES, OFFICERS, DIRECTORS OR AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, INCONVENIENCE, DELAY, PROFITS, USE OF MONEY OR USE OF TIKAL TECHNOLOGIES' SOFTWARE, INTERRUPTION IN USE OR AVAILABILITY OF DATA. 7. General Terms. This Agreement represent the entire agreement between the parties, and no modification, amendment or waiver shall be binding on either party unless agreed to in writing by the parties' authorized representatives. Except as provided in the Article entitled "Limitations of Liability", this Agreement is for the benefit of the parties hereto and not for any third party. If any provision of this Agreement is found to be void or unenforceable, the remainder of this Agreement shall not be affected and the parties hereby agree that they will replace any such void or unenforceable provision with a new provision that achieves substantially the same practical or economic effect and which is valid and enforceable. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Spain and Madrid. The parties irrevocably agree that the courts of Spain and Madrid shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).