Terms, Conditions & End User Licence Agreement

THIS " Terms, Conditions & End User Licence Agreement" ("this document") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION
INTENDING TO USE THE TALKINGBYTE SOFTWARE PRODUCT ("YOU" OR "CUSTOMER") AND TALKINGBYTE PTY LTD (ABN 82 638 785 234, Registered in Australia). BY REGISTERING FOR, OR DOWNLOADING OF, THE TALKINGBYTE SOFTWARE PRODUCTS, OR BY USING ANY TALKINGBYTE SOFTWARE, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS LAID OUT IN THIS DOCUMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU MAY NOT USE TALKINGBYTE SOFTWARE PRODUCTS.

DEFINITIONS
"You" means the person or company who is being licensed to use our Software.
"We," "us" and "our" means TALKINGBYTE PTY LTD.
"Software" means the files distributed by us, or downloaded from our website, or through 3rd party online stores.
The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer, for example a hard disk, or other storage device. 

1. GRANT OF LICENSE
The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. We remain the owner of all right, title and interest in the Software and related explanatory written materials ("Documentation").

The Software is licensed as follows:

Installation and Use
(a) TALKINGBYTE grants you the right to install and use an evaluation copy (or full copy if you hold an active license) of the Software on your computer running a validly licensed copy of the operating system for which the Software was designed.

(b) 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 this document. You assume all responsibility for any and all use of the Software, including but not limited to data that is created, uploaded to, downloaded from, transmitted and edited using the Software. You are responsible for any accesses made to the Software.

(c) The purchase of a specific product license does not automatically qualify you to receive software updates, unless you have also explicitly entered a service agreement with us.

(d) It is at our sole discretion to add, change or remove functionality in any new version of our software products, with or without providing notice in advance. By updating to newer versions of our software (manually or through automated mechanisms, such as browser extension auto-updates or similar) you accept that you may lose functionality or gain functionality, and may not be able to downgrade to older versions of our software.

2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
(a) Maintenance of Copyright Notices
You must not remove or alter any copyright notices on any and all copies of the Software.
(b) No Reselling, Time-Sharing or Sub-Licensing
You shall not licence, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Software available to any third party.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly
You shall not reverse engineer, decompile, disassemble or decrypt any portion of compiled and/or source code, in whole or part, or otherwise attempt to discover the source code to the software used in the Software, copy, modify or combine any part of the software included in the Software for use in software or applications outside of the Software or make any attempt to circumvent parts of the Software designed to enforce the maximum number of user accounts for which you have paid. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by this document.
(d) Support Services
TALKINGBYTE may provide you with support services related to the Software ("Support Services"). Any supplemental software code provided to you as part of the
Support Services shall be considered part of the Software and subject to the terms and conditions laid out this document.
(f) Data Backups
You assume all responsibility for all your data and any backups thereof.
(g) Compliance with Applicable Laws
You must comply with all applicable laws regarding use of the Software.

3. TERMINATION
This license agreement takes effect upon your use of the Software and remains effective until terminated. Without prejudice to any other rights, TALKINGBYTE may terminate this agreement if you fail to comply with the terms and conditions of this document. In such event, you must destroy all copies of the Software in your possession. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession.
TALKINGBYTE will not refund any amounts to you if this agreement and your rights to use the Software are terminated due to failure to comply with any term(s) of this agreement. The license agreement is considered terminated, when the expiry date of the license or service agreement is reached.

4. COPYRIGHT
All title, including but not limited to copyrights, in and to the Software and any copies thereof are owned by TALKINGBYTE. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This agreement grants you no rights to use such content. All rights not expressly granted are reserved by TALKINGBYTE.

5. NO WARRANTIES
TALKINGBYTE expressly disclaims any warranty for the Software. The Software is provided 'As Is' without any express or implied warranty of any kind, including but not limited to any warranties of merchantability, non-infringement, or fitness of a particular purpose. TALKINGBYTE does not warrant or assume responsibility for the accuracy or completeness of any information, text, graphics, links or other items contained within the Software. TALKINGBYTE makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb, or other such computer program. TALKINGBYTE further expressly disclaims any warranty or representation to Authorised Users or to any third party.

Software Suitability - It is your responsibility to ensure you perform sufficient testing using the trial versions of TALKINGBYTE products in order to ensure the products are suitable for and operational within your environment. Software products are provided As-Is. TALKINGBYTE does not warrant the software to be error-free, and/or to be compatible with future Operating Systems, Java Versions, Browser versions.
TALKINGBYTE expressly does not guarantee the availability of the software through online means such as Google Chrome Extension Webstore, Microsoft Store, and similar. In case a store provider refuses to continue to host our software for any reason, or if we choose to remove the software from any such online store, you may contact us for a local copy (crx and executable version only) of the version of the software you have purchased a license for, provided you have also explicitly entered into a support agreement with us, and such support agreement has not expired. A local copy of our software may require you to take additional steps to use such as enabling developer mode in your Browser or Operating System, performing manual installations, running specific versions of software or hardware, or perform other manual tasks. A local version may also have reduced functionality, display additional warning messages when running, and you may have to use an older Browser version or Operating System version in order to continue to run the software. You are not entitled to a refund of license or support fees if you are required to, or asked to run a local copy of our software, regardless of whether this is due to the unavailability of our software in 3rd party webstores, 3rd party refusal to host our software, incompatibilities in OS or web browser versions, errors or bugs in published versions of our software or any issues/limitations/errors/limitations arising out of new or updated versions of our software.

6. LIMITATION OF LIABILITY
In no event shall TALKINGBYTE be liable for any damages (including, without limitation, lost profits or revenue, business interruption, service interruption, or lost information) rising out of 'Authorised Users' use of or inability to use the Software, even if TALKINGBYTE has been advised of the possibility of such damages. In no event will TALKINGBYTE be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise. TALKINGBYTE shall have no liability with respect to the content of the Software or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy,
trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. In no event shall TALKINGBYTE be liable for any damages arising out of changes to, or restrictions in 3rd party software or online stores (including 3rd parties’ refusal to continue to host or offer our products in their online stores, or 3rd party introducing changes to their software – e.g. web browsers – which constitute as breaking changes for the operation of our software). In no event shall TALKINGBYTE be liable for any damages (including, without limitation, lost profits or revenue, business interruption, service interruption, or lost information, or any other financial or reputation damage) arising out of scheduled and unscheduled software updates.

7 CONFIDENTIALITY
The Software contains information and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT,
MAY BE ACTIONABLE AS A VIOLATION OF OUR RIGHTS.

8. GENERAL PROVISIONS
This written license agreement is the exclusive agreement between you and us concerning the Software and supersedes any prior purchase order, communication,
advertising or representation concerning the Software.
This license agreement may only be modified by us; the current EULA will be updated from time to time and available on our website.
This license agreement is governed by the laws of the State of Queensland, Australia, and the federal laws of Australia.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by Australian laws and Government policies
or any other export laws, restrictions or regulations.

01 JAN 2020