Before reading the articles below, please note the following preliminary terms, which use some of the definitions specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between Acredo Technologies, Inc. and You, as a user, for the use of the BASIX Toolbar. You must enter into this Agreement by clicking on the ACCEPT button in order to install and use the BASIX Toolbar. You hereby agree and acknowledge that this Agreement covers all Your use of BASIX Toolbar, whether it be from this installation or from any other terminals where BASIX Toolbar has been installed, by You or by third parties. Furthermore, by installing and continuing to use the BASIX Toolbar You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by Acredo to show Your approval of any foregoing texts and/or to download and install the BASIX Toolbar, You are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the BASIX Toolbar. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction’s Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the BASIX Toolbar. Furthermore, if You are residing in a jurisdiction where it is forbidden by law to offer or use software for internet telephony, You may not enter into this Agreement and You may not download, install or use the BASIX Toolbar. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the BASIX Toolbar is allowed.
Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, Acredo. For the purpose of this definition, the word “control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Emergency Services: means services that connect a user to emergency services personnel or public safety answering points pursuant to applicable local and or national regulatory requirements.
1.4 Documentation: any online or otherwise enclosed documentation provided by Acredo.
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the ACCEPT button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know-how and trade secrets contained in or relating to the BASIX Toolbar, the Documentation, the Acredo Website or the Acredo Promotional Materials.
1.7 Password: refers to a code You select, which, in combination with the User ID, gives You access to Your User Account;
1.8 Acredo: refers to the company established under the laws of The United States of America, Acredo Technolgies Inc., with its address at PO Box 2266 Panama City, FL 32444.
1.9 Acredo Promotional Materials: any and all trademarks, names, signs, logos, banners and any other materials, in whatever form, owned and/or used by Acredo for the promotion of its company, its products and activities.
1.10 BASIX Software: the software distributed by Acredo for internet telephony applications, including without limitation the UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.11 Acredo Staff: the officers, directors, employees and agents of Acredo or its Affiliates, or any other persons hired by Acredo or its Affiliates.
1.12 Acredo Website: any and all elements, contents and the ‘look and feel’ of the website available under the URL www.acredo.us, – among other URL’s –, from which website the BASIX Toolbar can be downloaded.
1.13 Terms of Service: means the agreement between Acredo Technolgies, Inc. and You for the use of the VoIP service;
1.14 UI: the user interface of the BASIX Toolbar.
1.15 User Account: refers to the account with User ID and Password that You create for Your use of the BASIX Toolbar;
1.16 User ID: refers to an identification code You selected, which in combination with the Password, gives access to Your User Account;
1.17 VoIP Service: means the payable services provided under the Terms of Service
1.18 You: you, the end user of the BASIX Toolbar, also used in the form “Your” where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, Acredo hereby grants You a limited, personal, non-commercial, non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the BASIX Toolbar on Your computer, phone or PDA for the sole purpose of personally using the internet telephony applications provided by Acredo and any other applications that may be explicitly provided by Acredo. For the avoidance of doubt, You are allowed to use BASIX Toolbar at work, in accordance with the terms of this Agreement.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the BASIX Toolbar or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the BASIX Toolbar or any part thereof.
2.4 Third Parties. You acknowledge and agree that the BASIX Toolbar may be incorporated into, and may incorporate itself, software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in the BASIX Toolbar falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the BASIX Toolbar will be subject to you explicitly accepting a license agreement with that third party. You acknowledge and agree that you will not enter into a contractual relationship with Acredo or its Affiliates regarding such third party software or technology and you will look solely to the applicable third party and not to Acredo or its Affiliates to enforce any of your rights.
2.5 New Versions of the BASIX Toolbar. Acredo, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the BASIX Toolbar. You acknowledge and agree that Acredo has no obligation to make available to You any subsequent versions of the BASIX Toolbar. You also agree that you may have to enter into a renewed version of this Agreement, in the event you want to download, install or use a new version of the BASIX Toolbar. Furthermore, You acknowledge and agree that Acredo, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the BASIX Toolbar, and/or disable any BASIX Toolbar You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, cirucmstances where You, at Acredo’s discretion, are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies or engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Acredo will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the BASIX Toolbar and (2) by the suspension or termination of the license or this Agreement by Acredo and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the BASIX Toolbar, free of charge. The use of any paid services which may be offered by Acredo or its Affiliates, is subject to the additional Terms of Service that are published on the Acredo Website.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of BASIX Toolbar. You are not allowed to distribute the BASIX Toolbar under this Agreement. For the right to distribute You will have to agree to and meet with the Distribution Terms as published on the Acredo Website.
3.2 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms, You will have to obtain Acredo’s previous written consent and explicitly agree upon any further (commercial) terms.
3.3 Acredo Promotional Materials. Nothing in this Agreement will give You any right to use the Acredo Promotional Materials.
Article 4 Utilization of Your computer
4.1 Utilization of Your computer. You hereby acknowledge that the BASIX Toolbar may utilize the processor and bandwidth of the computer (or other applicable device) You are utilizing, for the limited purpose of facilitating the communication between BASIX users.
4.2 Protection of Your computer (resources). You understand that the BASIX Toolbar will use its commercially reasonable efforts to protect the privacy and integrity of the computer resources (or other applicable device) You are utilizing and of Your communication, however, You acknowledge and agree that Acredo cannot give any warranties in this respect.
Article 5 Confidentiality and Privacy
5.1 Acredo’s Confidential Information. You agree to take all reasonable steps at all times to protect and keep strictly confidential any confidential information regarding Acredo, its Affiliates, the Acredo Staff, the BASIX Toolbar and the IP Rights.
5.2 Your Confidential Information and Your Privacy. Acredo is committed to respecting Your privacy and the confidentiality of Your personal data. We do not sell or rent Your personal information to third parties for their marketing purposes without Your explicit consent. We store and process Your information on computers that may be located outside Your country, and that are protected by physical as well as technological security devices. You can access and modify the information You provide. If You object to Your information being transferred or used in this way please do not use our services.
Article 6 IP Rights and Translations
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the BASIX Toolbar are and shall remain the exclusive property of Acredo and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation, copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the BASIX Toolbar, but may be accessed through use of the BASIX Toolbar, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
6.2 With the exception of IP Rights of Acredo and/or its licensors in BASIX Toolbar, You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the BASIX Toolbar. You hereby release and covenant not to hold liable Acredo or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the BASIX Toolbar; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the BASIX Toolbar. As between You and Acredo, Acredo and its licensors retain the IP Rights in and to the BASIX Toolbar and any derivative works thereto created by or for Acredo or its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Acredo’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the Acredo Website or as otherwise requested of You by Acredo at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of Acredo without any compensation to You.
Article 7 Communication and Your Use of the BASIX Toolbar
7.1 Communication. Installing BASIX Toolbar enables You to communicate with other BASIX Toolbar users.
7.2 No Warranties. Acredo cannot guarantee that You will always be able to communicate with other BASIX Toolbar users, nor can Acredo guarantee that You can communicate without disruptions, delays or communication-related flaws or that all Your communication shall always be delivered to other BASIX Toolbar users. Acredo will not be liable for any such disruptions, delays or other omissions in any communication experienced when using the BASIX Toolbar.
7.3 No Responsibility of Content. You acknowledge and understand that the content of the communication spread by the use of the BASIX Toolbar is entirely the responsibility of the person from whom such content originated. You, therefore, may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. Acredo will not be liable for any type of communication spread by means of the BASIX Toolbar.
7.4 Lawful purposes. You acknowledge and agree to use the BASIX Toolbar solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the BASIX Toolbar or the communication, (c) send any unsolicited commercial communication not permitted by applicable law, or (d) expose any other user to material which is offensive, harmful to minors, indecent or otherwise objectionable.
Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Acredo or You as set forth below.
8.2 Termination by Acredo. Without limiting other remedies, Acredo may limit, suspend, or terminate this license and Your use of BASIX Toolbar, prohibit access to Acredo Website and delete Your User Account and/or User ID, with immediate effect, if we think that You are in breach of this Agreement, creating problems, possible legal liabilities, acting inconsistently with the letter or spirit of our policies, infringing someone else’s intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Acredo shall effect such termination by providing notice to You to the email address You have provided, and/or by preventing Your access to the respective User Account. We reserve the right to cancel User Accounts that have been inactive for more than one (1) year.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You (a) acknowledge and agree that all licenses and rights to use the BASIX Toolbar shall terminate, and (b) will cease any and all use of the BASIX Toolbar, and (c) will remove the BASIX Toolbar from all hard drives, networks and other storage media and destroy all copies of the BASIX Toolbar in Your possession or under Your control.
8.5 No liability. Acredo will not be liable in respect to any damage caused by the termination of this Agreement.
Article 9 Your Representations and Warranties; Indemnification of Acredo
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the BASIX Toolbar.
9.2 Indemnification. You agree to indemnify, defend and hold Acredo, Affiliates and the Acred Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law or regulation, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the BASIX Toolbar, or (d) communication spread by means of the BASIX Toolbar.
9.3 U.S. Withholding Tax. United States-based end users and/or customers only: Acredo and all affiliated non-U.S. Acredo entities (including, but not limited to, Acredo Technologies, Inc.) intend to fully comply with all applicable U.S. federal tax rules and regulations as provided by the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations promulgated thereunder. Acredo Technologies, Inc. has been appointed to assist all U.S.-based end users and/or customers in complying with any and all U.S. tax obligations arising as a result of Your use of the BASIX Toolbar. You hereby agree to appoint Acredo Technologies, Inc. as Your withholding agent for purposes of the withholding provisions of Chapter 3 of the Code, section 3406 and other withholding provisions of the Code, and the reporting provisions of Chapter 6 of the Code. Your agreement does not modify in any way Your defenses provided under U.S. tax law to avoid tax for any payments made to Acredo’s non-US entities. If You would like any information with respect to Your rights and obligations concerning any and all potential U.S. federal income tax liability and/or reporting responsibilities or if You wish to receive additional information (including applicable Forms W-8BEN (“Certificate of Foreign Status of Beneficial Owner for United States Withholding”), You may contact Acredo at mross@acredo.us.
9.4 Export Restrictions. You acknowledge that the BASIX Toolbar may be subject to international rules that govern the export of software. You agree to comply with all applicable international and national laws that apply to the BASIX Toolbar as well as end-user, end-use and destination restrictions issued by national governments.
Article 10 Disclaimer of Warranties
10.1 No warranties. THE BASIX TOOLBAR IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; ACREDO DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE BASIX TOOLBAR, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. ACREDO FURTHER DOES NOT REPRESENT OR WARRANT THAT THE BASIX TOOLBAR WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS, NOR DOES ACREDO WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY QUALITY OF CALLS MADE THROUGH THE BASIX TOOLBAR.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the BASIX Toolbar remains with You, to the maximum extent permitted by law.
10.3 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 11 Limitation of Liability
11.1 No Liability. The BASIX Toolbar is being provided to You free of charge. ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT ACREDO, ITS AFFILIATES AND THE ACREDO STAFF WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE BASIX TOOLBAR, AS SET FORTH BELOW.
11.2 Limitation of Liability. IN NO EVENT SHALL ACREDO, ITS AFFILIATES OR THE ACREDO STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE BASIX TOOLBAR, EVEN IF ACREDO, ITS AFFILIATES OR THE ACREDO STAFF HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Remedy. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE BASIX TOOLBAR IS TO DEINSTALL AND CEASE USE OF SUCH BASIX TOOLBAR.
11.4 Jurisdiction’s Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You. In such event the liability will be limited as far as legally possible under the applicable legislation.
Article 12 General Provisions
12.1 New versions of the Agreement. Acredo reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the Acredo Website. The revised Agreement shall become effective within thirty (30) days of such publishing or provision to You, unless You expressly accept the revised Agreement earlier by clicking on the accept button. The express acceptance by You, or Your continued use of the BASIX Toolbar after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement. Acredo reserves the right to make changes to this Agreement from time to time.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You and Acredo with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of Acredo at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by Acredo.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by Acredo. Acredo is allowed at its sole discretion to assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of The United States of America, USA, without giving effect to any conflict of laws provisions, whether contained in USA law, or the laws of your current state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the district of USA.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE BASIX TOOLBAR, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO ACREDO THE RIGHTS SET FORTH HEREIN.
