TalkLock™ - License Agreement

CELLAVANT, INC. (“CellAvant”) IS WILLING TO LICENSE THIS SOFTWARE TO YOU IF YOU ACCEPT THE TERMS IN THIS AGREEMENT. PLEASE READ THE AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING OR USING THIS TALKLOCK SOFTWARE (“Software”), YOU ACCEPT THE TERMS OF THE AGREEMENT. YOU MAY ALSO INDICATE ACCEPTANCE BY SELECTING THE "ACCEPT" BUTTON. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO ACT FOR AND TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS. THE TERM “YOU” IN THE TEXT BELOW REFERS TO THE PERSON OR LEGAL ENTITY THAT IS LICENSING THE SOFTWARE.

1.  IMPORTANT NOTICE – THIS IS A BINDING AGREEMENT. Read the full license terms and conditions below before installing. This Agreement provides you with limited rights to use the Software, conditioned upon your continued compliance with these terms and conditions.

2.  Ownership. The Software is owned by CellAvant and its licensors, and is protected by U.S. and international copyright laws. Violation of copyright is a serious offense, punishable by monetary penalties and possible imprisonment.

3.  Single License or License Package. If you have purchased a single license, you may install and use the Software only for a single handheld BlackBerry® Storm device (“Device”). If you have purchased a multiple-license package, you may install and use the Software only for up to the maximum number of Devices covered by your license package.

4.  Restrictions. Except for installation of the Software by you for your own authorized use for up to the maximum number of Devices covered by the license package you have purchased, you may not electronically transfer, transmit or provide access to the Software from one computer or any device to another over a network, the Internet or any other means, including without limitation making the Software, its features or results, available through an application service provider or the like. Except for installation of the Software by you for your own authorized use for up to the maximum number of Devices covered by the license package you have purchased, you may not distribute, sublicense or make available copies of the Software or related documentation to others in any form, electronic or otherwise. You may not modify or translate the Software or related documentation without the express prior written consent of CellAvant. You may make one (1) copy of the Software solely for back-up purposes. You may not use, copy, or transfer the Software or documentation, or any copy except as expressly provided in this license agreement. You may not reverse engineer, decompile, disassemble, modify, translate, or make any attempt to create derivative works from the Software.

5.  Lawful Use. You may not use the Software for any unlawful purpose or in any illegal manner. You agree to indemnify CellAvant and its licensors for any and all claims arising from any violation by you of the terms of this Agreement.

6.  Disclaimer. CELLAVANT INC. MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY DISCLAIMED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. CellAvant and its licensors, suppliers, distributors and dealers do not represent or warrant that the functions contained in the Software will meet your requirements or that the operation of the Software will be uninterrupted or error free.

7.  Exclusion of Damages. Neither CellAvant nor its licensors, suppliers, distributors, dealers, or associated service providers or anyone else who has been involved in the creation, production, or delivery of this Software shall be liable for any direct, indirect, consequential or incidental damages, lost profits, business interruption or loss of information arising out of the sale, distribution, use, the results of use, or inability to use such Software, or damage of loss caused by the Software, or for any other reason, even if advised of the possibility of such damages or claim. Some states do not allow the exclusion or limitation of liability for consequential or incidental damages so the above limitation may not apply to you. Research in Motion and any merchant or seller of the Software are intended third-party beneficiaries of this provision.

8.  Damages Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CELLAVANT’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS LIMITED TO A REFUND OF ANY NET LICENSE FEE ACTUALLY RECEIVED BY CELLAVANT FROM YOU FOR THE SOFTWARE.

9.  Term and Termination. The Agreement is effective until terminated. You may terminate this Agreement by destroying all copies of the Software and documentation and all copies of the Software. The Agreement is conditioned upon your continued compliance with this Agreement and will terminate automatically and irrevocably if you fail to comply in any material way with any term or condition of this Agreement. Agreements for subscription, trial or evaluation licenses terminate automatically at the end of the subscription, trial or evaluation period. Upon any termination, you agree to destroy all copies of the Software and documentation in your possession or control.

10.  Export Controls. You agree and certify that neither the Software nor any other technical data received from CellAvant will be exported in violation of US or other applicable export control laws.

11.  U.S. Government Restricted Rights. If Software is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), then the Government's rights in Software and accompanying documentation will be only as set forth in this Agreement; this is in accordance with 48 CFR 227.7201 through 227.7202-4 (for Department of Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD acquisitions).

12.  General. This Agreement shall be governed by the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws and shall inure to the benefit of CellAvant and its successors and assigns. The Uniform Computer Information Transaction Act (UCITA) will not apply to this Agreement or the dealings of the parties. The state and federal courts located in the Commonwealth of Virginia in the city of Richmond, Virginia USA will have exclusive jurisdiction and venue over any claim or case arising from this Agreement or its subject matter. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent. You are responsible for assuring compliance with the terms of this Agreement by any persons you authorize to use this Software, including but not limited to your employees and contractors (if any), and for any breach of the terms of this Agreement by any such party.

13.  Acknowledgement. You acknowledge that you have read this agreement, understand it, and agree to be bound by there terms and conditions. You further agree that this is the complete and exclusive agreement between the parties.