Accomplice Software License Agreement
March 27, 2007
1. Introduction and Acceptance. This Software License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) ("you" or "Licensee") and Accomplice, Inc. (the "Licensor") regarding the use of Licensor's software entitled Accomplice Application (versions 1.x), which includes user documentation provided in electronic form (together, the "Software"). BEFORE YOU CLICK ON THE "I ACCEPT AND AGREE" BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I ACCEPT AND AGREE" BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DECLINE" BUTTON AND THE SOFTWARE WILL NOT BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT INSTALL THIS SOFTWARE PLEASE DESTROY OR DELETE ALL COPIES IN YOUR POSSESSION.
 
2. Grant of License and Terms of Use.
 
(a) License Grant. Subject to the restrictions set forth below, this Agreement grants you a non-exclusive license to install and use one (1) copy of the specified version of the Software in object code format, on only one computer. The Software is "in use" on a computer when it is loaded into the temporary memory (i.e., RAM), installed into the permanent memory (e.g., hard disk, CD-ROM, or other storage device) of that computer, or installed on the flash memory of a U3 Smart flash drive. This license applies to the initial version of software and any updated or corrected versions of the Accomplice Application provided.
 
(b) Terms of Use and Service. Use of the Software will also result in storage of your data and performance of a store and forward service on and through servers operated by or on behalf of Licensor (the "Services"). Such data may include but is not limited to tasks, activities, notes, calendar information, contact information, usage statistics used to improve the Software, and any other information or data you may add into the Software (collectively, the "Data"). Licensor will use reasonable measures to provide security of your Data. However, Licensor does not warrant or guarantee that the Data is secure from attack or that it will not be subject to inadvertent damage, corruption or destruction. Notwithstanding the automatic back-up of the Data at certain intervals to a storage location of your choosing, you and not Licensor are responsible for backing up your Data separately on the appropriate media. Additionally, while Licensor makes reasonable efforts to keep the Services available during reasonable times, Licensor does not guarantee, represent or warrant that the Services will be available all the time or be uninterrupted or error-free. Licensor may, without notice or liability, change, suspend or discontinue any (or all) aspects of the Services at any time, including the availability of any Services feature, and may also impose limits on the use of or access to certain features or portions of the Services, or restrict your access to any or all of the Services. You agree to the terms of use of the Software and Services as stated in paragraphs (a) and (b) above, as well as any Licensor updates or modifications to its terms of use and service, which updated versions will be posted at http://www.accomplice.com/eula.html.
 
3. Ownership. The license granted hereunder does not constitute a transfer or sale of Licensor’s ownership rights in or to the Software. Except for the license rights granted above, Licensor retains all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by applicable intellectual property laws, including United States copyright and patent laws, and international treaties. This software is also protected by United States patent number 7,197,502. As between Licensor and you, Licensor or its licensors, as applicable, retain sole and exclusive ownership of all right, title and interest in and to the Software and all intellectual property rights relating thereto. In addition, Licensor shall own all rights in any copy, translation, modification, adaptation or derivative work of the Software, and you hereby assign all rights in them (including moral rights) to Licensor. You shall physically identify the Software and any related materials as owned by Licensor. All rights not expressly granted hereunder are reserved by Licensor and its licensors.
 
4. Sponsored Links. The Accomplice application may display sponsored links. Accomplice’s goal is to make these links relevant, helpful, non-obtrusive, and very respectful of your privacy. The sponsored links come from advertiser networks and are chosen by computers based on keywords generated automatically by your Accomplice application. The keywords are picked automatically from your Accomplice Activities and your Accomplice Notes. The only user information transmitted to the advertiser network is the keywords and potentially your Internet Protocol (IP) address. Accomplice does not communicate any of your personally identifiable information, such as your registered name, email address or other contact information, to any third parties without your explicit permission. To further protect your privacy, the Accomplice application does not transmit or receive cookies (a tracking mechanism commonly used on the web). For more information, see our full privacy policy at www.accomplice.com/privacy.html. If you have further questions or concerns, or to have sponsored links turned off, please contact Accomplice. 
 
5. Proper Use. You agree that you are responsible for your own communications and for any consequences thereof. You must be at least thirteen (13) years of age to use the Service or the Software. Accomplice reserves the right to refuse service to anyone at any time without notice for any reason. You agree that you will use the Service and, if applicable, the Software in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence and all United States export control laws. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service or the Software to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Licensor; (ii) upload, transmit or otherwise distribute content that infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations; (iii) prevent others from using the Service or the Software; (iv) use the Service for any fraudulent or inappropriate purpose, or (v) remove any copyright, trademark or other proprietary rights notices contained in or on Licensor’s website, Software, Services, or other Licensor documentation. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject you to state and federal penalties and other legal consequences. Licensor reserves the right, but shall have no obligation, to investigate your use of the Service or the Software in order (a) to determine whether a violation of the Agreement has occurred or (b) to comply with any applicable law, regulation, legal process or governmental request.
 
6. License Restrictions. YOU MAY NOT RENT, LEASE, SUBLICENSE, SELL, ASSIGN, LOAN OR OTHERWISE TRANSFER THE SOFTWARE OR ANY OF YOUR RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT. You may not reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law. You may not remove or destroy any copyright notices or other proprietary markings. You may not modify or adapt the Software, merge the Software into another program or create derivative works based on the Software. You specifically agree not to use or redistribute the software or any part thereof except to the extent of the license granted hereby. You may not use, copy, or distribute the Software without Licensor’s authorization, except that you may make one (1) copy of the Software for archival or back-up purposes only. It is understood that any corrected or updated versions of the Software shall be used solely as version replacements and shall not expand the number or scope of licenses granted herein.
 
7. Term and Termination. This Agreement shall be effective upon installation of the Software and SHALL TERMINATE UPON THE EARLIER OF: (i) 365 DAYS, UNLESS OTHERWISE EXTENDED BY LICENSOR; OR (ii) YOUR FAILURE TO COMPLY WITH ANY PROVISION OF THIS AGREEMENT; OR (iii) RETURN, DESTRUCTION OR DELETION OF ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION; OR (iv) UPON WRITTEN NOTICE BY LICENSOR. Licensor’s rights and your obligations shall survive the termination of this Agreement. Upon termination of this Agreement and explicit request by Licensor, you shall certify in writing to Licensor that all copies of the Software, or any portion thereof, have either been returned to Licensor or otherwise destroyed or deleted from any of your computer libraries or storage devices.
 
8. DISCLAIMER OF WARRANTIES. The parties expressly recognize that the Software is a newly developed, untested program that may contain "bugs" (as that term is used in the industry) and that may not function as intended. THE SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. YOU ASSUME ALL RESPONSIBILITIES FOR SELECTION OF THE SOFTWARE AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE AND SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, NONINFRINGEMENT, ACCURACY AND FITNESS FOR YOUR PURPOSE WITH RESPECT TO THE SOFTWARE, THE SERVICES AND THE ACCOMPANYING WRITTEN MATERIALS. The exclusion of implied warranties or conditions may not be permitted by some jurisdictions and therefore the above exclusion may not apply to you. If these laws apply, then the duration of implied warranties and conditions are limited to the duration of any express warranty. This warranty gives you specific rights and you may also have other rights which may vary from state to state and country to country. 
 
9. LIMITATION OF LIABILITY. LICENSOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA OR OTHER SUCH PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF SUCH EXCLUSIVE REMEDY. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY YOU FOR THE SOFTWARE. ADDITIONALLY, IN CONSIDERATION FOR THE PROVISION OF THE SOFTWARE ON AN EVALUATION BASIS, YOU ACKNOWLEDGE AND AGREE THAT LICENSOR SHALL NOT BE LIABLE TO YOU FOR DIRECT DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SOFTWARE OR SERVICES, WHETHER RESULTING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHER FORM OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND WHETHER OR NOT SUCH DAMAGE IS FORESEEABLE. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitations or exclusions may not apply to you.  
 
10. Trademarks. Certain of the Software, Services and Licensor names used in this Agreement, the Software, Services and the documentation may constitute trademarks of the Licensor or third parties. You are not authorized to use any such trademarks.  
 
11. Export Restrictions. You may not export or re-export the Software without (i) the prior written consent of Licensor; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses. 
 
12. Miscellaneous. This Agreement is governed by the laws of the State of California, without reference to its conflict of laws principles. Any dispute between you and Licensor regarding this Agreement shall be subject to the exclusive jurisdiction and venue of the courts of the courts of the County of Santa Clara or the Northern District of California. This Agreement constitutes the entire agreement between you and Licensor with respect to the subject matter hereof and supersedes any other communications with respect to the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. 
 
13. Questions. Should you have any questions concerning this Agreement, or if you desire to contact Licensor for any reason, please contact Accomplice . 
 
 
Copyright © 2008 Accomplice, Inc.