This EULA governs the use of the Software made available by or on behalf of Tangent 90 Limited. ("Tangent", "we", "us" or "our"). For purposes of this EULA, "Software" means such application software, together with all components thereof and all updates, patches, fixes, modifications and enhancements thereto, including releases of new versions, whether provided to you via download, automatically without additional consent or action on your part or otherwise, and any and all accompanying documentation, files and materials.
Subject to your agreement and compliance with the terms and conditions of this EULA, Tangent grants to you a limited, personal, non-exclusive, non-transferable and revocable license (without the right to sublicense) to install, use, access, display and run one copy of the Software on the mobile or desktop platform (collectively, "Devices") which you own or are under your control solely for your personal or business use. For the avoidance of doubt, the foregoing license may be shared or used but not concurrently on multiple Devices. If concurrent use on multiple devices is required it would be necessary to purchase additional licenses from Tangent for each such Device accessing, displaying, running, and/or using the Software.
The foregoing rights in and to the Software are the only rights granted to you in connection with this EULA, and any and all rights not expressly granted to you by the license described Section 2 above are expressly and fully reserved by us. Your license and right to access and use the Software is limited to Devices owned or controlled by you. Except as specifically provided in this EULA or for backup or archival purposes specifically permitted by law, you may not use or make any other copies of the Software. In addition you are not permitted to distribute, transmit, sublicense, lease, sell, rent or otherwise transfer the Software to any other person, firm or enterprise, nor are you permitted to tamper with or attempt to bypass, modify, defeat or otherwise circumvent the operation of the Software or alter, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover or disclose the Software source code or underlying programming or architecture.
Tangent owns all right, title and interest in and to the Software including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this EULA shall be construed to transfer, convey, impair or otherwise adversely affect Tangent's ownership or proprietary rights therein or any our other information or materials, tangible or intangible, in any form and in any medium.
We have the right to terminate this license and your right to use the Software at any time for any reason, including in the event we reasonably believe you have failed to comply with any term or condition of this EULA. If this license or your right to use the Software terminates for any reason or you do not agree with all these terms and conditions or you wish to discontinue your use of the Software, you must stop all use of the Software and delete the Software and all copies of the Software that are in your possession or under your control. We may ask you to certify your compliance with the foregoing in writing, and you agree to do so if we request you to do so.
THERE ARE NO REPRESENTATIONS OR WARRANTIES THAT APPLY OR THAT ARE MADE TO YOU IN ANY WAY IN CONNECTION WITH THE SOFTWARE OR THIS EULA. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SOFTWARE AND YOUR ACCESS TO AND USE THEREOF, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES OF TITLE, NON-INFRINGEMENT AND/OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SOFTWARE IS MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS AND TANGENT DOES NOT GUARANTEE, WARRANT OR REPRESENT THAT THE SOFTWARE SHALL MEET YOUR REQUIREMENTS OR THAT YOUR USE, OPERATION OR RESULTS OF USE OF THE SOFTWARE SHALL BE UNINTERRUPTED, COMPLETE, RELIABLE, ACCURATE, CURRENT, ERROR-FREE, FREE OF COMPUTER VIRUSES OR OTHERWISE SECURE. YOU ASSUME THE ENTIRE RISK OF DOWNLOADING, INSTALLING, COPYING, OPERATING, USING AND/OR DISTRIBUTING THE SOFTWARE.
YOU UNDERSTAND, ACKNOWLEDGE AND AGREE THAT TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER TANGENT NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, ADVERTISERS, BUSINESS AND PROMOTIONAL PARTNERS, OPERATIONAL SERVICE PROVIDERS, SUPPLIERS, RESELLERS AND CONTRACTORS SHALL, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR ANY CLAIM, LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, IN CONNECTION WITH OR ARISING FROM ANY USE OF THE SOFTWARE OR OTHERWISE IN CONNECTION WITH THIS EULA. YOU FURTHER ACKNOWLEDGE AND AGREE YOUR SOLE RIGHT AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGE ASSOCIATED WITH THE SOFTWARE OR THIS EULA, EVEN IF YOU CLAIM THAT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE, SHALL BE TO HAVE TANGENT , UPON WRITTEN NOTICE FROM YOU, ATTEMPT TO REPAIR, CORRECT OR REPLACE THE SOFTWARE. IF REPAIR, CORRECTION OR REPLACEMENT IS NOT REASONABLY COMMERCIALLY PRACTICABLE IN THE SOLE AND ABSOLUTE DISCRETION OF TANGENT, EITHER YOU OR TANGENT SHALL HAVE THE RIGHT TO TERMINATE AND DISCONTINUE YOUR USE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CERTAIN LIMITATIONS ON DAMAGES AND REMEDIES. ACCORDINGLY, SOME OF THE EXCLUSIONS AND LIMITATIONS DESCRIBED IN THIS EULA MAY NOT APPLY TO YOU.
You agree to defend Tangent, its parent, subsidiaries, affiliates and/or their respective successors and assigns, officers, directors, employees, agents, licensors, representatives, advertisers, business and promotional partners, operational service providers, suppliers, resellers and contractors (the "Tangent Indemnified Parties") against any and all claims, demands and/or actions and indemnify and hold the Tangent Indemnified Parties harmless from and against any and all losses, damages, costs and expenses (including reasonable legal fees), resulting from any breach or violation of this EULA, infringement, misappropriation or any violation of the rights of any other party, violation or noncompliance with any law or regulation, the breach or violation of any term or condition of your Agreement with us, any use, alteration or export of the Software or otherwise in connection with this EULA. We reserve the right to assume, at our expense, the exclusive defence and control of any claims or actions and all negotiations for settlement or compromise, and you agree to fully cooperate with us upon our request.
This EULA and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the Courts of England, United Kingdom. You agree to irrevocably submit to the sole and exclusive jurisdiction of the courts of the England, situated in the London, United Kingdom. You further irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that London is an inconvenient forum. No amendment, modification, waiver or discharge of any provision of this EULA shall be valid unless made in writing and signed by an authorized representative of Tangent. No failure or delay by Tangent to exercise any right or enforce any obligation shall impair or be construed as a waiver or on-going waiver of that or any or other right or power, unless made in writing and signed by Tangent. If any provision of this EULA is held to be illegal, invalid or unenforceable, the remaining provisions of this EULA shall be unimpaired and remain in full force and effect. YOU ACKNOWLEDGE THAT YOU HAVE READ THE ENTIRE AGREEMENT, UNDERSTAND IT, ACKNOWLEDGE YOU ARE BOUND BY IT AND AGREE TO FULLY COMPLY WITH ALL OF ITS TERMS AND CONDITIONS. This EULA was last modified on 1st July, 2014, and is effective immediately.