Software License Agreement for the YellowBridge Talker

Software License Agreement

By clicking the "I Agree" button below, you agree to these software license terms (the "Software License"). If you disagree with any of the terms below, YellowBridge does not grant you a license to use the YellowBridge Talker; click the "Cancel" button to exit the installer.

YellowBridge reserves the right to update and change, from time to time, this Software License and all documents incorporated by reference. You can always find the most recent version of this Software License at http://www.yellowbridge.com/talker/license.php YellowBridge may change this Software License by posting a new version without notice to you. Use of the YellowBridge Software after such change constitutes acceptance of such changes.

By accepting the terms of this Agreement, you represent to YellowBridge.com that you are at least 18 years old. The YellowBridge Software applications, documentation, and local computer files installed or utilized by the installer application (collectively, the "YellowBridge Software") are owned by YellowBridge, or YellowBridge's licensors and content and data providers ("YellowBridge Licensors"), and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. This Software License defines legal use of the YellowBridge Software, all updates, revisions, substitutions, and any copies of the YellowBridge Software made by or for you. All rights not expressly granted to you are reserved by YellowBridge or their respective owners.

1. Permitted Use

YOU MAY install and personally use the YellowBridge Software and any updates provided by the Company (in its sole discretion) in object code form on a personal computer owned or controlled by you.

2. Restrictions on Use

YOU MAY NOT:
(i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the YellowBridge Software or any portion thereof.

(ii) incorporate the YellowBridge Software into any computer chip or the firmware of a computing device manufactured by or for you.

(iii) use the YellowBridge Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Software License.

(iv) you may not use the YellowBridge Software to operate nuclear facilities, life support, or other mission critical application where human life or property may be at stake. You understand that the YellowBridge Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which YellowBridge is not responsible.

(v) use or export the YellowBridge Software in violation of applicable U.S. laws or regulations

(vi) sell, lease, loan, distribute, transfer, or sublicense the YellowBridge Software or access thereto or derive income from the use or provision of the YellowBridge Software, whether for direct commercial or monetary gain or otherwise, without YellowBridge's prior, express, written permission.

3. Relationship of Parties

The YellowBridge Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this Software License. YellowBridge owns all rights, title, and interest in and to their applicable contributions to the YellowBridge Software. This Software License grants you no right, title, or interest in any intellectual property owned or licensed by YellowBridge, including (but not limited to) the YellowBridge Software and YellowBridge trademarks, and creates no relationship between yourself YellowBridge other than that of YellowBridge to licensee.

You agree not to assign, copy, transfer, or transmit the YellowBridge Software, or any data obtained through the YellowBridge Software, to any third party. Your license to use the YellowBridge Software, its components, and any third-party data, will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the YellowBridge Software, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this Agreement against you directly in their own name.

4. Support and Software Updates

YellowBridge may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the YellowBridge Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. YellowBridge may change, suspend, or discontinue any aspect of the YellowBridge Software at any time, including the availability of any YellowBridge Software feature, database, or content. YellowBridge may also impose limits on certain features and services or restrict your access to parts or all of the YellowBridge Software or the YellowBridge web site without notice or liability.

5. Disclaimer of Warranties

USE OF THE YELLOWBRIDGE SOFTWARE AND ANY DATA ACCESSED THROUGH THE YELLOWBRIDGE SOFTWARE (SUCH AS TEXT-TO-SPEECH SERVICES OR OTHER INFORMATION) IS AT YOUR SOLE RISK. THEY ARE PROVIDED "AS IS."

ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE YELLOWBRIDGE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.

YELLOWBRIDGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "YELLOWBRIDGE ENTITIES") AND YELLOWBRIDGE LICENSORS DO NOT REPRESENT THAT THE YELLOWBRIDGE SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES.

THE YELLOWBRIDGE ENTITIES AND YELLOWBRIDGE LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE YELLOWBRIDGE SOFTWARE AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE YELLOWBRIDGE SOFTWARE AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IF THE YELLOWBRIDGE SOFTWARE OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE YELLOWBRIDGE ENTITIES OR THE YELLOWBRIDGE LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE YELLOWBRIDGE ENTITIES OR YELLOWBRIDGE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME
JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

6. Limitation on Liability

THE YELLOWBRIDGE ENTITIES AND YELLOWBRIDGE LICENSORS WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE YELLOWBRIDGE SOFTWARE BY YOURSELF OR BY THIRD PARTIES, TO THE USE OR NON-USE OF ANY BROKERAGE FIRM OR DEALER, OR TO THE SALE OR PURCHASE OF ANY SECURITY, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY.

THE YELLOWBRIDGE ENTITIES AND YELLOWBRIDGE LICENSORS ARE NOT LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED THROUGH THE YELLOWBRIDGE SOFTWARE, YOUR USE OR INABILITY TO USE OR ACCESS THE YELLOWBRIDGE SOFTWARE, OR ANY DATA PROVIDED THROUGH THE YELLOWBRIDGE SOFTWARE, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.

INFORMATION PROVIDED THROUGH THE YELLOWBRIDGE SOFTWARE MAY BE INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE YELLOWBRIDGE ENTITIES AND YELLOWBRIDGE LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. YELLOWBRIDGE MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE YELLOWBRIDGE SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE YELLOWBRIDGE SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT, HOURS OF AVAILABILITY.

7. Termination

Your license to the YellowBridge Software under this Software License continues until it is terminated by either party. You may terminate the Software License by discontinuing use of all or any of the YellowBridge Software and by destroying all your copies of the applicable YellowBridge Software. This Software License terminates automatically if you violate any term of this Software License, YellowBridge publicly posts a written notice of termination on YellowBridge's web site, or YellowBridge sends a written notice of termination to you.

All section of this Software License, except for Section 1, 2, and 4, shall survive the termination or expiry of this Agreement.

8. Indemnity

You agree to indemnify and hold the YellowBridge Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the YellowBridge Software, your violation of any terms or conditions of this Software License, your violation of applicable laws, or your violation of any rights of another person or entity.

9. Government End Users

If the YellowBridge Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the YellowBridge Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Software License apply.

10. Governing Law

This Software License will be governed by the laws of the State of California. You and the Company agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

11. Interpretation

The division of this Software License into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Software License. In this Software License, words importing the singular number include the plural and vice versa, words importing gender include all genders; and words importing persons include individuals, sole proprietors, partnerships, corporations, trusts and unincorporated associations.

12. Severability

Any provision of this Software License which is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall otherwise be enforced to the maximum extent permitted by law, all without affecting the remaining provisions of this Software License or affecting the validity or enforceability of such provision in any other jurisdiction.

13. Entire Agreement

This Software License constitute the entire understanding between the parties respecting use of the YellowBridge Software, superseding all prior agreements between you and YellowBridge.