Chorus

BY DOWNLOADING THE SOFTWARE, YOU ARE BECOMING A PARTY TO THIS AGREEMENT AND ARE CONSENTING TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE SOFTWARE. IF YOU HAVE ANY QUESTIONS ABOUT THESE TERMS AND CONDITIONS, PLEASE CONTACT: ENVIO NETWORKS, INC. AT INFO@ENVIONETWORKS.COM.

envIO networks, inc.

End User Software License Agreement

This Agreement sets forth the terms and conditions of your use of SkyWeaver, inc. (“SkyWeaver”) Chorus™ software product for which you have registered (the “Software”).

  1. License.
    1. Grant. SkyWeaver hereby grants to you, and you hereby accept, subject to the terms and conditions set forth herein, a temporary, non-exclusive, non-transferable license, without the right to sublicense, to use the computer-executable object code of the Software solely for your own personal use.
    2. Restrictions on Copying and Modification. You may not copy the Software, except as expressly permitted by this license. You may not modify or alter the Software, reverse engineer, create derivative works of the Software, decompile or reverse engineer the Software, translate the Software or reduce the Software by any other means to a human perceivable form.
    3. wnership. You may not rent, sell, transfer, lend, redistribute or sublicense the Software to any other person or entity. You may not remove or alter any copyright or other proprietary notice contained in the Software. Title to, and ownership of, and all proprietary rights in, the Software and each copy thereof shall remain at all times with SkyWeaver or its third party licensors.
    4. Consent to Use of Data. You agree that SkyWeaver may collect and use information that is provided by you when you use the Software to facilitate the provision of updates, product support and other services to you (if any) related to the Software. Your use of the Software is subject to SkyWeaver's’s Privacy Policy located at www.chorusapps.com, which is expressly made a part of this Agreement.
    5. Term. Your license shall become effective when you click the “Accept” button or download the Software. You may terminate your license at any time by un-installing the Software. SkyWeaver or its licensed third party distributor of the Software may terminate your license to use the Software at any time in the event that you fail to comply with any of the terms and conditions set forth in this Agreement or such third party distributor’s terms and conditions. Upon termination of your license, you shall immediately cease using the Software and you shall un-install the Software.
  2. No Warranty; Limitations on Liability.
    1. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.
    2. IN NO EVENT WILL SKYWEAVER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES, EVEN IF SKYWEAVER HAS BEEN ADVISED OF THE POSSIBILITY OF THE SAME.
    3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT, HOWEVER, SHALL THE MAXIMUM LIABILITY OF SKYWEAVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION OR USE OF THE SOFTWARE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED THE GREATER OF: (i) THE FEES, IF ANY, YOU PAID FOR THE SOFTWARE; OR (ii) TEN DOLLARS.
  3. Third Party Materials. The Software may display or enable access to content, data, information, applications or materials from third parties or provide links to certain third party web sites (“Third Party Materials”). By using the Software, you acknowledge and agree that SkyWeaver is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials. SkyWeaver does not warrant or endorse, and does not assume and will not have any liability or responsibility to you or any other person, for any Third Party Materials. Third Party Materials and links to other web sites are provided solely as a convenience to you. To the extent you choose to access such Third Party Materials, you do so at your own initiative and risk, and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
  4. Third Party Charges; Indemnification. You agree to be responsible for, and to pay, any and all costs and charges incurred by you to third parties, including, without limitation, providers of telecommunications products and services, in connection with your use of the Software. You agree to indemnify and hold SkyWeaver harmless from and against any such costs and charges and from and against any losses or damages suffered by SkyWeaver as a result of your breach of any of the terms and conditions of this Agreement.
  5. Miscellaneous.
    1. Entire Agreement. This Agreement sets forth the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior understandings and communications relating thereto.
    2. Modification; Waiver. This Agreement may not be modified or amended except pursuant to a written instrument signed by both parties. The waiver by either party of a breach of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.
    3. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts as if made in and performed entirely within Massachusetts. The parties expressly reject any application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of this Agreement shall be resolved exclusively in the federal or state courts located within the Commonwealth of Massachusetts, and you hereby agree to the personal jurisdiction and venue of such courts.
    4. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and assigns, but you may not assign or otherwise transfer this Agreement or your rights and duties without the prior written consent of SkyWeaver.
    5. Severability. In the event that any provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, to such extent such provision shall be deemed null and void and severed from this Agreement, and the remainder hereof shall remain in full force and effect.

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