VEMAIL END-USER LICENSE AND TERMS OF SERVICE AGREEMENT (COLLECTIVELY THE "AGREEMENT") v.4
(Last Updated October 3rd, 2007)
This Agreement applies to Vemail mobile phone software (the "Software") and related services (the "Service") provided by Voice Genesis®. The Software and Service are collectively referred to as the product (the "Product").
BY CLICKING "ACCEPT" OR INSTALLING OR USING THE PRODUCT, YOU ARE CONSENTING TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AS THE "LICENSEE."
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT CLICK "ACCEPT", YOU MUST NOT INSTALL OR USE THE SOFTWARE, AND YOU DO NOT BECOME A LICENSEE UNDER THIS AGREEMENT.
1. LICENSE AGREEMENT. As used in this Agreement "Voice Genesis" shall mean Voice Genesis, Inc., a California corporation. In this Agreement "Licensor" shall mean Voice Genesis except under the following circumstances: (i) if Licensee acquired the Software as a bundled component of a third party product or service, then such third party shall be Licensor; and (ii) if any third party software is included as part of the Software installation and no license is presented for acceptance the first time that third party software is invoked, then the use of that third party software shall be governed by this Agreement, but the term "Licensor," with respect to such third party software, shall mean the manufacturer of that software and not Voice Genesis. With the exception of the situation described in (ii) above, the use of any included third party software shall be governed by the third party's license agreement and not by this Agreement, whether that license agreement is presented for acceptance the first time that the third party software is invoked, is included in a file in electronic form, or is included in the package in printed form. If more than one license agreement was provided for the Software, and the terms vary, the order of precedence of those license agreements is as follows: a signed agreement, a license agreement available for review on the Voice Genesis website, a printed or electronic agreement that states clearly that it supersedes other agreements, a printed agreement provided with the Software, an electronic agreement provided with the Software.
2. LICENSE GRANT. Licensor grants Licensee a non-exclusive and non-transferable license to use for personal or internal business purposes the executable code version of the Software on a single messaging device. This license does not entitle Licensee to receive from Voice Genesis or its suppliers hard-copy documentation, technical support, telephone assistance, or enhancements or updates to the Software.
3. RESTRICTIONS. Except as otherwise expressly permitted in this Agreement, or in another Voice Genesis agreement to which Licensee is a party, Licensee may not: (i) reproduce, duplicate, copy, sell, trade, or resell any portion of the Product, use of the Product, or access to the Product; (ii) modify or create any derivative works of the Product or documentation, including customization, translation or localization; (iii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Product; (iv) redistribute, encumber, rent, lease, sublicense, or otherwise transfer rights to the Product; (v) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software; or (vi) publish any results of benchmark tests run on the Product to a third party without Voice Genesis's prior written consent; (vii) use the Product to violate any law, regulation or ordinance or any right of Voice Genesis or any third party, including, without limitation, any right of privacy, publicity, copyright or trademark; (viii) modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. Licensee agrees not to access the Service by any means other than through the Software, interfaces, and web sites provided by Licensor for use in accessing the Service.
4. FEES. There is no license fee for the Software. There are fees for the Service.
5. ACCEPTANCE OF TERMS. Licensor provides its Service to Licensee, subject to the terms of service contained herein, and which may be updated by Licensor from time to time without notice to Licensee. In addition, Licensee and Licensor shall be subject to any posted guidelines or rules applicable to the Service which may be posted from time to time on Licensor's web sites. All such guidelines or rules are hereby incorporated by reference into this Agreement. Licensee can review the most current version of this Agreement at: http://www.voicegenesis.com/agreement/
6. DESCRIPTION OF SERVICE. The Service includes messaging and related services. Licensee understands and agrees that the Service may include certain communications from Licensor, such as service announcements and administrative messages, and that these communications are considered part of the Service and Licensee will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service shall be subject to this Agreement. Licensee is responsible for obtaining access to the Service and that access may involve third party fees (such as Internet service provider or airtime charges). Licensee is responsible for those fees. In addition, Licensee must provide and is responsible for all equipment necessary to access the Service.
7. LICENSEE REGISTRATION OBLIGATIONS. Licensee represents that Licensee is of legal age to form a binding contract and is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Licensee also agrees to: (a) provide true, accurate, current and complete information about Licensee as prompted by the Product's configuration screens, (such information being the "Configuration Data") and (b) maintain and promptly update the Configuration Data to keep it true, accurate, current and complete. If Licensee provide any information that is untrue, inaccurate, not current or incomplete, or Licensor has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, then Licensor has the right to suspend or terminate the Service and refuse any and all current or future use of the Service (or any portion thereof). Licensee certifies that Licensee is at least 18 years. In the event the Licensee elects to allow Licensee's children or legal wards to use the Product, Licensee is advised to remember that the Service is designed to appeal to a broad audience. Accordingly, it is Licensee's responsibility to determine whether any of the Content (as defined below) is appropriate for Licensee's children or legal wards.
8. TERMINATION. Should Licensee breach this Agreement, Licensee's right to use the Product shall terminate immediately and without notice. Additionally, without prejudice to any other rights, Licensor may terminate this Agreement and/or Licensee's access to the Service at any time, for any reason, without notice. Upon termination, Licensee shall destroy all copies of the Software. Licensee may also terminate this Agreement and the Service at any time by simply removing the software from Licensee's messaging device. In the event of any termination of this Agreement, the restrictions on Licensee's use of the Product as set forth herein shall survive such termination, and Licensee agrees to be bound by those terms. Termination of Licensee's access to the Service includes (a) removal of access to all features within the Service, including but not limited to Voice Genesis web sites, interfaces, and messaging services, (b) deletion of Licensee's User Name and Password and all related information, files and content associated with or inside Licensee's account (or any part thereof), and (c) may also include barring further use of the Service. Further, Licensee agrees that Licensor shall not be liable to Licensee or any third-party for any termination of Licensee's account or access to the Service.
10. MEMBER USER NAME, PASSWORD AND SECURITY. Licensee will create a password (A.K.A. PIN) and user name (A.K.A. user number or account designation), and may provide one or more its email account user names and passwords, upon completing the Product's configuration process. Licensor shall make all commercially reasonable efforts to keep Licensee's information secure. Licensee grants Licensor permission to access Licensee's email accounts/services, for which Licensee has provided user name(s) and password(s), for the purpose of retrieving and delivering messages to Licensee and for sending messages created by Licensee with the Product. Licensee is responsible for maintaining the confidentiality of passwords and user names, and is fully responsible for all activities that occur under Licensee's password or user name. Licensee agree to (a) immediately notify Licensor of any unauthorized use of Licensee's password or user name or any other breach of security, and (b) ensure that Licensee exits or logs out of the Product at the end of each session. Licensor cannot and will not be liable for any loss or damage arising from Licensee's failure to comply with this Section.
11. MEMBER CONDUCT. Licensee understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that Licensee, and not Licensor, is entirely responsible for all Content that Licensee uploads, emails, transmits or otherwise make available via the Service. Licensor does not control the Content transmitted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Licensee understands that by using the Service, Licensee may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Licensor be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content emailed, transmitted or otherwise made available via the Service.
Licensee agrees to not use the Service to:
A. upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; B. harm minors in any way; C. impersonate any person or entity, including, but not limited to, a Voice Genesis official, or falsely state or otherwise misrepresent Licensee affiliation with a person or entity; D. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; E. upload, post, email, transmit or otherwise make available any Content that Licensee does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); F. upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party; G. upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation (please read Licensorís complete Spam Policy at: http://www.voicegenesis.com/spam/); H. upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; I. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; J. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; K. intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; L. provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act; M. "stalk" or otherwise harass another; or N. collect or store personal data about other users.
Licensee acknowledges that Licensor may or may not pre-screen Content, but that Licensor and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen or refuse any Content that is transmitted via the Service. Without limiting the foregoing, Licensor and its designees shall have the right to pre-screen or refuse any Content that violates this Agreement or is otherwise objectionable. Licensee agrees that Licensee must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Licensee acknowledges, consents and agrees that Licensor may access, preserve, and disclose Licensee account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to Licensee requests for customer service; or (e) protect the rights, property, or personal safety of Licensor, Licensee, other Licensees and the public.
Licensee understands that the technical processing and transmission of content via the Service, including Licensee Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Licensee understands that the Product may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Licensor and/or content providers. Licensee may not attempt to override or circumvent any of the usage rules embedded into the Service and any unauthorized redistribution, publication, further distribution or public exhibition of such materials, in whole or in part, is strictly prohibited.
12. GENERAL PRACTICES REGARDING USE AND STORAGE. Licensee acknowledges that Licensor may establish general practices and limits concerning use of the Product, including without limitation the maximum number of days that email messages will be retained by the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on Licensor's servers on Licensee's behalf. Licensee agrees that Licensor has no responsibility or liability for the deletion or failure to store any messages or other Content maintained or transmitted by the Service. Licensee acknowledges that Licensor reserves the right to log off Licensees that are inactive for an extended period of time. Licensee further acknowledges that Licensor reserves the right to modify these general practices and limits from time to time.
13. MODIFICATIONS TO SERVICE. Licensor reserves the right at any time and from time to time to modify the Service (or any part thereof) with or without notice. Licensee agrees that Licensor shall not be liable to Licensee or to any third party for any modification of the Service.
14. LINKS. The Service is designed to deliver messages. These messages may contain links to World Wide Web sites, Content, or resources. Because Licensor has no control over such sites, Content and resources, Licensee acknowledges and agrees that Licensor is not responsible for such external sites, Content, or resources, and does not endorse and is not responsible or liable for any Content, advertising, or other materials on or available from such sites or resources. Licensee further acknowledge and agree that Licensor shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
15. NOTICE. Licensor may provide Licensee with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Licensorís web sites.
16. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in Voice Genesis. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Voice Genesis' ownership of or rights with respect to the Product. Licensee acknowledges that the Product contains Licensor's proprietary and confidential information, and that disclosure of such information or misuse of the Product may give rise to irreparable injury to Voice Genesis, inadequately compensable in damages. Accordingly, Voice Genesis may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. The Product is protected by copyright and other intellectual property laws and by international treaties. No license is granted to Licensee in this Agreement, either expressly or implicitly, to use any trademark, service mark, names, or logos of Voice Genesis, including but not limited to Voice Genesis TM, Vemail TM, VUUM TM, or associated logos. Voice Genesis owns all intellectual property in the Product and the proprietary Voice Genesis name space database, including but not limited to Voice Genesis components and algorithms and access to the Service server complex. Voice Genesis owns all Licensee data collected through the Product. Title and related rights in the Content accessed through the Product are the property of the applicable Content owner and are protected by applicable law. The license granted under this Agreement gives Licensee no additional rights in or to such content.
17. DISCLAIMER OF WARRANTY. THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, ABLE TO OPERATE ON AN UNINTERRUPTED TIMELY OR ERROR FREE BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING, UNLESS SUCH WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. LICENSOR ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY USER MESSAGES, COMMUNICATIONS, OR PERSONALIZATION SETTINGS. LICENSOR AND ITS SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO USE OF THE PRODUCT. LICENSOR MAKES NO WARRANT THAT THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE QUALITY OR PERFORMANCE OF THE PRODUCT WILL MEET LICENSEE'S EXPECTATIONS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PRODUCT IS BORNE BY LICENSEE, WHO ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. IN ADDITION, THE SECURITY MECHANISMS IMPLEMENTED BY THE PRODUCT HAVE INHERENT LIMITATIONS, AND LICENSEE MUST DETERMINE THAT THE PRODUCT SUFFICIENTLY MEETS ITS REQUIREMENTS. NO WARRANTY IS MADE WITH RESPECT TO ANY ANTI-VIRUS CAPAILITY AND LICENSEE SHOULD NOT EXPECT THE PRODUCT TO PROTECT LICENSEE'S EQUIPMENT OR DATA FROM VIRUSES CONTAINED IN CONTENT LICENSEE ACCESSES WITH THE PRODUCT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT IS DONE AT LICENSEE'S OWN DISCRETION AND RISK AND LICENSEE WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO LICENSEE'S DEVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM LICENSOR OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THHIS AGREEMENT. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF LICENSEE, OR ANYONE IN LICENSEE'S FAMILY, HAS AN EPILEPTIC CONDITION, THEN CONSULT LICENSEE'S PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT LICENSEE'S PHYSICIAN IF LICENSEE EXPERIENCES ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
18. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES OR THEIR RESPECTIVE SUPPLIERS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF (i) USE OF THE PRODUCT; (ii) OR INABILITY TO USE THE PRODUCT; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF LICENSEE'S TRANSMISSIONS OR DATA; (iv) STATEMENTS, MESSAGES, OR CONDUCT OF ANY THIRD PARTY USING THE SERVICE; (v) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (vi) CONTENT PROVIDED BY OR TO LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE PRODUCT AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT; (vii) ANY OTHER MATTER RELATING TO THE PRODUCT OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, LICENSOR'S AND ITS AFFILIATES' ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF FEES RECEIVED FROM LICENSEE BY LICENSOR FOR THE PRODUCT, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO LICENSEE.
19. INDEMNITY. Licensee agrees to indemnify and hold Licensor, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content Licensee submits, posts, transmits or makes available through the Service, Licensee's use of the Service, Licensee's connection to the Service, Licensee's violation of this Agreement, or Licensee's violation of any rights of another.
20. EXPORT / IMPORT. Licensee agrees to comply with all export and import laws and restrictions and regulations of the United States and foreign countries, and not to export, re-export or import the Software or any direct derivation thereof in violation of any such restrictions, laws or regulations, or without all necessary authorizations. Neither the Software nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria, or any other country subject to U.S. trade sanctions applicable to the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to any named party or individual on the U.S. Department of Treasury, Office of Foreign Assets Control list of Specially Designated Nationals and Blocked Persons, and/or the U.S. Department of Commerce, Bureau of Export Administration Denied Persons List or Entity List. By downloading or using the Software, Licensee agrees to the foregoing, and represents and warrants that it complies with these conditions. Furthermore, Licensee agrees to comply with all local rules regarding online conduct and acceptable Content. Additionally, Licensee agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which Licensee reside.
21. HIGH RISK ACTIVITIES. The Product is not fault-tolerant and is not designed, manufactured or intended for use or resale in hazardous environments, such as, but not limited to, the operation of motor vehicles, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the use or failure of the Product could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). Accordingly, Licensor and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities. Licensee agrees that Licensor and its suppliers will not be liable for any claims or damages arising from the use of the Product in such applications.
22. NO GUARANTEED SUPPORT BY VOICE GENESIS. Licensee understands that Licensee's use of the Product is at Licensee's own risk and that Licensor is not obligated to provide assistance or support to Licensee. Voice Genesis' provision of support for the Product in no way obligates Voice Genesis to continue to provide such support. Any such support is provided at Voice Genesis' discretion.
23. MISCELLANEOUS. (a) Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the State of California, U.S.A., without regard to its conflict of law provisions. (b) Licensee expressly agrees that jurisdiction for any claim or dispute arising from the use of the Product resides in the courts located within the county of Orange, California. (c) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (d) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect. (e) The controlling language of this Agreement is English. If Licensee has received a translation into another language, it has been provided for Licensee's convenience only. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (g) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein except in the case of a merger or the sale of all or substantially all of Licensee's assets to another entity. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (i) Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control. (j) Licensee agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Product or the Agreement must be filed within one year after such claim or cause of action arose or be forever barred. (k) The section titles in this Agreement are for convenience only and have no legal or contractual effect. (l) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. (m) This Agreement constitutes the entire agreement between Licensee and Licensor and governs Licensee's use of the Product, superceding any prior agreements between Licensee and Licensor. Licensee also may be subject to additional terms and conditions that may apply when Licensee uses or purchases certain other Voice Genesis products, software, or services. (n) If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
24. VIOLATIONS. Please report any violations of this Agreement to email@example.com.