This End User License Agreement ("EULA") is a legal agreement between you, and the Licensor concerning the Product. The Product also includes any updates and supplements to the original Product provided to you.
By installing, copying, running, or otherwise using the Product, You agree to be bound by the terms of this License. If you do not agree to the terms of this license, you must remove all of the Product files from your computer.
1.1 "You" (or "Your" or "Licensee") means an individual or a legal entity exercising rights under, and complying with all of the terms of, this License or a future version of this License issued under Section 6.1. For legal entities, "You" includes any entity which controls, is controlled by, or is under common control with you. For purposes of this definition, "control" means (a) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (b) ownership of more than fifty percent (50%) of the outstanding shares or beneficial ownership of such entity.
1.2 "Confidential Information" means any data or information, oral or written, treated as confidential that relates to either party's past, present, or future research, development or business activities, including any unannounced products and service(s), and including any information relating to services, developments, inventions, processes, plans, financial information, customer lists, forecasts, and projections. Confidential Information shall also include the terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information that: 1) is publicly available or in the public domain at the time disclosed; 2) is or becomes publicly available or enters the public domain through no fault of the party receiving such information; 3) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; 4) is already in the recipient's possession free of any confidentiality obligations with respect thereto at the time of disclosure; 5) is independently developed by the recipient; or 6) is approved for release or disclosure by the disclosing party without restriction.
1.3 "Source Code" means the preferred form of the Covered Code for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an Executable, or source code differential comparisons against either the Original Code or another well known, available Covered Code of the Contributor's choice. The Source Code can be in a compressed or archival form provided the appropriate decompression or de-archiving software is widely available for no charge.
1.4 "Licensor" means the owner
of the Product which is currently TelSim, Inc. located at
1.5 "License" means this document.
1.6 "Licensable" means having the right to grant, to the maximum extent possible, whether at the time of the initial grant or subsequently acquired, any and all of the rights conveyed herein.
1.7 "Product" or “NOAH” means NOAH (“Navigational Online Animated Helper”) system which includes all the documentation and support files needed for NOAH to properly operate. The ability to utilize the online editing system located at editor.noahx.com is a non tangible item utilized by you to create the support files used by the NOAH engine to operate properly. Also includes any updates and supplements to any of original files provided to you.
1.8 "Commercial Use" means distribution or otherwise making the Covered Code available to a third party.
1.9 "Avatar" means a Flash(tm) compiled file which is used by the NOAH engine to be a base for displaying the animated characters.
1.10 "Stream” is a single Voice Action File playing from the Licensor’s web server to the application you have NOAH performing in.
You are granted a non-exclusive right to use the Product including any error corrections, standard enhancements or updates provided automatically by the Licensor, in machine-readable form. This license specifically prohibits of the Product.
You may not modify the Product or output of product (electronically or otherwise), or make any adaptation or merge any portion thereof, except as expressly authorized by Licensor in a separate written agreement signed by Licensor. You may not reverse assemble, reverse compile, or otherwise translate the Product. Your license may not be transferred, leased, assigned, or sub-licensed without Licensor's prior written consent, which will not be unreasonably withheld. If you modify the Product in any way not expressly authorized by Licensor, your license is automatically terminated.
Licensor shall have sole and exclusive ownership of the Product, in both object code and source code, all media and documentation relating to the Product, (including their development, or their operation, testing or use, and all reports and copies thereof), and all intellectual property rights associated therewith (including, without limitation, rights to copyrights, trade secrets, or know-how).
Licensor makes and you receive no warranties, express, implied, or statutory, or in any other provision of this agreement or any other communication; and Licensor specifically disclaims any warranty of merchantability or fitness for a particular purpose.
The cumulative liability of Licensor to you for any and all claims relating to the Product, and any services rendered under this Agreement, in contract, tort, or otherwise, shall not exceed the total amount of all License Fees paid to Licensor for the Product, or fees paid for services within the prior year. In no event shall Licensor be liable to you for any consequential, indirect, special, or incidental damages, even if Licensor has been advised of the possibility of such potential loss or damage. The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or effectiveness of other remedies.
Covered Code is a "commercial item," as that term is defined in 48
C.F.R. 2.101 (Oct. 1995), consisting of "commercial computer
software" and "commercial computer software documentation," as
such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.
12.212 and 48 C.F.R.
8.2 Developer Trial
This version of the Product is intended solely for evaluation purposes. You can freely install and evaluate the Product during the 15 day period. After the trial period has expired, if you wish to continue using the Product, you must upgrade to one of the paid accounts. Your account will automatically be converted to a free account after 30 days and will follow the same rules pertaining to that account type.
This version of the Product is intended for any kind of developer that has the ability to utilize the flash player in their application. This type also supports a wrapper for various types of E-Learning authoring systems and PowerPoint® to Flash® converters which allow you to utilize NOAH in the end product. The voice action files have no expiration and can be distributed royalty free along with the product to allow NOAH to operate. Voice action files may also be purchased in bulk for this account type. Upon failure to pay your annual maintenance fee invoice within 15 days will result in suspension of your account. If this invoice is not paid within 3 months, your account will be removed from the system along with all voice action files, purchased avatars, and any unused credits you may have.
BY ACCEPTING THIS AGREEMENT, LICENSEE AGREES TO
Licensor may immediately terminate this Agreement and the license granted hereunder if Licensee fails to comply with the terms and conditions of this Agreement. Upon such termination, Licensee must immediately cease using the Product, destroy or delete all copies of the Product and upon the request of Licensor, certify the destruction or deletion of the Product. Licensee may terminate this Agreement and the license granted hereunder at any time by canceling their account and deleting all copies of the Product except for developer accounts which can continue to utilize the finished product.
laws of the State of
This Agreement describes certain legal rights. Licensee may have other rights under applicable law. This Agreement does not change Licensee’s rights under applicable law if such laws do not permit the Agreement to do so.
This Agreement constitutes the entire agreement between Licensor and Licensee and governs Licensee’s use of the Product, superseding any prior agreement between Licensor and Licensee relating to the subject matter hereof. Any change or modification to this Agreement will only be valid if it is in writing and signed on behalf of Licensor and Licensee. A failure by either party to enforce its rights under this Agreement is not a waiver of those rights or any other rights it has under this Agreement. The parties disclaim the application of the United Nations Convention on the International Sale of Goods. The terms of this Agreement are severable. If any term is unenforceable for any reason, that term will be enforced to the fullest extent possible, and the Agreement will remain in effect. The Product and any related technical data are provided with restricted rights.
All copyrights to the Product and Trademarks are exclusively owned by the Licensor. All rights not expressly granted here are reserved by the Licensor.
This Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Product is licensed, not sold.
If you have any questions regarding this license or other uses, please contact email@example.com