LICENSE TERMS AND CONDITIONS  

In electing to download and use ChatterBox  (“Firmware”) from Altware Development, LLC, (“Company”) all of the following terms and conditions apply.  If any of these terms and conditions are not acceptable to the User, then the license to use the Firmware is revoked and voided.  

 1. Grant of License 

Upon the terms and conditions hereof, Company grants to User a license to use the Firmware in its communications systems.  User shall not use Firmware in connection with any other products or services.  User may not permit or authorize others to use the Firmware except upon the prior express written approval of Company, which may be unreasonably withheld. 

Company reserves the right to terminate the license to use the Firmware if Company determines, in its sole discretion, that User is making unsuitable/inappropriate use of the Firmware. 

 2. Ownership of the Firmware 

Company represents that all rights to the Firmware are owned by Company and are in use by Company; there are no pending claims, actions or judicial or other adversary proceedings involving any of them; Company has the right and authority to grant the License; and that the License does not infringe upon any third-party intellectual property.  User acknowledges that Company owns the Firmware.  User shall do nothing inconsistent with Company’s ownership of the Firmware and any subsequent registrations therefor. Nothing in this Agreement shall give User any right, title, or interest in the Firmware other than the License to use the Firmware, in accordance with these terms and conditions.  User shall not contest Company’s title to the Firmware.  User further acknowledges that the firmware is owned by Company, and User shall do nothing inconsistent with Company’s ownership of the Firmware. 

 3. Term and Termination. 

 (a) The License and consent granted by this Agreement shall continue perpetually for so long  as user is in compliance with all terms and conditions herein, until the date that User no longer uses the Firmware, User ceases to be a going concern, or User assigns its rights, duties and obligations hereunder unless such an assignment is first approved, in writing, by Company.  

 4. Disclaimers.  

User agrees that it is solely responsible for its use of the Firmware, and that Company has no liability for anything User does with the Firmware 

Additionally, User is solely responsible for ensuring that ue of the firmware is in full compliance with all applicable laws, rule, regulations and ordinances., including but not limited to FCC regulations 

TO THE FULLEST EXTENT PERMITTED BY LAW, THE FIRMWARE PROVIDED BY OR THROUGH THE COMPANY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGES 

User assumes all risk and liability which may arise from any malfunction of the Firmware or ay devises which use the Firmware.

5. Form Of Use. 

User shall use the Firmware only in the form and manner approved by Company.  After the form and manner of use have been approved by Company, User shall not materially depart therefrom without Company’s prior written approval and, Company shall not change, revoke, or modify its prior approval.

6. Indemnification and Enforcement. 

(a) User hereby indemnifies Company and undertakes to defend Company and hold it harmless from occurrences resulting in any claims, suits, loss, damage, and costs (including reasonable attorney fees and expenses) arising out of User’s use of the Firmware. 

 (b) Company hereby represents that it has the right to grant the License as provided in this Agreement.  Company shall indemnify User and hold it harmless from and against any claims, suits, loss, damage, and costs (including any reasonable attorney fees and expenses) arising out of a breach of the foregoing representation, including any claims, alleging infringement of another trademark by User’s licensed use of the Firmware.  

TO THE FULLEST EXTENT PERMITTED BY LAW, THE FIRMWARE PROVIDED BY OR THROUGH THE COMPANY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, COVER, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING LOSS OF REVENUE, PROFITS, OR BUSINESS, ANY LOSS OF GOODWILL OR REPUTATION, OR THE COSTS OF SUBSTITUTE GOODS OR SERVICES, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGES 

  7. Use Of Firmware After Termination. 

Upon termination of the License to use the Firmware, User shall immediately cease using the Firmware in any manner whatsoever. 

 8. Independent Relationship. 

User is an independent entity relative to Company, and not an employee, partner, agent, franchisee, or joint venturer of Company for any purpose.  No agent, employee, or servant of User shall be or shall be deemed to be the employee, agent, or servant of Company.  The manner and means of conducting User’s business is under the sole control of User subject to User’s obligations under these terms and conditions.  User acknowledges that it shall have no relationship with Company other than the permissive relationship provided by this License;   that, other than subject to the terms herein, Company shall have no interest or involvement in how User uses the Firmware.. 

Neither User nor any of its officers, directors, employees, or agents shall have, nor shall any one of them represent themselves as having, any authority to make contracts in the name of or binding on Company, to pledge Company’s credit, to extend credit in Company’s name, or to make warranties of guarantees by Company or on its behalf respecting the products, without first receiving express permission and authority in writing from Company.

9. Applicable Law. 

This Agreement shall be governed by the laws of the State of Indiana applicable to contracts made and to be wholly performed in the State of Indiana.  Any and all litigation between the parties pertaining to or arising out of this Agreement or the transactions provided for in it, shall be brought and maintained only in the courts of the State of Indiana located in Adams County and the parties irrevocably consent to the subject matter and personal jurisdiction of such courts and waive all rights to a trial by jury as to all or any part of any such litigation. 

 10. Waiver.  

Failure of Company to insist on strict compliance with any of the provisions of this Agreement shall not constitute waiver of that party’s right to demand later compliance with the same or other provisions of this Agreement. 

 11. Binding Effect. 

The terms and conditions herein shall be binding upon and inure to the benefit of the heirs, successors, and assigns of Company and any User of the Firmware.