Gizmoz Talking Headz distribution permissions and end-user license agreement

GIZMOZ TALKING HEADZ END USER LICENSE AGREEMENT
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Welcome to the Talking Headz License Agreement ("License"), which describes the terms and conditions which apply to your use of Talking Headz software and related services and documentation ("Software"). Please note that this License is a legally binding agreement between you and Gizmoz, Inc. ("Gizmoz"), by using this Software, you agree to be bound by this License. If you do not agree with the License, please do not install the Software or discontinue using the Software and uninstall it pursuant to the procedures identified below.
Also note that this License is subject to revision by GIZMOZ from time-to-time and that your continued use of the Software will be subject to any such terms and conditions revisions. Accordingly, please review the License periodically (which is available on GIZMOZ`s website at http://www.GIZMOZ.com/) to ensure that you are familiar with any revisions and that they are acceptable to you.

1. Grant of Limited License.

Subject to the terms and conditions of this License, GIZMOZ hereby grants to you a non-exclusive, non-transferable, non-sublicenseable, personal and limited license solely to install and use the Software on a single computer to view or interact with content, such as artwork, pictures, text, video, audio, media files, programs, or applications, accessed by the Software including without limitation, any files in a TALKING HEADZ file format ("Content").

2. Restrictions on Limited License.

Please note that this License does not authorize you to use the Software or any Content in any manner other than as expressly set forth in this License. You also specifically agree to not:

* use the Software or any Content for any commercial purpose.
* decompile, reverse engineer, disassemble or otherwise deconstruct the Software, or any Content, except to the extent expressly mandated by applicable law or authorized by GIZMOZ`s prior written agreement.
* modify, rent, lease, loan, sublicense, distribute, transmit, share (over a network or otherwise) or create derivative works based upon, the Software or any Content, or assign or otherwise transfer your rights under this License, except pursuant to a GIZMOZ Distribution License Agreement executed by GIZMOZ.
* disable, uninstall or otherwise impair the functionality of the Software, in whole or in part, except through implementation of the uninstall instructions provided below.

3. Updates.

. GIZMOZ may, but is not required to provide you updates to the Software, and to the extent GIZMOZ does provide updates to the Software, the updates and the updated Software will be subject to all the terms and conditions of this License, as revised from time-to-time, or any additional License accompanying the updates.

4. Title.

Title, ownership, rights, and intellectual property rights, including any patent rights, in and to the Software, will remain in GIZMOZ and its licensors or suppliers, and title, ownership rights and intellectual property rights in and to the Content will be retained by the applicable owner of the Content. GIZMOZ and its licensors and suppliers reserve all rights not expressly granted to you, including without limitation copyright and other intellectual property rights. GIZMOZ`s licensors and suppliers are intended third party beneficiaries of this License and have the express right to rely upon and directly enforce its terms.

5. Warranty.

GIZMOZ warrants to you that the media or computer file that contains the Software or Content will be uncorrupted when you receive it. If any portion of the Software, GIZMOZ Files or Content is corrupted when you receive it, your exclusive remedy, and GIZMOZ`s entire liability in contract, tort, or otherwise, will be to use commercially reasonable efforts to provide uncorrupted media or an uncorrupted file to you or, in GIZMOZ`s sole discretion, to reimburse you the amount paid by you to GIZMOZ for the Software.
Warranty Disclaimer. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 5, GIZMOZ MAKES NO ADDITIONAL REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY. GIZMOZ EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. GIZMOZ DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE SOFTWARE, GIZMOZ FILES OR CONTENT. GIZMOZ DOES NOT WARRANT THAT THE SOFTWARE, GIZMOZ FILES OR CONTENT ARE ERROR-FREE OR THAT OPERATION OF THE SOFTWARE OR CONTENT WILL BE SECURE OR UNINTERRUPTED. YOU WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF GIZMOZ TO ANY THIRD PARTY.

6. Limitations of Liability.

Disclaimer of Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, GIZMOZ AND ITS SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THE SOFTWARE, GIZMOZ FILES OR CONTENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF GIZMOZ HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. GIZMOZ`S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS LICENSE (REGARDLESS OF WHETHER ANY ACTION OR CLTALKING HEADZ IS BASED ON CONTRACT, TORT OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO GIZMOZ FOR THE SOFTWARE AND CONTENT.

7. Termination.

Your rights under this License will terminate automatically if you fail to comply with any of the terms and conditions of this License. No notice will be required from GIZMOZ to effectuate such termination. Upon termination, you must destroy all copies of the Software.


8. Indemnification.

You agree to indemnify, defend and hold GIZMOZ and its officers, directors and employees harmless from and against any losses, damages, fines and expenses (including attorneys` fees and costs) arising out of or relating to any claims that you have violated any term or condition of this License or have breached any representation made by you in connection with the grant of this License.

9. Feedback.

Any comments or materials sent to GIZMOZ including feedback data, such as questions, comments, suggestions, or the like regarding the Software, Content or any other products or programs of GIZMOZ, or proposed products or programs (collectively "Feedback"), will be deemed to be non-confidential. GIZMOZ will have no obligation of any kind with respect to Feedback and will be free to reproduce, use, disclose, exhibit, display, transform, create derivative works, and distribute the Feedback to others without limitation. Further, GIZMOZ will be free to use any ideas, concepts, know-how or techniques contained in Feedback for any purpose, including but not limited to developing, manufacturing, and marketing products incorporating Feedback.

10. Privacy.

Our policies regarding personal and other information collection are available for review at http://www.GIZMOZ.com/TALKING HEADZ_privacy/.
GIZMOZ`s Privacy Policies may be updated from time to time and by your election to use the Software you indicate your acceptance of their terms, as so revised, so please review the Policies carefully and regularly check the GIZMOZ website to review updates.

11. Miscellaneous.

This License Agreement constitutes the complete and exclusive agreement between you and GIZMOZ, and supersedes any proposal or prior agreement, oral or written, and any other communications between us relating to the subject matter of this License. Any rights not expressly granted in this License are reserved. If any provision of this License is held to be unenforceable for any reason, the provision will be reformed only to the extent necessary to make it enforceable, and the decision will not affect the enforceability of the remaining provisions. This License will be governed by the laws of the State of Miami, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state and federal courts sitting in Miami, Florida, USA. Any and all unresolved disputes arising under this License will be submitted to arbitration in Miami Florida, USA. The arbitration will be conducted under the rules then prevailing of JAMS/Endispute. The arbitrator`s award will be binding and may be entered as a judgment in any court of competent jurisdiction. You acknowledge that a violation of this License may cause irreparable harm to GIZMOZ, and you agree that, in addition to any other remedies provided by law, GIZMOZ will be entitled to seek injunctive relief against any such violation without having to post a bond. This License will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.

© 2005 GIZMOZ, Inc. and/or its suppliers. 503, 12th Street Suite #7 Miami Beach, FL 33139 USA
All rights reserved. GIZMOZ and the GIZMOZ and TALKING HEADZ logos are trademarks of GIZMOZ, Inc.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS LICENSE.

IF YOU HAVE ANY QUESTIONS OR CONCERNS DO NOT INSTALL THE SOFTWARE, INSTEAD CONTACT GIZMOZ AT http://www.GIZMOZ.com. IF YOU HAVE ALREADY INSTALLED THE SOFTWARE, DISCONTINUE ITS USE AND UNINSTALL THE SOFTWARE BY GOING TO THE WINDOWS CONTROL PANEL, AND USING THE STANDARD ADD OR REMOVE PROGRAMS FEATURE. PLEASE NOTE THAT IF YOU UNINSTALL THE SOFTWARE, IN WHOLE OR IN PART, IN ANY OTHER MANNER, YOU MAY ADVERSELY AFFECT YOUR COMPUTER`S FUNCTIONALITY.

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