READ THIS LICENSE CAREFULLY BEFORE INSTALLING THIS SOFTWARE. INSTALLING THIS SOFTWARE MEANS THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE YOU MUST PROMPTLY DELETE AND DESTROY ALL COPIES OF THE SOFTWARE. THE FORM OF THIS LICENSE MAY CHANGE FROM TIME TO TIME. BY ACCEPTING THE TERMS OF THIS LICENSE, YOU ACKNOWLEDGE THAT THE CHANGES MADE FROM TIME TO TIME WILL BE BINDING ON YOU. ANY REVISIONS TO THE FORM OF LICENSE WILL BE POSTED ON THE QUICKSTICKZ WEBSITE (WWW.QUICKSTICKZ.COM). YOU AGREE TO BE BOUND BY THE MOST CURRENT VERSION OF THE LICENSE POSTED ON THAT SITE.
License. The application, demonstration, system and other software and data accompanying this License, whether on disk, in read-only memory, or on any other media, together with the related documentation, and all upgrades and updates of and to any of the above, (collectively, the “Software”) are licensed to you by Skillz Systems Inc., hereafter referred to as “Skillz”. Once you have agreed to be bound by the terms of this License, Skillz will ship to you the hardware components (collectively, the “Hardware”) which are required in order to use the QuickStickz system. QuickStickz system includes certain hosting services (e.g. the services required to maintain the database of statistics generated by the use of QuickStickz). The Software, Hardware and Services are hereinafter sometimes referred to collectively as the “Components”. Skillz owns or licenses the Components, all of which is protected by American, Canadian and foreign intellectual property laws. Skillz retains full and complete title to QuickStickz and all updates and upgrades regardless of the media or form in which the copies may exist, including copies made in violation of the terms of this License.
Rights and Restrictions on Use. In consideration of your paying the license fee and monthly recurring charges (which may be changed from time to time), this License allows you a non-exclusive, personal, non-assignable, non-transferrable, revocable license and right to use QuickStickz for recreational purposes (and not for commercial purposes). You may: (a) use QuickStickz, where “use” means load, transmit, execute, store or display the Software in the form provided to you by Skillz, directly on a single computer. Where the Software is installed on a computer one master account profile and four additional profiles may be set-up and used under this License. The Components include confidential information which you agree to keep strictly confidential and neither disclose nor use for any purpose other than the limited use of QuickStickz in accordance with this License. You will not: (a) use, copy, reproduce or transfer any element of the Components other than as set out above or, without limiting the generality of the foregoing, adapt, reverse engineer, decompile, disassemble, translate or modify any element of the Components in any way whatsoever, nor will you create derivative works based on any element of the Components; (b) remove or alter ownership and copyright notices embedded in or on the Components; (c) use, ship, transfer, export or re-export the Components except as authorized and permitted by the laws and regulations of the jurisdiction in which you are using QuickStickz, the United States and Canada; or (d) permit any third party to violate the terms and conditions of this License.
Term. This License is effective for the period for which copyright subsists in the Software. This License may be terminated by Skillz: (a) if you destroy the Components together with all copies, modifications and merged portions in any form; (b) automatically, if you make an unauthorized transfer or an unauthorized use of QuickStickz or this License; (c) if you fail to comply with any material provision of this License and do not correct such failure within thirty (30) days after written notice of such failure to comply is forwarded to you by email or ordinary mail; (d) in the event of the liquidation or insolvency of, the appointment of a receiver or similar officer for, or the assignment for the benefit of creditors by either party, or the filing of a petition in bankruptcy by or against either party; or (e) your failing to pay the fees imposed by Skillz from time to time. Upon termination you will have no further right to the Components and must return them to Skillz, or provide Skillz with evidence that the Components, and each and every copy thereof, has been destroyed.
Limited Warranty. Skillz warrants to the person who downloads and installs the Software that, if installed and used in accordance with Skillz's express instructions, the Components will substantially perform those functions described in Skillz's documentation. This limited warranty will survive for a period of 90 days with respect to the Software and one year with respect to the Hardware. Each limited warranty period will commence on the date that the Hardware is shipped to you, SKILLZ DOES NOT, HOWEVER, WARRANT THAT YOUR USE OF THE COMPONENTS WILL BE ERROR FREE, VIRUS FREE OR SECURE. If you make any valid claim of defect during this one (1) year period, Skillz will provide a replacement provided however that you return the component in question to Skillz at your own expense. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY NOT APPLY TO YOU. OTHER THAN THE SPECIFIC WARRANTIES PROVIDED ABOVE, THE COMPONENTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. SKILLZ DOES NOT REPRESENT OR WARRANT THAT THE COMPONENTS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF QUICKSTICKZ WILL BE CONTINUOUS OR ERROR FREE, VIRUS FREE OR THAT ANY DEFECTS ARE CORRECTABLE. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SKILLZ, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY THAT IN ANY WAY INCREASES THE SCOPE OF THIS LIMITED WARRANTY. THIS LIMITED WARRANTY GIVES YOU SPECIFIED LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Limited Liability. YOU ARE RESPONSIBLE FOR THE SELECTION, USE OF AND RESULTS OBTAINED FROM QUICKSTICKZ. UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW, SKILLZ AND ITS RELATED COMPANIES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OR PHYSICAL HARM RESULTING FROM THE USE OF QUICKSTICKZ HOWEVER CAUSED INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL LOSS OR DAMAGE, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS, LOST DATA, LOSS OF COMPUTER TIME, FAILURE TO REALIZE EXPECTED IMPROVEMENT OF SKILLS, AND ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND AND ARISING IN CONSEQUENCE OF SKILLZ'S PERFORMANCE, FAILURE TO PERFORM, OR OTHER BREACH UNDER THIS LICENSE, IRRESPECTIVE OF WHETHER SKILLZ HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. SKILLZ'S TOTAL LIABILITY INCLUDING, BUT NOT LIMITED TO, ANY POSSIBLE LIABILITY FOR INDEMNITY, DEFENCE AND HOLD HARMLESS OBLIGATIONS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO SKILLZ UNDER THIS LICENSE.
Allocation of Risk. YOU AGREE THAT THE ABOVE WARRANTIES AND LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK AMONG THE PARTIES AND THE PRICE OF QUICKSTICKZ.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS SKILLZ FROM AND AGAINST ANY CLAIM IN EXCESS OF THE LIMITATION SET FORTH ABOVE, AND THIS LIMITATION SHALL APPLY EVEN IN THE EVENT OF BREACH OF CONTRACT, ACTIVE OR PASSIVE NEGLIGENCE, OR OTHERWISE OF SKILLZ, OR ANY CLAIM OF FAILURE OF ESSENTIAL PURPOSE.
Assignment by Skillz. Skillz may assign this Agreement to a third party. In the event of such an assignment, a notice will be posted on the Skillz website.
General. This License constitutes the entire agreement between you and Skillz with respect to the Use of QuickStickz. Any controversy in relation to this License or arising hereunder shall be governed by and interpreted in accordance with the laws of the province of Nova Scotia, Canada without regard to conflict of laws principles. The parties to this License agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this License and its application is expressly excluded. No waiver or modification of any of the terms of this License shall be valid unless made in writing and signed by Skillz. Should any provision of this License be found by a court of competent jurisdiction to be illegal, void or otherwise unenforceable such provision shall be severed from the rest of this License and the rest of this License shall remain in full force and effect, and be binding upon you and Skillz as though the said provision or provisions had never been included. This Article and Articles 2, 3, 4, 5, 6, 7, 8, and 9 shall survive the termination of this License for any reason. Should you have any questions concerning this License you may contact Skillz by writing to 2536 Kline Street, Halifax, Nova Scotia, Canada, B3L 2X5
Last updated: November 10th, 2009
© 2012 Skillz Systems. Patent Pending.
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