Thoughtslinger: Simultaneous Group Editing

Thoughtslinger Beta End User License Agreement

Last Updated: May 1, 2008

PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. BY COPYING, INSTALLING OR USING THE THOUGHTSLINGER SOFTWARE, YOU ARE AGREEING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT ("TERMS"). YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS, DO NOT USE THE SOFTWARE. CLICK "DISAGREE/CANCEL".

Thoughtslinger Corporation ("Thoughtslinger") reserves the right, in its sole discretion, to change or modify any of the Terms at any time. When these changes are made, Thoughtslinger will post the revised Agreement on its website located at www.thoughtslinger.com (the “Site”) and will indicate the date this Agreement was last revised. Your use of the Software is subject to the most current version of the Terms posted on the Site at the time of such use and your continued use of the Software after any such changes constitutes your acceptance of and agreement to such updated Terms. Please regularly check the Site to view the then-current Terms.

1. Definitions

(a) "Software" means the Thoughtslinger software that accompanies this Agreement together with any associated media, documentation, and Updates.

(b) "Updates" means any updates, upgrades, fixes, patches or new versions of the Software.

(d) "Content" means information, data, text, images, messages, or other materials uploaded, downloaded, posted, sent, received or created through the use of the Software.

2. Grant of License

Subject to the Terms, Thoughtslinger grants you a personal, limited, non-exclusive, non-transferable license to use the executable code version of the Software. The Software is licensed, but is not sold to you. Your license of, use of and access to the Software is conditioned upon your compliance with the Terms.

3. Reservation of Rights and Ownership

Thoughtslinger owns the right, title and interest, for all jurisdictions, to all intellectual property in the Software, including all copyrights in and to the Software and all copies thereof. Your rights to use the Software are specified in this Agreement and Thoughtslinger reserves all rights not expressly granted to you. The Software is protected by copyright and other intellectual property laws and by international treaties. The terms "Thoughtslinger" and "Simultaneity Engine" are registered trademarks of Thoughtslinger. The Software is protected by U.S. Patent No. 7,249,314.

4. Restrictions

(a) You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, or algorithms of the Software.

(b) You agree not to decipher or in any way ascertain or obtain the Protocol, and you agree not to decrypt or modify any data transmitted or received through the use of the Software.

(c) You agree not to make any copies of the Software (other than an archival copy), and you agree not to electronically transfer the Software from one computer to another by any means, including transmitting over a network.

(d) You agree that the Software is made available to you for your personal, non-commercial use only and you agree not to sell, trade, assign, rent, lend, lease, distribute, sublicense or otherwise transfer the Software, in whole or in part, in any form to any third party.

(e) You agree not to alter, merge, modify, adapt or translate the Software, and you agree not to create derivative works based upon the Software.

(f) You agree not to use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a manner similar to the Software.

(g) You agree not to remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.

(h) You agree not to use the Software in any manner that could impair or interfere with any other individual's use of the Software.

(i) You agree not to authorize, allow or assist any third party to do any of the things described in this section.

5. Fees

Subject to Section 14 (Termination) herein, the Software is provided without charge to you. Thoughtslinger may change its fees and payment policies for the Software from time to time.

6. Member Account, Password, and Security

To register for the Software, you must complete the registration process by providing Thoughtslinger with current, complete and accurate information as prompted by the registration form, including your username and password. You shall protect your password and you are solely responsible for any and all activities that occur under your account. You agree to notify Thoughtslinger immediately upon learning of any unauthorized use of your account or any other breach of security.

7. Automatic Updates

The Software connects via the Internet to Thoughtslinger servers automatically, without separate notice to you. You agree that Thoughtslinger may automatically check your version of the Software and may provide Updates that will be automatically downloaded to your computer. You understand and acknowledge that if you choose not to accept an Update, you may be unable to continue to use the Software or access or recover Content stored on your or any other computer.

8. Feedback

By submitting any comments, feedback, or suggestions ("Feedback") to Thoughtslinger, you warrant and represent that you own or otherwise control the rights necessary to do so. You agree that Thoughtslinger may use such Feedback in any manner and without limitation and that any such Feedback will become the property of Thoughtslinger.

9. Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITH NO WARRANTIES WHATSOEVER. THOUGHTSLINGER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THOUGHTSLINGER DISCLAIMS ANY WARRANTIES REGARDING RELIABILITY, AVAILABILITY, ACCURACY, SECURITY, AND PERFORMANCE. IN PARTICULAR, THOUGHTSLINGER DOES NOT WARRANT THAT THE SOFTWARE IS ERROR FREE, IS ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, IS ABLE TO MEET ANY REQUIREMENTS OF YOU OR ANYONE ELSE, IS COMPLETELY SECURE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL THOUGHTSLINGER BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF INCOME, FOR LOSS OF PROFITS, FOR LOSS OF PRIVACY, FOR LOSS OF BUSINESS (WHETHER DIRECT OR INDIRECT), FOR BUSINESS INTERRUPTION, FOR LOSS OF OR CORRUPTION TO DATA, FOR NEGLIGENCE, FOR COMPUTER FAILURE, FOR PERSONAL INJURY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSSES WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE. THIS LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY LOSS, DAMAGES, CLAIMS OR COSTS WHICH MAY BE INCURRED AS A RESULT OF ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE SOFTWARE, THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY THOUGHTSLINGER FOR ANY REASON, AND THE RELEASE OF OR THE FAILURE TO RELEASE NEW VERSIONS OF THE SOFTWARE TO YOU. THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER BASIS, EVEN IF THOUGHTSLINGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

11. Remedy

If you are dissatisfied with any portion of the Software, or with any of the Terms, your sole and exclusive remedy is to uninstall and discontinue using the Software.

12. Indemnification

You agree to indemnify and hold harmless Thoughtslinger, its parents, affiliates, officers, directors, agents, employees and suppliers from and against any claim, demand or damage of any kind, including litigation costs and attorneys' fees, asserted by you or by any third party arising from or in any way related to your use or misuse of the Software or your violation of any term or condition of this Agreement.

13. Termination

Either party may terminate this Agreement at any time and for any reason, with or without notice. In the event of termination of this Agreement, you agree to destroy all copies of the Software and you agree to be bound by the terms of the following sections, which will remain in full force and effect with respect to you: 1, 3, 4, 9, 10, 12, 13, 14.

Thoughtslinger reserves the right to discontinue any Internet-based services provided to you or made available to you through the use of the Software.

14. General

This Agreement is governed by the laws in force in the Province of Ontario, Canada. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the Software. Use of the Software is unauthorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation this paragraph. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If any provision of this Agreement is held to be void, invalid, unenforceable, or illegal, the other provisions shall continue in full force and effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between you and Thoughtslinger with respect to the Software and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between you and Thoughtslinger with respect to the Software. You may not assign or transfer this Agreement or your rights hereunder, and any attempt to the contrary is void. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Thoughtslinger as a result of this Agreement or use of the Software. Thoughtslinger's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Thoughtslinger's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by Thoughtslinger with respect to such use. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You acknowledge that the Software, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of Canada. You agree not to export or re-export the Software, directly or indirectly, to any countries that are subject to Canadian export restrictions.

The parties hereby confirm that they have requested that this License and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents connexes soient rédigés en anglais.