IMPORTANT – THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU” OR THE “AUTHORIZED USER”) AND PRECISION TRANSLATION TOOLS (“PTTOOLS”), A PRIVATE LIMITED COMPANY IN THE REPUBLIC OF SINGAPORE, 73 UPPER PAYA LEBAR ROAD #08-01M, CENTRO BIANCO, SINGAPORE 534818. BEFORE DOWNLOADING, ACCESSING, OR USING ANY PART OF THE LICENSED SOFTWARE, YOU SHOULD READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS CONTAINED IN THIS END-USER LICENSE AGREEMENT (“EULA”) AS THEY GOVERN YOUR ACCESS TO AND USE OF THE SOFTWARE (COLLECTIVELY, “LICENSED SOFTWARE”). PTTOOLS IS WILLING TO LICENSE AND ALLOW THE USE OF THIS LICENSED SOFTWARE ONLY ON THE CONDITION THAT YOU ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS EULA. IF YOU DO NOT AGREE WITH THIS EULA, YOU ARE NOT GRANTED PERMISSION TO ACCESS OR OTHERWISE USE THE LICENSED SOFTWARE.

TERMS AND CONDITIONS

  1. LICENSE GRANT. The Licensed Software is provided by PTTOOLS, and this EULA provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-transferable license to use the Licensed Software conditioned on your continued compliance with the terms and conditions of this EULA. This EULA permits you as a single user to install, use and access for personal or business purposes only the Licensed Software on as many computers as your license allows and no more. You may also load information from the Licensed Software into your laptop’s, workstation’s, or computer’s temporary memory (RAM) and print and download materials and information from the Licensed Software’s documentation solely for your personal or business use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. If you are using the Licensed Software on behalf of a company or other form of entity, please note that such a company or entity may have a separate agreement with PTTOOLS regarding access and usage privileges for the Licensed Software. Nevertheless, your personal use of the Licensed Software will be subject to the obligations and restrictions regarding use of the Licensed Software as set forth in this EULA.

  1. RESTRICTIONS. The foregoing license is limited. You may not use, copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, alter, license, sublicense, or commercially exploit any data provided by PTTOOLS through the Licensed Software in any manner not expressly permitted by this EULA. In addition, you may not modify, translate, decompile, create any derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Licensed Software.

  1. USER OBLIGATIONS. By downloading, accessing, or using the Licensed Software, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Licensed Software, including, without limitation, when you provide information via an online registration or submission form. You agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Licensed Software. This EULA is also expressly made subject to any applicable export laws, orders, restrictions, or regulations. Additionally, if the Licensed Software contains any Free/Open Source Software, you agree to comply with the applicable Open Source Software license and, to forward changes to the source or object code of the Open Source Software as required by the Open Source Software license.

  1. PROPRIETARY RIGHTS. This EULA provides only a limited license to access and use the Licensed Software. Accordingly, you expressly acknowledge and agree that PTTOOLS transfers no ownership or intellectual property interest or title in and to the Licensed Software to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the Licensed Software, unless otherwise indicated, are owned, controlled, and licensed by PTTOOLS and its successors and assigns and are protected by law including, but not limited to, applicable United States and any foreign copyright, trade secret, patent, and trademark law, as well as other state, national, and international laws and regulations. Except as expressly provided herein, PTTOOLS does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the Licensed Software may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes. PTTOOLS, the PTTOOLS logo, and all other names, logos, and icons identifying PTTOOLS and its programs, products, and services are proprietary trademarks of PTTOOLS, and any use of such marks, including, without limitation, as domain names, without the express written permission of PTTOOLS is strictly prohibited. Other service and entity names mentioned herein may be the trademarks and/or service marks of their respective owners.

  1. FEEDBACK AND SUBMISSIONS. PTTOOLS welcomes your feedback and suggestions about PTTOOLS’ products or services or the Licensed Software. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to PTTOOLS, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to PTTOOLS and enable PTTOOLS to use such feedback. In addition, any derivative works, feedback, modifications, amendments or changes to the Licensed Software or Open Source Software received directly by PTTOOLS through the Internet or public domain will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for PTTOOLS to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.

  1. DISCLAIMER. WHILE PTTOOLS ENDEAVORS TO PROVIDE RELIABLE INFORMATION, SERVICES, PROGRAMS, SOFTWARE, AND MATERIALS, THE LICENSED SOFTWARE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. YOU ASSUME THE SOLE RISK OF MAKING USE OF THE LICENSED SOFTWARE. PTTOOLS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RESULTS THAT CAN BE ACHIEVED FROM OR THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE LICENSED SOFTWARE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY GOVERNMENTAL ENTITY. PTTOOLS ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THE LICENSED SOFTWARE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY DOWNLOADABLE FILES OR INFORMATION WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.

  1. LIMITATION OF LIABILITY. You expressly absolve and release PTTOOLS and any partners, software developers, agents or representatives (collectively “Associates”) from any claim of harm resulting from a cause beyond PTTOOLS’ control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, IN NO EVENT SHALL PTTOOLS OR ITS ASSOCIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE LICENSED SOFTWARE, WITH THE DELAY OR INABILITY TO USE THE LICENSED SOFTWARE, OR FOR ANY INFORMATION, SERVICES, PROGRAMS, PRODUCTS, AND MATERIALS AVAILABLE THROUGH THE PTTOOLS OR LICENSED SOFTWARE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF PTTOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME GOVERNMENTS, STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. NOTWITHSTANDING THE FOREGOING, TOTAL LIABILITY OF PTTOOLS FOR ANY REASON WHATSOEVER RELATED TO USE OF THE LICENSED SOFTWARE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PTTOOLS IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE DURING THE PRIOR THREE MONTHS.

  1. INDEMNITY. You agree to defend, indemnify, and hold harmless PTTOOLS, affiliates and Associates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this EULA.

  1. GOVERNING LAW. This EULA has been made in and will be construed and enforced solely in accordance with the laws of the Republic of Singapore as applied to agreements entered into and completely performed in the Republic of Singapore. If the Licensed Software is sold for use or used outside the Republic of Singapore, You and PTTOOLS each agree to submit to exclusive subject matter jurisdiction, personal jurisdiction, and venue of the courts in Singapore for any disputes between us under or arising out of this EULA. You also agree to waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this EULA and acknowledge that either party may seek attorney’s fees in any proceeding. Any claim you might have against PTTOOLS must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. PTTOOLS makes no representation that the Licensed Software is appropriate or available for use in other locations outside the Republic of Singapore, and access to the Licensed Software from a soverignty or jourisdiction where any aspect of the Licensed Software is illegal is prohibited. You access the Licensed Software on your own volition and are responsible for compliance with all applicable laws with respect to your access and use of the Licensed Software. A printed version of this EULA and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this EULA to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact PTTOOLS if you wish to receive a printed copy of this EULA.

  1. TERM AND TERMINATION. This EULA and your right to use the Licensed Software will take effect at the moment you click “I accept these agreements” or you install, access, or use the Licensed Software and is effective until terminated as set forth below. This EULA will terminate automatically if you click “I do not accept these agreements“. In addition, PTTOOLS reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this EULA, to deny your access to the Licensed Software or to any portion thereof in order to protect its name and goodwill, its business, and/or other Authorized Users, and this EULA will also terminate automatically if you fail to comply with this EULA, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this EULA at any time by ceasing to use the Licensed Software, but all applicable provisions of this EULA will survive termination, as identified below. Upon termination, you must destroy all copies of any aspect of the Licensed Software in your possession. In addition to the miscellaneous section below, the provisions concerning PTTOOLS’ proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of this EULA for any reason.

  1. MISCELLANEOUS. You acknowledge that any breach, threatened or actual, of this EULA will cause irreparable injury to PTTOOLS, such injury would not be quantifiable in monetary damages, and PTTOOLS would not have an adequate remedy at law. You therefore agree that PTTOOLS shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this EULA. Accordingly, you hereby waive any requirement that PTTOOLS post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to PTTOOLS to enforce any provision of this EULA. The parties agree that this EULA is for the benefit of the parties hereto as well as PTTOOLS’ licensors. Accordingly, this EULA is personal to you, and you may not assign your rights or obligations to any other person or entity without PTTOOLS’ prior written consent. Failure by PTTOOLS to insist on strict performance of any of the terms and conditions of this EULA will not operate as a waiver by PTTOOLS of that or any subsequent default or failure of performance. If any provision (or part thereof) contained in this EULA is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language. No joint venture, partnership, employment, or agency relationship exists between you and PTTOOLS as a result of this EULA or your utilization of the Licensed Software. Headings herein are for convenience only. This EULA represents the entire agreement between you and PTTOOLS with respect to use of the Licensed Software, and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between you and PTTOOLS and its affiliates and Associates with respect to the Licensed Software.

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