THE TERM CallDevil AS USED IN THIS AGREEMENT SHALL INCLUDE CallDevil CORPORATION AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, SERVANTS AND AGENTS, AND FOR THE PURPOSES OF SECTION 9 AND 10 ONLY ALSO INCLUDES ANY OTHER SERVICE PROVIDER, THAT FURNISHES SERVICES OR DEVICES TO YOU IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. Your registration data and certain other information about you are subject to our Privacy Policy. For more information, see our full privacy policy at privacy. CallDevil may change this Agreement by posting a new version without notice to you. Use of the CallDevil Softphone software product and all future updated or upgraded programs furnished to you by CallDevil (the "Software") after such change constitutes acceptance of such changes. Some product updates and upgrades are mandatory and will be so indicated. If you do not agree to such changes, you are deemed to have received notice of termination and must comply with section 8 of this Agreement.

1. PERMITTED USE

By accepting the terms of this Agreement, you represent to CallDevil that you are at least 18 years old and CallDevil hereby grants to you a worldwide, personal, non-transferable, non-sublicenseable and non-exclusive right to use the Software, solely in object code format, solely for your own personal purposes, solely on a single computer at any one time, solely in its supported form and solely with CallDevil's service. This Agreement defines legal use of the Software, all updates and revisions.

2. RESTRICTIONS ON USE

You agree that you will not: (a) copy the Software except that you may make one copy of the Software solely for backup purposes; (b) assign this Agreement or transfer, lease, export or grant a sublicense of the Software or the license contained herein to any other party unless authorized by CallDevil in writing; (c) network the Software or otherwise use it on more than one computer system at any one time; (d) reverse engineer, decompile or disassemble the Software or create derivative works or improvements from the Software or any portion thereof; (e) incorporate the Software into any computer chip or the firmware of a computing device manufactured by or for you, (f) use the Software except as authorized herein; and (g) permit third parties to use the Software in any way that would constitute breach of this Agreement. You further agree to keep confidential the user id, passwords and all other personal access information associated with your account, which are provided for your sole use. You hereby accept responsibility for all activity performed by you or anyone using your access information with or without your authorization.
THE SOFTWARE IS PROVIDED FOR PERSONAL USE ONLY. ANY COMMERCIAL USE OF THE SOFTWARE IS FORBIDDEN AND WILL RESULT IN IMMEDIATE TERMINATION OF THE SERVICE AT THE SOLE DISCRETION OF CallDevil. USAGE PATTERNS INCONSISTENT WITH PERSONAL USE AS DETERMINED SOLELY BY CallDevil WILL BE DEEMED COMMERCIAL USE.

3. ACCESSING 911 SERVICE.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE DOES NOT SUPPORT TRADITIONAL 911 EMERGENCY SERVICES. You also hereby acknowledge and agree with the 911 procedures as more particularly outlined below, as a condition of registration completion. By completing registration and activating the service you acknowledge that you have read, understand and accept the 911 procedures as outlined below, and the limitations thereof, as compared with traditional 911 emergency service. You also acknowledge that USE of the Software is subject to prior acceptance of the 911 procedures described herein.

911 and E911 service is NOT supported by the Software. In the event of an emergency, subscribers must call 911 emergency services from a regular (PSTN) landline or cell phone only.

You are reminded that our service can be taken with you wherever you take your computer and connect to the Internet. It is your responsibility to insure that you have 911 calling capability from an available regular (public telephone network service) landline or cell phone.

YOU AGREE TO NOTIFY ANY USER WHO MAY PLACE CALLS USING YOUR SERVICE, INCLUDING HOUSEHOLD RESIDENTS AND GUESTS WHO MAY BE PRESENT IN YOUR HOUSEHOLD, THAT 911 AND E911 DIALING IS NOT POSSIBLE WITH USE OF THE SOFTWARE. WE RECOMMEND THAT YOU MAINTAIN AN ALTERNATE MEANS OF ACCESSING EMERGENCY SERVICES AT ALL TIMES.

4. OWNERSHIP AND COPYRIGHT.

CallDevil is the owner of all intellectual property rights in the Software, related written materials, logos, names and other support materials furnished with the Software. No title to the intellectual property in the Software is transferred to you by this Agreement and all rights not expressly granted herein are reserved by CallDevil.

5. USAGE.

The Software allows across-internet calling to other Software users. The Software with subscription services (buzzout) also allows calls to PSTN numbers. When enabled with a CallDevil-provided PSTN phone number (buzz and be buzzed) it further allows users to call and receive calls from any PSTN phone. You are responsible for obtaining your own Internet connection and all related charges. All users who are not a part of a CallDevil fee-based service and do not use their user id for a period of sixty (60) days, determined at CallDevil's sole discretion, will have their user id cancelled. You must re-register with CallDevil to resume using the service. CallDevil accepts no responsibility or liability for the deletion or failure to store any related information.

6. BILLING AND PAYMENT.

You agree to provide CallDevil valid and accurate payment information and keep this information up-to-date through the "My Account" area on our website. You must use one of our methods of payment for all fees and purchases. You are responsible for all charges incurred under your account, including all purchases applicable taxes, fees, and surcharges to your account made by you or anyone else. The method of billing is via prepaid accounts. Annual rate subscriptions will billed once a year in advance. Usage based charges will be charged against your remaining balance. You will be notified when your remaining balance is nearing zero. All charges will be billed to your designated method of payment. You authorize CallDevil to charge your selected payment method for the full amount of these charges. In the event we do not receive payment from your designated payer you agree to pay all amounts due upon demand by CallDevil. You agree that you are responsible for all charges incurred prior to and including the date of membership cancellation or termination. Late payments will incur a fee of 18% per year (1.5% per month) charge and Service may be suspended, changed, or terminated at the sole discretion of CallDevil. In the event of non-payment, cancellation or termination, all charges including but not limited to, subscription fees, usage-based charges, taxes, interest, purchases, and surcharges will become immediately due and payable.

7. NO WARRANTIES OR CONDITIONS.

THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. CallDevil DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE ERROR FREE. CallDevil DOES NOT REPRESENT THAT THE SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE CANADA OR THE CONTINENTAL UNITED STATES.

8. TERMINATION.

This Agreement is effective until terminated. You may terminate this Agreement at any time by removing the Software in its entirety from your computer and destroying all back-up copies of the software, and notifying CallDevil of such actions. CallDevil may terminate this Agreement without notice to you if you fail to comply with any of its terms. Any such termination by CallDevil shall be in addition to and without prejudice to such rights and remedies as may be available, including injunction and other equitable remedies. Upon receipt by you of written notice of termination from CallDevil, you shall immediately (a) cease using the Software; (b) destroy all copies of the Software in your possession. You must provide CallDevil with a written confirmation that you have complied with the foregoing, no later then 5 days after termination. The provisions of Sections 2, 3, 4, 6, 9 and 10 herein shall survive termination of this Agreement.

9. LIMITATION OF CallDevil LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL CallDevil BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOST BUSINESS REVENUES, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, OR FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING FROM OR BASED ON THE USE OF THE SOFTWARE OR THE SERVICES PROVIDED PURSUANT HERETO, INCLUDING THOSE ARISING BY REASON OF ANY SERVICE OUTAGE AND/OR INABILITY TO USE OR ACCESS 911 EMERGENCY SERVICES.
In respect of any claim, demand or action arising out of this Agreement against CallDevil, whether based in contract or tort (including negligence), indemnity or otherwise, including a breach by CallDevil of any of its obligations under this Agreement (whether or not a fundamental breach), your exclusive remedy shall be to receive from CallDevil payment for actual and direct damages to a maximum aggregate amount equal to the lesser of one month's actual fees (calculated as the average of the previous 3 calendar months usage fees) and $100.
These limitations and exclusions apply without regard to whether CallDevil has been advised of the possibility of such damages, if such damages were reasonably foreseeable or if the damages arise from use or inability to use the Software and services, negligence, or any other cause.

10. INDEMNIFICATION.

You agree to indemnify and hold CallDevil harmless from any claim or demand, including reasonable legal fees, made by any third party in connection with or arising out of your use of the Software, your violation of any terms or conditions of this Agreement (including those relating to accessing 911 service), your violation of applicable laws, or your violation of any rights of another person or entity.

11. MISCELLANEOUS.

This, including the CallDevil Privacy Policy, and any amendments pertaining to updates and upgrades as issued from time to time, is the entire agreement between you and CallDevil pertaining to your right to use the Software, and supersedes all prior or collateral oral or written representations or agreements related thereto. In the event that one or more of the provisions is found to be illegal or unenforceable, this Agreement shall not be rendered inoperative but the remaining provisions shall continue in full force and effect. This Agreement shall be governed by the laws of the Province of Quebec and the federal laws of Canada applicable herein. As used herein, the term "including" or "includes" means "including or includes without limitation".