End User Software License Agreement
Last update: 18th April 2016
NOTICE TO END-USER: PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY INSTALLING AND/OR OTHERWISE USING ALL OR ANY PART OF THE SOFTWARE AS DEFINED HEREIN YOU ACCEPT AND UNDERTAKE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT WHICH YOU UNDERSTAND TO BE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE AND ABORT THE DOWNLOAD AND INSTALLATION NOW.
This End User Software License Agreement (the "Agreement") is entered into between you as the person registering the Software, (the "End-User"), and Snowie Games Limited, (C56838) of Advance House, Level 4, 375 Manwel Dimech Street, Sliema, SLM 1058, Malta (the "Licensor");
1. Non-Exclusive License
1.1 Subject to the terms and conditions of this Agreement, the Licensor grants to the End-User a personal, non-exclusive, royalty free license to install, execute and run the Software for the purposes described herein (the "License").
2. Rights Granted by the License
2.1 The End-User may install, execute and run a copy or copies of the Software on an unlimited number of computer terminals or devices.
2.2 The End-User acknowledges that Updates may be licensed by the Licensor with additional or distinct terms and conditions.
2.3 The License given pursuant to this Agreement is without prejudice to any additional user policies, rules or instructions which may be supplied with the Software or published by the Licensor from time to time as well as any additional license, policy or rule which may be supplied with any add-on functionality or service to the Software. The End-User hereby agrees to comply with all such policies, rules or instructions and failure to do so shall be deemed to be a material breach of this Agreement.
2.4 The Licensor reserves the right to amend the terms of the License given to the End-User pursuant to this Agreement. Continued Use of the Software by the End-User following the date of notification by the Licensor of the new terms shall be deemed to be an acceptance by the End-User of the new terms. The new terms shall supersede the terms of the original License and shall thereafter be deemed to be binding and enforceable. For the purposes of this Agreement, a notification sent to the registered email address of the End-User will be sufficient. It will be the responsibility of the End-User to regularly check such notifications and avoid that the email communication from the Licensor are properly received and not marked as spam or deleted.
3. Restricted Acts (incl. No Abuse Policy)
3.1 The License is personal to the End-User, who warrants that he/she is a natural person and not acting on behalf or for any corporate entity or other legal person. The License is being granted to the End-User in order to allow End-User only to use the Software for non-commercial purposes.
3.2 The End-User acknowledges and agrees that the Licensor shall only allow one unique account per person. It is prohibited for the End-User to open multiple accounts with the Licensor. In the event the Licensor becomes aware that the End-User have opened additional accounts, the Licensor may close such additional accounts without notice and/or any compensation. Similarly, the End-User is prohibited from simultaneously using the software from different locations/devices. Should the Licensor determine that the End-User is making simultaneous multiple use of the Software from different locations or devices, the Licensor shall retain the right to immediately terminate this Agreement as well as any account relating to such breach without notice and/or any compensation.
3.3 The End-User is prohibited from Sublicensing, renting, leasing, or assigning the Software. Furthermore, the End-User is not allowed to use the Software's outputs/evaluations for any commercial or similar application, unless expressively approved by Us.
3.4 The End-User may not decompile, reverse engineer, disassemble or print the Software object code or any databases or output generated from the Software, in any form or language, nor otherwise derive a source code for the Software. The End-User may not modify, customize, enhance or change the Software, nor permit any third party to do so.
3.5 The End-User may not make any derivative works based on the Software and may not change or remove any proprietary markings, notices or labels in the Software.
3.6 The End-User is prohibited from transferring the possession of the Software to another party (by transferring a copy of the Software and a copy of this License).
3.7 If the End-User displays any tables these should not be modified and a clear reference to the Licensor has to be provided in such display.
3.8 The License granted under this Agreement is limited in nature and that the use of the Software shall only be made for educational purposes and for no other purpose, in particular it cannot be used to violate the T&C's of any gaming site. The Licensee is not therefore allowed in any way to use the Software in any live environment apart from the environment made available by the Licensor. Any results provided are for educational purposes and Snowie is not liable for any losses or damages incurred by the End-User for any reason in any event that he would use any advice generated through the Software in any live environment.
3.9 3.9 The Licensor shall have the right to monitor and store information about the usage of the Software, and the End-User shall not be allowed to make excessive use of the Software which in the sole opinion of the Licensor would be indicative of abusive use of the Software such as License sharing and prohibited use in relation to, and not limited to, live environments (hereinafter referred to as the "No Abuse Policy"). Furthermore, as part of the No Abuse Policy, the Licensor shall reserve the right to limit or restrict the number of hands or other features that are made available to the End-Users at its sole discretion. The End User shall not be allowed to install or use more than 1 free trial; furthermore it’s not allowed to install more than one free trial per machine. The End User shall also not be allowed to automate in any way the usage of the Software. The End User shall not be allowed to log into our systems by other means than through the website or any unmodified software licensed by the Licensor.
3.10 The Licensor shall reserve the right to terminate the License (and any associated account of the End-User) should the Licensor, in his sole discretion reasonably believes that the obligations and restrictions contained in this License are breached by the End-User. In such cases of termination, the fees paid by the End-User shall be forfeited and the Licensor shall have no obligation to pay back any amounts paid by the End-User. In the event that the License of an End-User was previously terminated, the Licensor shall reserve the right to terminate immediately any new License and any new associated account registered by the End-User. Furthermore the fees paid by the End-User shall be forfeited and the Licensor shall have no obligation to pay back any amounts paid by the End-User.
3.11 Should the Licensor at his sole discretion, reasonably believe that the obligations and restrictions contained in this License are breached by the End-User, the Licensor shall have the right to disclose personal information to any third-party entity including the authorities as well as any other party potentially effected by such breach.
3.12 The Licensor shall reserve the right at his sole discretion to limit the availability of the Software from certain jurisdictions without prior notice and at no liability. As well to limit the availability of the Software through VPN, Proxies or any other means, other than a direct Internet connection from the End-User computer.
4. Applicability of the Licensor's Standard Terms and Conditions
The License contemplated herein is subject to and further governed by the Licensor's Standard Terms and Conditions which are available at http://www.pokersnowie.com/tos.html and which shall form an integral part of this License.
5. Disclaimer sand Indemnification
5.1 The Licensor does not and cannot make any express or implied warrantees, guarantees, certification, assurances or representations of similar nature or effect ("Undertaking"), whether by law, civil or common, custom, usage or otherwise, with respect to the usability, performance of the Software for any purpose or to the fitness or reliability of the Software or any results obtained from the Use of the Software and/or for non-infringement of third-party rights, integration, satisfactory quality or fitness for any particular purpose.
5.2 The End-User understands and is aware that the Use, including the interfacing of the Software in conjunction with other Third-Party software or hardware, without the prior consent or authorization of the third-Party may be deemed to be unlawful or illegal in particular jurisdictions and/or may be in breach of the rights, conditions or rules of the third-party on whose platform, services, equipment, hardware or software or otherwise the Software is Used, interfaced with or otherwise applied to or Used in conjunction with, and therefore it shall be the responsibility of the End-User to ensure that its use of the Software is lawful and not in breach of any third-party rights or Applicable laws in some jurisdictions. The Licensor makes no Undertaking and accepts no liability with respect to any thirds-party claims in this respect. The provisions of this Clause shall survive the termination of this Agreement, howsoever caused, provided that this shall not imply or create any continued right to Use the Software after termination of this Agreement.
5.3 The End-User is hereby notified and understands that most software products contain programming errors ("Bugs") which may or may not be fixed or amended and therefore, the Licensor makes no Undertaking that the Software licensed pursuant to this Agreement is error free. Any implied warranties, whether at law, in custom or pursuant to industry standards, in this respect are also excluded and waived in their entirety by the End-User and the Licensor shall accept no liability towards the use of the Software or the completeness, accuracy or reliability of any data or other results generated from the Software and excludes all liability in respect to any damages of whatever kind suffered by the End-User through the use or reliance on the Software. Use and reliance of the Software is completely at the End-User's risk. The Licensor furthermore does not guarantee any (i) Service-Levels, (ii) Uptime-Levels, (iii) Response-Times and/or (iv) that it shall fix and bugs, errors or faults in the Software and shall be entitled to request a fee for costs and expenses in providing a fix or turn-around solution.
6. Intellectual & Industrial Property Rights
6.1 Except as expressly stated herein, this Agreement does not directly or indirectly grant the End-User any intellectual property rights in the Software. Any unpublished intellectual Property Rights are reserved towards the Licensor. The Software and any copies thereof (and any rights contained therein or related thereto and including any output or results generated by the Software) are and remain the intellectual property of and are owned (by full legal title) by the Licensor and/or his suppliers and the End-User shall make no false or fraudulent misrepresentation to the contrary.
6.2 The Software, including its code and organization and any related database are Trade Secrets and are protected by Intellectual Property Laws, including without limitation by international treaty provisions and applicable laws in any country wherein the Software is used, and any infringement thereof shall also be considered to be a criminal offence.
6.3 The End-User agrees that it shall retain the Software, and the object and source code of the Software, as confidential information belonging to the Licensor and shall not itself or with any third-party, attempt or otherwise, abet, or incite the unauthorized distribution, publication, copying or other unauthorized Use or disclosure of the information. Provided that an authorization shall be valid only if expressly and explicitly consented to in writing by the Licensor.
7. Limitation of Liability
7.1 In no event and under no circumstances shall the Licensor be liable to the End-User for any damages, claims or costs whatsoever or any consequential, indirect, direct, incidental damages, or any lost profits or lost savings, even if the End User has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party.
8. Governing Law
8.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Malta and the Courts of Malta shall have the exclusive jurisdiction over all disputes relating to this Agreement.
9. Miscellaneous Provisions
9.1 If any Clause of this Agreement, or part thereof, is deemed to be null, void and/or unenforceable, it shall not affect the validity of the remainder of the Agreement, which shall remain valid and enforceable according to its terms.
9.2 This Agreement does not and shall not be deemed to create or imply an agency, partnership or other type of joint venture by and between the parties.
9.3 Any amendment to this Agreement shall be valid only and to the extent that it shall be in writing, duly executed and signed by an authorized officer of the Licensor.
9.4 The provisions contained in this Agreement constitute the entire agreement between the Parties and supersede all prior agreements, representations, discussions, Undertakings, whether oral or written, and all other communications between the Parties. No term or condition contained in any document provided by one Party to the other Party pursuant to this Agreement shall be deemed to amend, modify, or supersede or take precedence over the terms and conditions contained herein unless explicitly agreed to in writing by and between the Parties.
9.5 Any waiver of any failure to comply with any provision of this Agreement (or part thereof) or any waiver of any obligation imposed under this Agreement shall be executed in writing, dated and signed by both Parties. Provided that any waiver of one clause or of any failure to comply shall not be deemed to create any subsequent or similar waivers unless as stipulated by written and signed agreement.
9.6 The Client may not assign its obligations and/or rights pursuant to this Agreement. The validity of this License is dependent on the payment of all fees relating to the account of the End-User connected with the Use of the Software.
9.7 The Licensor shall be entitled to process and store the hand history information of the End-User which may be submitted to the Licensor by the End-User. For every uploading or transmission by the User of hand history to the Licensor for analysis, the submission of the same hand history twice shall be considered as two distinct hand histories and be calculated accordingly.
10. Reservation of Rights
10.1 All rights not expressly granted in this license agreement are reserved entirely to the Licensor.
11. Acceptance Statement
11.1 If you do not agree with ALL the terms of this Agreement you are required to interrupt now the installation of the Software. You must also remove the Software from your machine in the case it would be already installed.
For the purpose of this Agreement the following terms shall have the following meaning:
12.1 "Backup" means a secondary copy of the Software which shall be used solely and explicitly to restore the originally installed Software in case of a data loss event where files or data are deleted or corrupted and the Software cannot be used until the Back-Up copy is used.
12.2 "Computer" means and refers to any programmable electronic device or technical mechanism or terminal that, amongst other things, accepts, reads and/or utilize information in digital or similar form and converts or otherwise manipulates it for a specific result based on a sequence of instructions and/or which may respond to new instructions which it is given.
12.3 "Intellectual Property Rights" means all and any intellectual property rights (IPRs) and any rights in the Intellectual Property Rights including without limitation copyrights, related rights, patents, utility models, trademarks, service marks, trade names, design rights, database rights, plant variety rights, Trade-secrets, moral rights, rights in unfair competition, rights in undisclosed or confidential information, topography rights, rights in domain names, and Know How, whether or not registered or registrable, whether or not in existence on the date of this Agreement, and including any applications for any of these and rights to apply for the same together with all rights and forms of protection of a similar nature or having equivalent tor similar effect to any of these worldwide and including any related goodwill. In particular this includes all IPRs in the Software furnished by the Licensor (the "Disclosing Party") to the End-User (the "non-Disclosing Party", whether in oral, written, graphic or machine-readable form. Intellectual property shall however exclude information which: (a) is or becomes available to the general public through no fault of either party; (b) is legitimately and independently developed by the non-Disclosing Party; (c) is rightfully received by the non-Disclosing Party from a third party without a duty of confidentiality; or (d) is required to be disclosed by court order or operation of law. Provided that prior to disclosing any Proprietary Information under court order or operation of law, the non-Disclosing Party shall provide the Disclosing Party reasonable notice and the opportunity to object to or limit such disclosure.
12.4 "Software" means the PokerSnowie application and includes all the software, all documentation and other computer information (whether stored on disk, read only memory or any other media) with which this Agreement is provided and which is downloaded following the electronic acceptance of this Agreement included any modified versions, updates, upgrades and additions which may become available from the Licensor to the End-User.
12.5 Use" or "Using" means and refers to any and all access, installation, running, download, copy, transfer, sharing, uploading or any other type of benefit from or use of the Software and its functionality and any other utilization, operation, manipulation or interfacing of the Software.