GTIGLOBAL NETWORKS® INDIVIDUAL CLIENT ACCESS LICENSE AGREEMENT
Software products offered by GTIGLOBAL Telecom Service, Inc., a Wyoming corporation (“GTIGLOBAL) Networks”) are licensed and not sold. The access or use of GTIGLOBAL Networks’ software products on devices distributed by or through services provided by GTIGLOBAL Networks, entities controlling, controlled by, or under common control with GTIGLOBAL Networks (“GTIGLOBAL Networks Affiliates ”), or distributors, resellers, retailers, distribution partners, agents, representatives or any other third party that acquires GTIGLOBAL Networks products or services from GTIGLOBAL Networks or a GTIGLOBAL Networks Partner (“GTIGLOBAL Networks Channel Partners ”), is governed by the terms of an express, written license agreement – either this End User License Agreement
(“EULA ”) or the Administrator End User License Agreement (“ AEULA ”).
GTIGLOBAL Networks permits the use of its GTIGLOBAL Networks Communicator software product (the “Software ”), in binary/object code only, and its accompanying user or “read me” documentation (the “Document at ion”) only under the terms of this EULA. The Software and its Documentation are sometimes collectively referred to as the “Products.” You (meaning the end user who downloads and/or uses the Products on her or his communication device) may use the Products only if You accept all the terms in this EULA. Please read the EULA carefully. By downloading , installing or using the Software or it s Document at ion, You accept and are bound by the terms of this EULA; if You are not willing to be bound by all the terms, do not download, install or use the Software or its
Document at ion .
1. License . Under this EULA, GTIGLOBAL Networks grants You a personal, non-exclusive, non-transferable, limited license to use one copy of the Software solely in accordance with its Documentation and limited to the specific communications device for which You have paid the applicable license fees. Additionally, this EULA grants You a non-exclusive, non-transferable, limited license to use the Documentation solely to enable Your use of the Software. In addition to copies for which you have paid the applicable license fees, You may make one copy of the Products solely for backup or archival purposes. All
copies of the Products must include GTIGLOBAL Networks’ copyright and other proprietary
notices. The terms of this EULA will govern any upgrades provided by GTIGLOBAL Networks that replace and/or supplement the original Products, unless such upgrade is
accompanied by a separate license in which case the terms of that license will govern.
2. Restrictions. You shall not (nor permit anyone to) (i) use or copy the Products except
as expressly provided in this EULA; (ii) modify, create derivative works of, distribute,
sell, assign, pledge, sublicense, lease, loan, rent, deliver or otherwise transfer the
Products, or copies of the Products, or make the Products available over a network
where they could be used by multiple devices at the same time; (iii) remove from the
Products, or alter, any of the GTIGLOBAL Networks trademarks, trade names, logos, patent or copyright notices or markings or add any other notices or markings on the Products; (iv)
use the Software in a service bureau or timeshare manner or otherwise to process the
data of any other party; (v) decompile, disassemble, reverse engineer or in any manner
otherwise attempt to learn the inner workings or derive the source code of the Software
(except as and only to the extent any foregoing restriction is prohibited by applicable
law or to the extent as may be permitted by the licensing terms governing use of any
open sourced components included with the Software); (vi) use the Products on any
computer server or communication device that You do not own or control; (vii) exploit
the Products in any unlawful or unauthorized way whatsoever, including but not limited
to, by trespass or burdening network capacity; (h) use the Products in any manner to
harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any
other party; or (viii) use the Products in a violation of GTIGLOBAL Networks’ privacy policy or acceptable use policy posted at portal.gtiglobalus.com . If You use (or attempt to use) the Products in a manner other than as provided in Section 1 (License) or in violation of the restrictions in this Section 2 (Restrictions), You commit a material breach
of this EULA and a violation of GTIGLOBAL Networks’ intellectual property rights, and You may be subject to prosecution and damages.
3. Texting Services . The Products facilitate the routing of text messages, provided that
the person attempting to send the text message uses a valid originating address and a
valid destination address and a message body and further provided that originating and
destination networks are have connectivity at the time the text message is sent and
scheduled for delivery. GTIGLOBAL Networks’ will deliver text messages based on network routing databases and data contained in the message header and will use commercially reasonable efforts, in accordance with industry standards, to minimize the risk that text messages are lost or damaged in transmission; however, You acknowledge and agree that GTIGLOBAL Networks is a passive conduit in transmitting, delivering, and handling content and exercises no control over, and shall have no liability whatsoever for, the content of any text messages. You agree that GTIGLOBAL Networks is not in any way
responsible for any harassing, threatening, defamatory, offensive or illegal messages or
transmissions sent or received by You as a result of using the Products. You
acknowledge and agree that GTIGLOBAL Networks is not responsible for examining or
evaluating, and does not guarantee, the availability, accuracy, completeness, content,
copyright compliance, decency, legality, quality, reliability, timeliness, validity or any
other aspect of the content of text messages. You acknowledge and agree that the
Products may not accommodate all languages or be available for use in all countries. You
agree, as between You and GTIGLOBAL Networks, You are responsible for (i) the content You deliver, or delivered by any third party on Your behalf, and (ii) Your acts or omissions
and those of any such third parties with respect to any content. You shall not use the
Products, or permit the Products to be used directly or indirectly, to transmit
Inappropriate Content. “Inappropriate Content” means any content and/or message that
(i) is unsolicited, including without limitation, “junk mail,” “bulk e-mail”, spam or other
unsolicited advertising material, (ii) causes the introduction of “viruses,” “worms,”
“Trojan horses,” “e-mail bombs,” “cancelbots” or other similar destructive computer
programming routines into another entity’s network or the handsets or other devices of
any other person or entity, (iii) violates applicable law, (iv) violates the Mobile Marketing
Association Guidelines or any network operator’s requirements, conditions, or codes of
practice, (v) constitutes “hate speech” under application law that is directed at an
individual or a group based upon the race, sex, creed, national origin, religious
affiliation, sexual orientation or language of such individual or group, (vi) is obscene,
offensive, threatening, defamatory, discriminatory, misleading or inaccurate, or (vii)
infringes or misappropriates the intellectual property rights of any other person or
entity. GTIGLOBAL Networks shall have the right, in their sole, but reasonably exercised,
discretion, not to accept, transmit or deliver any text messages and/or content one or
more of them reasonably believes contains Inappropriate Content or that is, or could
reasonably become, the subject of any legal, regulatory, or other governmental
proceeding or process, including without limitation any law enforcement, proceeding,
process, or inquiry. You agree that You shall not bundle, aggregate, or otherwise
combine in any way any messages originating from any telephone number with any
messages originating from any other telephone number, or use the Products to engage
in group messaging, and agree that each single, unique telephone number shall only and
exclusively be used for messages originating and terminating from and to such single,
unique telephone number. You agree, at Your own expense, to provide GTIGLOBAL Networks with all information related to text messages (including the identity of end-users) that is requested by any governmental entity, promptly upon notice thereof from GTIGLOBAL Networks.
4. Support . Maintenance and support for the Products are not provided under this EULA
but may be purchased separately from GTIGLOBAL Networks or its authorized distributors
subject to GTIGLOBAL Networks’ then-existing standard maintenance terms. If GTIGLOBAL Networks provides support, You agree that GTIGLOBAL Networks may collect and use technical information related to the Software to improve its products or to provide customized services or technologies to You. You agree that GTIGLOBAL Networks, from time to time, may collect, store and use technical data and related information, including but not limited to technical information about devices, systems, applications, and peripherals accessing or interfacing with the Software, end-user utilization data, and other data that may be relevant to the Software’s performance, to facilitate the provision of Software updates and support; You acknowledge that this data may be stored in the United States.
5. Ownership . You agree that the Products are proprietary to GTIGLOBAL Networks (or its
licensors) are protected by copyright law and international copyright treaty (and may
be the subject of United States patents and patents of other jurisdictions). You further
agree that all right, title and interest in and to all applicable intellectual property rights in
the Products, including copyrights, trade secrets, patents and trademarks, and any
modifications or enhancements thereto and copies or derivatives thereof, shall remain
with GTIGLOBAL Networks (or its licensors), and You shall have no right or interest therein
except for the limited license granted in this EULA.
6. Confidential Information. The Software and documentation contain confidential
information of GTIGLOBAL Networks. You agree to use at least a reasonable degree of care to protect such information and to not disclose such information to third parties without
GTIGLOBAL Networks’ prior written consent.
7. Disclosure of Information. GTIGLOBAL Networks will not sell or rent your information.
GTIGLOBAL Networks ensures Your information is secure, communicates these guidelines to GTIGLOBAL Networks employees and strictly enforces privacy safeguards.
GTIGLOBAL Networks
may be required to disclose your information pursuant to lawful requests, such as
subpoenas or court orders, or in compliance with applicable laws. GTIGLOBAL Networks will not reveal information until we have good faith belief that an information request by law
enforcement or private litigants meets applicable legal standards.
8. Limited Warrant y . GTIGLOBAL Networks warrants to You that for a period of ninety (90) days from the date of purchase, (a) the media on which Software is furnished (if any) will be free of defects in materials and workmanship under normal use, and (b) the Software will function substantially in accord with its applicable documentation. Your exclusive remedy and GTIGLOBAL Networks’ entire liability under this limited warranty will be, at GTIGLOBAL Networks’ option, to replace or correct the Software. EXCEPT FOR THE FOREGOING AND TO THE EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. This warranty is void if non-conformance results from modification, accident, abuse, abnormal use, virus, or misapplication of the Software.
9. LIMITATION OF LIABILITY . TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL GTIGLOBAL NETWORKS OR ITS LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE SOFTWARE, EVEN IF GTIGLOBAL NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL GTIGLOBAL NETWORKS'S LIABILITY TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE,
EXCEED THE LESSER OF TEN THOUSAND DOLLARS ($10,000) OR THE AMOUNT PAID BY YOU FOR SOFTWARE UNDER THIS EULA DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL GTIGLOBAL Networks, ANY GTIGLOBAL Networks Affiliates, ANY GTIGLOBAL Networks Channel Partners, OR ANY GTIGLOBAL Networks telecommunications carrier HAVE ANY LIABILITY TO YOU WHATSOEVER IN RELATION TO PRODUCTS UNDER THIS EULA (including, without limitation, in relation to the promotion, marketing, distribution use, or sale thereof, or the performance or non-performance thereof). 10. Termination. This EULA is effective until terminated. You may terminate this EULA at any time by destroying all copies of the Software in Your possession. This EULA will terminate immediately without notice from GTIGLOBAL Networks if you fail to comply with any provision of this EULA. Upon termination, all license grants end and You must destroy all copies of Software and cease all use. All provisions of this EULA regarding confidentiality and ownership of the Software will survive the termination of the EULA.
11. Export Regulations . All Products and related technical data delivered under this EULA
are subject to U.S. export control laws and may be subject to export or import
regulations in other countries. You agree to comply with all such laws and regulations. In
particular, but without limitation, the Products and related technical data may not be
exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the
U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department
of Commerce Denied Person’s List or Entity List. By using the Products, You represent
and warrant that You are not located in any such country or on any such list. You also
agree that You will not use the Products for any purposes prohibited by United States
law.
12. U.S. Government Restricted Right s . The Products are “Commercial Items” as defined
at 48 C.F.R. §2.101 and consist of “Commercial Computer Software” and “Commercial
Computer Software Documentation” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 CFR 227.7201 through 227.7202-4 (for Department of
Defense (DOD) acquisitions) and with 48 CFR 2.101 and 12.212 (for non-DOD
acquisitions), if the Products are being licensed by or on behalf of the U.S. Government
or by a U.S. Government prime contractor or subcontractor (at any tier), then the
Products are being licensed to U.S. Government end users (a) only as Commercial Items
and (b) with only those rights as are granted to all other end users pursuant to the terms
and conditions herein, and the Government’s rights to use the Products will be only as
set forth in this EULA. Unpublished-rights are reserved exclusively to GTIGLOBAL Networks, Inc., under the copyright laws of the United States.
13. Governing Law . Any action related to this EULA will be governed by the law of the State of Texas. No choice of law rules of any jurisdiction will apply. Exclusive jurisdiction and venue for any claim regarding this EULA or its subject matter will lie in the state and
federal courts located in Collin County, Texas. The provisions of the United Nations
Convention on the International Sale of Goods do not apply and are disclaimed.
14. Severability. If any provision of this EULA is held to be unenforceable, this EULA will
remain in effect with the provision omitted, unless omission would frustrate the intent of
the parties, in which case this EULA will immediately terminate.
15. Waiver. The waiver or failure of GTIGLOBAL Networks to exercise any right provided for in this EULA shall not be deemed a waiver of any further right under the EULA and no
waiver will be effective unless in writing.
16. Injunct ion . You agree that Your breach of any provision of this EULA will cause GTIGLOBAL Networks irreparable injury that is inadequately compensable in monetary damages and, accordingly, that GTIGLOBAL Networks will be entitled to injunctive relief in any court of competent jurisdiction against the breach or threatened breach of this EULA, in addition to any other remedies in law or equity.
17. Notice . Any notice, demand, or request with respect to this EULA must be in writing and will be effective only if it is delivered by hand or mailed, certified or registered mail,
postage prepaid, return receipt requested to GTIGLOBAL Telecom Service, Inc., 1095 Sugar View Dr Ste 500 Sheridan, WY 82801, Attn: Legal Department. Such communications will be effective upon receipt by GTIGLOBAL Networks.
18. Third Part y Beneficiaries. Solely with respect to the provisions of Section 10
applicable to them, GTIGLOBAL Networks Affiliates, GTIGLOBAL Networks Channel Partners, and GTIGLOBAL Network’s telecommunications carriers shall be third party beneficiaries under this EULA; otherwise, there are no third party beneficiaries to this EULA.
19. Entire Agreement . This EULA is the entire agreement between you and GTIGLOBAL
Networks relating to its subject matter. It supersedes all prior or contemporaneous oral
or written communications, proposals, representations and warranties and prevails
over any conflicting or additional terms of any quote, order, acknowledgment, or other
communication between the parties relating to its subject matter during the term of this
EULA. No modification of this EULA will be binding on GTIGLOBAL Networks unless in writing and signed by an authorized representative of GTIGLOBAL Networks