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Install
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 Windows Mobile | |
| Version: | 1.5.1.355 |
| Date: | 5/13/2010 |
To download the software you must first accept our end-user license agreement.
Celio Corp End-User License Agreement
This End-User License Agreement (this "License") is a legal agreement between the person, corporation, business, limited liability company or other entity which owns or operates the Smartphone or other device on which this Software is installed, run or executed, as well as each individual, employee, agent or other person using this Software (each a "User"), and Celio Corp. ("Celio").
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. THIS LICENSE IS A LEGAL "AGREEMENT" RESTRICTING THE USE OF SOFTWARE.
1. Certain Definitions.
(a) "REDFLY(TM) device" means the REDFLY(TM) Mobile Companion device, generally consisting of an LCD display, keyboard and touchpad mouse, as marketed, distributed and sold by Celio.
(b) "Software" means the computer software, machine readable instructions or instruction sets, which (i) is owned or licensed by Celio and (ii) links the Smartphone's operating system to the REDFLY(TM) device and controls the functions of the REDFLY(TM) device, as well as user manuals, instructions and other documentation related to such Software and all new versions, upgrades, improvements or modifications of such Software provided by Celio.
(c) "Smartphone" means a mobile computing device that combines cellular communications capabilities with other computer capabilities that can accept, store, manipulate and/or transfer data in one or more electronic or digital formats.
2. Grant of License. Celio grants User a non-exclusive, limited, royalty-free right and license to read into memory, execute, run and use the Software on User's Smartphone solely in connection with the use and operation of the REDFLY(TM) device, subject to the following terms and conditions (the "License"):
(a) all title to, ownership of and all proprietary rights (including but not limited to patent rights, copyrights, trade secrets and other intellectual property rights) in and to the Software, other than the limited rights expressly granted to User herein, shall remain vested solely and exclusively in Celio;
(b) except as expressly permitted in Section 5 below, User shall not sell, transfer, assign, lease, loan, rent, sublicense, reproduce, duplicate or distribute the Software or any rights under the License granted hereunder;
(c) nothing contained in this Agreement shall obligate Celio to deliver Software source code to User or any third party;
(d) User shall not, and shall not permit others to: copy, translate, modify, create derivative works from, reverse engineer, decompile, encumber or otherwise use the Software, and User shall not copy, duplicate or otherwise reproduce the Software on any storage device or medium (other than on the Smartphone as permitted hereby);
(e) all appropriate copyright and other proprietary notices and legends shall be retained on the Software and any printable or viewable reports generated by the use of the Software;
(f) User shall not export, ship, transmit or re-export any part of the Software in violation of any applicable law or regulation including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce; and
3. Restrictions on Use. User covenants and agrees to: (a) safeguard the Software with at least the highest degree of care taken to protect User's own confidential or proprietary information; and (b) use at least reasonable means to preserve, and not take any action inconsistent with or detrimental to, Celio's ownership and proprietary rights in and to the Software. If User is the U.S. government, any agency or instrumentality thereof, or any contractor under a contract with the U.S. government or any agency or instrumentality thereof, the following notices shall apply, unless otherwise agreed by Celio in writing. The Software delivered to User is "commercial computer software" as defined in DFARS 252.227-7014 or "restricted software" as defined in FAR 52.227-19. All use, modification, reproduction, release, performance, display or disclosure of this Software shall be in strict accordance with the License set forth herein. The Software is protected by copyright and other intellectual property laws and treaties. Celio owns the title, copyright and other intellectual property rights in the Software. The Software is licensed, not sold, and is (C) 2008 Celio Corp. Unpublished - rights reserved under the copyright laws of the United States.
4. Transfer of REDFLY. In connection with any sale, conveyance or transfer of User's REDFLY(TM) device, all of User's rights as licensee under the License shall immediately terminate. User shall not retain any copies of the Software. The transferee must obtain its own license to use the Software from Celio. The License is not transferable or assignable.
5. Limited Warranty.
(a) The Software is provided "AS IS" and Celio makes no representations, warranties or guaranties of any kind or nature whatsoever regarding the Software or regarding its use or performance, the accuracy, completeness, correctness, reliability or fitness for a particular purpose of the Software or any visual or graphical images generated or displayed by use of the Software.
(b) EXCEPT TO THE EXTENT THE FOLLOWING IS PROHIBITED OR LIMITED BY APPLICABLE LAW IN YOUR JURISDICTION, CELIO MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, (i) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, (ii) THE MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR A PARTICULAR PURPOSE, (iii) INTEROPERABILITY OF THE SOFTWARE IN COMBINATION WITH OTHER SOFTWARE SELECTED BY USER (OTHER THAN SOFTWARE INSTALLED, LOADED, INTEGRATED, EMBEDDED, BUNDLED, INCORPORATED OR READ INTO MEMORY BY CELIO ON THE REDFLY(TM) DEVICE AS DISTRIBUTED OR SOLD BY CELIO FOR USE AND OPERATION OF REDFLY(TM) DEVICE), OR (iv) THAT THE SOFTWARE SHALL OPERATE UNINTERRUPTED OR FREE OF ERRORS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CELIO, ITS AGENTS OR EMPLOYEES, INCLUDING PROMOTIONAL MATERIALS (REGARDLESS OF MEDIUM), SHALL CREATE A WARRANTY.
(c) Celio shall have no obligation to provide any upgrades, updates, modifications, additions, new versions or new releases of the Software, if any.
6. Limitation of Liability; Indemnification. Under no circumstance shall Celio have any liability to User, User's officers, directors, owners, agents, employees, customers or any third parties for (a) any incidental, indirect, special or consequential damages arising out of or related to the use, possession or operation of the Software or the REDFLY(TM) device, or (b) for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and regardless of theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Software or REDFLY(TM) device, even if Celio is advised of or has knowledge of the possibility of such damage. Celio's liability, if any, to User or its employees, agents, customers or invitees, or any third party(ies), shall be, and hereby is, expressly limited to the lesser of (c) $25.00 or (d) $1.00 more than the amount paid for the Software, if any, as evidenced by the original receipt upon purchase thereof, upon payment of which Celio shall be, and hereby is, released and discharged from any further liability of any kind or nature whatsoever. User shall indemnify, defend and hold Celio harmless from and against any claim, demands, causes of action or liability asserted by any third party and arising from or related to (e) the use, possession or operation of the Software or REDFLY(TM) device, (e) the conduct by User of its business or affairs, or (f) any breach of any covenant or any representation or warranty made by User in this Agreement.
7. Termination. Without prejudice to any other rights, Celio may terminate the License if User fails to comply with the terms and conditions of this License. In such event, User must destroy all copies of the Software and all of its component parts. Further, User agrees and acknowledges that substantial and irreparable injury will result from, and money damages would not be a sufficient remedy for, any breach of this Agreement by User or User's agents and that in the event of any such breach of this Agreement, Celio shall be entitled to injunctive relief, as well as any other remedies available at law or in equity (all of which shall be cumulative and not exclusive), without (and User hereby waives) any requirement that Celio prove actual damages, intentional, reckless or malicious conduct, or that Celio post a bond or other security in connection therewith.
8. Miscellaneous. This contract is a final and complete expression of the terms and conditions between User and Celio regarding the license of the Software. No other terms or conditions, regardless of whether written or verbal and regardless of whether set forth in any proposals, negotiations, credit applications, purchase orders, invoices or similar documents or statements between User and Celio are part of this contract. This contract may be modified only by a written instrument signed by User and the President or Chief Operating Officer of Celio. This Agreement shall be governed and construed in accordance with the laws of the State of Utah, without regard for its conflicts of laws principles. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, venue shall be exclusively vested in the state or federal courts located in the state of Utah. User hereby irrevocably and unconditionally submits to the personal jurisdiction of such court(s) and waives any objections (whether substantive or procedural) based upon lack of personal jurisdiction, improper or inconvenient venue or the like. Celio and User irrevocably waive trial by jury in action or proceeding related to or arising from this Agreement, and the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATION ON: USE, TRANSFERABILITY, WARRANTY AND LIABILITY.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (E.G. CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN FOURTEEN (14) DAYS OF THE PURCHASE DATE.
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. THIS LICENSE IS A LEGAL "AGREEMENT" RESTRICTING THE USE OF SOFTWARE.
1. Certain Definitions.
(a) "REDFLY(TM) device" means the REDFLY(TM) Mobile Companion device, generally consisting of an LCD display, keyboard and touchpad mouse, as marketed, distributed and sold by Celio.
(b) "Software" means the computer software, machine readable instructions or instruction sets, which (i) is owned or licensed by Celio and (ii) links the Smartphone's operating system to the REDFLY(TM) device and controls the functions of the REDFLY(TM) device, as well as user manuals, instructions and other documentation related to such Software and all new versions, upgrades, improvements or modifications of such Software provided by Celio.
(c) "Smartphone" means a mobile computing device that combines cellular communications capabilities with other computer capabilities that can accept, store, manipulate and/or transfer data in one or more electronic or digital formats.
2. Grant of License. Celio grants User a non-exclusive, limited, royalty-free right and license to read into memory, execute, run and use the Software on User's Smartphone solely in connection with the use and operation of the REDFLY(TM) device, subject to the following terms and conditions (the "License"):
(a) all title to, ownership of and all proprietary rights (including but not limited to patent rights, copyrights, trade secrets and other intellectual property rights) in and to the Software, other than the limited rights expressly granted to User herein, shall remain vested solely and exclusively in Celio;
(b) except as expressly permitted in Section 5 below, User shall not sell, transfer, assign, lease, loan, rent, sublicense, reproduce, duplicate or distribute the Software or any rights under the License granted hereunder;
(c) nothing contained in this Agreement shall obligate Celio to deliver Software source code to User or any third party;
(d) User shall not, and shall not permit others to: copy, translate, modify, create derivative works from, reverse engineer, decompile, encumber or otherwise use the Software, and User shall not copy, duplicate or otherwise reproduce the Software on any storage device or medium (other than on the Smartphone as permitted hereby);
(e) all appropriate copyright and other proprietary notices and legends shall be retained on the Software and any printable or viewable reports generated by the use of the Software;
(f) User shall not export, ship, transmit or re-export any part of the Software in violation of any applicable law or regulation including, without limitation, the Export Administration Act of 1979 or the Export Administration Regulations issued by the United States Department of Commerce; and
3. Restrictions on Use. User covenants and agrees to: (a) safeguard the Software with at least the highest degree of care taken to protect User's own confidential or proprietary information; and (b) use at least reasonable means to preserve, and not take any action inconsistent with or detrimental to, Celio's ownership and proprietary rights in and to the Software. If User is the U.S. government, any agency or instrumentality thereof, or any contractor under a contract with the U.S. government or any agency or instrumentality thereof, the following notices shall apply, unless otherwise agreed by Celio in writing. The Software delivered to User is "commercial computer software" as defined in DFARS 252.227-7014 or "restricted software" as defined in FAR 52.227-19. All use, modification, reproduction, release, performance, display or disclosure of this Software shall be in strict accordance with the License set forth herein. The Software is protected by copyright and other intellectual property laws and treaties. Celio owns the title, copyright and other intellectual property rights in the Software. The Software is licensed, not sold, and is (C) 2008 Celio Corp. Unpublished - rights reserved under the copyright laws of the United States.
4. Transfer of REDFLY. In connection with any sale, conveyance or transfer of User's REDFLY(TM) device, all of User's rights as licensee under the License shall immediately terminate. User shall not retain any copies of the Software. The transferee must obtain its own license to use the Software from Celio. The License is not transferable or assignable.
5. Limited Warranty.
(a) The Software is provided "AS IS" and Celio makes no representations, warranties or guaranties of any kind or nature whatsoever regarding the Software or regarding its use or performance, the accuracy, completeness, correctness, reliability or fitness for a particular purpose of the Software or any visual or graphical images generated or displayed by use of the Software.
(b) EXCEPT TO THE EXTENT THE FOLLOWING IS PROHIBITED OR LIMITED BY APPLICABLE LAW IN YOUR JURISDICTION, CELIO MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, (i) ANY REPRESENTATION OR WARRANTY WITH RESPECT TO NON-INFRINGEMENT OF THE RIGHTS OF THIRD PARTIES, (ii) THE MERCHANTABILITY OF THE SOFTWARE OR ITS FITNESS FOR A PARTICULAR PURPOSE, (iii) INTEROPERABILITY OF THE SOFTWARE IN COMBINATION WITH OTHER SOFTWARE SELECTED BY USER (OTHER THAN SOFTWARE INSTALLED, LOADED, INTEGRATED, EMBEDDED, BUNDLED, INCORPORATED OR READ INTO MEMORY BY CELIO ON THE REDFLY(TM) DEVICE AS DISTRIBUTED OR SOLD BY CELIO FOR USE AND OPERATION OF REDFLY(TM) DEVICE), OR (iv) THAT THE SOFTWARE SHALL OPERATE UNINTERRUPTED OR FREE OF ERRORS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CELIO, ITS AGENTS OR EMPLOYEES, INCLUDING PROMOTIONAL MATERIALS (REGARDLESS OF MEDIUM), SHALL CREATE A WARRANTY.
(c) Celio shall have no obligation to provide any upgrades, updates, modifications, additions, new versions or new releases of the Software, if any.
6. Limitation of Liability; Indemnification. Under no circumstance shall Celio have any liability to User, User's officers, directors, owners, agents, employees, customers or any third parties for (a) any incidental, indirect, special or consequential damages arising out of or related to the use, possession or operation of the Software or the REDFLY(TM) device, or (b) for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods or services; loss of use, data, or profits; or business interruption) however caused and regardless of theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) arising in any way out of the use of the Software or REDFLY(TM) device, even if Celio is advised of or has knowledge of the possibility of such damage. Celio's liability, if any, to User or its employees, agents, customers or invitees, or any third party(ies), shall be, and hereby is, expressly limited to the lesser of (c) $25.00 or (d) $1.00 more than the amount paid for the Software, if any, as evidenced by the original receipt upon purchase thereof, upon payment of which Celio shall be, and hereby is, released and discharged from any further liability of any kind or nature whatsoever. User shall indemnify, defend and hold Celio harmless from and against any claim, demands, causes of action or liability asserted by any third party and arising from or related to (e) the use, possession or operation of the Software or REDFLY(TM) device, (e) the conduct by User of its business or affairs, or (f) any breach of any covenant or any representation or warranty made by User in this Agreement.
7. Termination. Without prejudice to any other rights, Celio may terminate the License if User fails to comply with the terms and conditions of this License. In such event, User must destroy all copies of the Software and all of its component parts. Further, User agrees and acknowledges that substantial and irreparable injury will result from, and money damages would not be a sufficient remedy for, any breach of this Agreement by User or User's agents and that in the event of any such breach of this Agreement, Celio shall be entitled to injunctive relief, as well as any other remedies available at law or in equity (all of which shall be cumulative and not exclusive), without (and User hereby waives) any requirement that Celio prove actual damages, intentional, reckless or malicious conduct, or that Celio post a bond or other security in connection therewith.
8. Miscellaneous. This contract is a final and complete expression of the terms and conditions between User and Celio regarding the license of the Software. No other terms or conditions, regardless of whether written or verbal and regardless of whether set forth in any proposals, negotiations, credit applications, purchase orders, invoices or similar documents or statements between User and Celio are part of this contract. This contract may be modified only by a written instrument signed by User and the President or Chief Operating Officer of Celio. This Agreement shall be governed and construed in accordance with the laws of the State of Utah, without regard for its conflicts of laws principles. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, venue shall be exclusively vested in the state or federal courts located in the state of Utah. User hereby irrevocably and unconditionally submits to the personal jurisdiction of such court(s) and waives any objections (whether substantive or procedural) based upon lack of personal jurisdiction, improper or inconvenient venue or the like. Celio and User irrevocably waive trial by jury in action or proceeding related to or arising from this Agreement, and the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATION ON: USE, TRANSFERABILITY, WARRANTY AND LIABILITY.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU.
IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (E.G. CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT YOU ORIGINALLY PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN FOURTEEN (14) DAYS OF THE PURCHASE DATE.
Copyright 2007 - 2010 Celio Technology Corporation.
All rights reserved.
Celio and REDFLY logo are trademarks of Celio Technology Corporation.
All other company, brand, product and service names are trademarks or registered trademarks of their respective holders.
All rights reserved.
Celio and REDFLY logo are trademarks of Celio Technology Corporation.
All other company, brand, product and service names are trademarks or registered trademarks of their respective holders.