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TERMS OF SERVICE

THIS BAZAA END-USER LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND BAZAA NETWORKS, LTD. OR ITS AFFILIATED COMPANIES (HEREINAFTER “BAZAA”) FOR CERTAIN PROPRIETARY SOFTWARE INCLUDING DESKTOP AND MOBILE APPLICATIONS, WEB-INTERFACES AND OTHER PLATFORM COMPONENTS AND ASSOCIATED PUBLISH, SEARCH AND CHAT SERVICES (COLLECTIVELY, THE “SOFTWARE”) DEVELOPED AND MARKETED BY BAZAA. BY INSTALLING, COPYING, DOWNLOADING, EXTRACTING AND/OR OTHERWISE USING THE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING PARTY TO THIS AGREEMENT ON THE DATE OF INSTALLATION, COPYING, DOWNLOAD OR EXTRACTION OF THE SOFTWARE (THE “EFFECTIVE DATE”). IF YOU ARE ACCEPTING THE TERMS OF THIS AGREEMENT AND/OR USING BAZAA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS OF THIS AGREEMENT, IN WHICH CASE THE TERM “YOU” AND “YOURS” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, PLEASE STOP INSTALLING AND/OR USING THE SOFTWARE.

1. SOFTWARE LICENSE

The Software is licensed to You for use under the terms of this Agreement and not sold. BaZaa and its Affiliates shall retain all title, copyright and other proprietary rights in the Software. You do not acquire any rights, express or implied, in the Software, other than those specified in this Agreement.
BaZaa grants to You a limited, non-exclusive, non-transferable, non-sublicensable, revocable, license to use the Software solely for Your own operations. You may not (a) relicense, sell, rent or lease the Software to any third party or otherwise allow any third party to use the Software, (b) cause or permit the reverse engineering, disassembly, decompilation, or use any other attempt to derive source code from the Software, (c) cause or permit the Software or any part thereof to become expressly or impliedly subject to any Excluded License, (d) modify or create any derivative works of the Software in whole or in part, (e) use the Software or any associated Confidential information for any benchmarking or competitive analysis purposes or to develop, license or commercialize any product that competes with the Software directly or indirectly, (f) use the Software for illegal purposes or for the publication/transmission of material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or otherwise objectionable, contains viruses, or that infringes or may infringe the intellectual property or other rights of any third party, (g) access the Software using any automated engine, robots, bots or other software unless expressly permitted by BaZaa, (h) remove any proprietary notice in the Software.


2. INDEMNITY, WARRANTIES, REMEDIES

(a) Indemnification. You agree to indemnify and hold harmless BaZaa, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Software in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Software.


(b) WARRANTIES AND DISCLAIMERS. THE SOFTWARE AND SERVICES (IF ANY) ARE PROVIDED AS IS AND WITH ALL FAULTS, BAZAA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THESOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.


3. LIMITATION OF LIABILITY

IN NO EVENT SHALL BAZAA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF BAZAA, AND EVEN IF BAZAA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY DAMAGES THAT MAY BE INCURRED FOR ANY REASON AND UNDER ANY CIRCUMSTANCES (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES AND LIABILITIES REFERENCED HEREIN AND ALL DIRECT OR GENERAL DAMAGES IN LAW, CONTRACT OR ANYTHING ELSE), THE ENTIRE LIABILITY OF BAZAA UNDER ANY PROVISION OF THIS EULA AND YOUR EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO STOP USING THE SOFTWARE AND TO UNINSTALL/DELETE THE SOFTWARE FROM YOUR SYSTEMS AND DEVICES.

NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.



4. MISCELLANEOUS

Neither this Agreement nor any of your rights or obligations hereunder may be assigned by You in whole or in part without the prior written approval of BaZaa and any attempt at doing so shall be of no affect. The failure of BaZaa to require performance by You of any provision hereof shall not affect the right to require such performance at any time thereafter; nor shall the waiver by BaZaa of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and, in such event, any such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or intended provision within the limits of applicable law or applicable court decisions. This Agreement shall be governed in all respects by the laws of England and subject to the jurisdiction of the courts in London, England. You hereby consent to the personal jurisdiction of the London courts. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.

Nothing contained herein shall be construed as creating any agency, partnership or other form of joint enterprise or liability between the parties. This agreement may be terminated by BaZaa at any time by simply disconnecting You from the Software and any related services. This Agreement supersedes, and its terms govern, all prior proposals, agreements or other communications between the parties, oral or written, regarding the subject matter of this Agreement.