BeeNut End User License Agreement

THIS IS A LEGAL AGREEMENT between "you," the end user of BeeNut brand software, and Total Achieve International Ltd., a limited liability company ("TAI").
Use of the software you are about to download or install indicates your acceptance of these terms. You also agree to accept these terms by so indicating at the appropriate screen, prior to the download or installation process. As used in this Agreement, the capitalized term "Software" means the BeeNut Instant Messaging Software (either the freeware or commercial versions) together with any and all enhancements, upgrades, and updates that may be provided to you in the future by TAI.

Ownership
The Software and any accompanying documentation are owned by TAI and ownership of the Software shall at all times remain with TAI. Copies are provided to you only to allow you to exercise your rights under this Agreement. This Agreement does not constitute a sale of the Software or any accompanying documentation, or any portion thereof. Without limiting the generality of the foregoing, you do not receive any rights to any patents, copyrights, trade secrets, trademarks or other intellectual property rights relating to or in the Software or any accompanying documentation. All rights not expressly granted to you under this Agreement are reserved by TAI.

Grant of License Applicable To BeeNut
Subject to the terms and conditions set out in this Agreement, TAI grants you a limited, nonexclusive, nontransferable and nonsublicensable right to use the commercial version of the Software called BeeNut Instant Messenger ("BeeNut") solely in accordance with the following terms and conditions:

1. Use of BeeNut. You may download and use BeeNut on multiple computers owned, leased or rented by you; however, you are the only individual with the right to use your licensed copy(ies) of BeeNut. All copies of BeeNut must include TAI's copyright notice.

2. Distribution Prohibited. You may not distribute copies of BeeNut for use by any individual other than you. Distribution of BeeNut by you to third parties is hereby expressly prohibited.

3. Fees. BeeNut doesn't charge any fees at the moment.

4. Support. TAI will provide you with support services related to BeeNut (“Support Services”) for a period that begins on the purchase date and ends 365 days later. The nature, scope and extent of Support Services shall be as set forth in TAI's policies and programs described in any user manuals, in “online” documentation, and/or other TAI provided materials and are subject to change in TAI's sole discretion.

5. Upgrades. TAI will provide you with free upgrades for a period that begins on the purchase date and ends 365 days later. Such upgrades will include any upgrades for BeeNut that are released by TAI for general distribution to BeeNut licensees during the one year period for which you are entitled to receive free upgrades. TAI has no obligation to provide you with any upgrades that are not released for general distribution to TAI's other licensees. Nothing in this Agreement shall be construed to obligate TAI to provide upgrades to you under any circumstances.

Prohibited Conduct
You represent and warrant that you will not violate any of the terms and conditions set forth in this Agreement and that:

You will not, and will not permit others to: (i) reverse engineer, decompile, disassemble, derive the source code of, modify, or create derivative works from the Software; or (ii) use, copy, modify, alter, or transfer, electronically or otherwise, the Software or any of the accompanying documentation except as expressly permitted in this Agreement; or (iii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Software whether in a stand-alone configuration or as incorporated with other software code written by any party except as expressly permitted in this Agreement.

You will not use the Software to engage in or allow others to engage in any illegal activity.

You will not engage in use of the Software that will interfere with or damage the operation of the services of third parties by overburdening/disabling network resources through automated queries, excessive usage or similar conduct.

You will not use the Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.

You will not transfer the Software or utilize the Software in combination with third party software authored by you or others to create an integrated software program which you transfer to unrelated third parties.

Upgrades, Updates And Enhancements
All upgrades, updates or enhancements of the Software shall be deemed to be part of the Software and will be subject to this Agreement.

Disclaimer of Warranty
THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE AND AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAI BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, TAI'S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS LICENSE SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES (IF ANY) YOU PAID FOR THIS LICENSE.

Export Control
The Software may contain encryption and is subject to Hong Kong export control laws and regulations and may be subject to export or import regulations in other countries, including controls on encryption products. You agree that you will not export, re-export or transfer the Software in violation of any applicable laws or regulations of Hong Kong . You are responsible for obtaining any licenses to export, re-export, transfer or import the Software.

Legends and Notices
You agree that you will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Software or any accompanying documentation.

Term and Termination
This Agreement is effective upon your acceptance as provided herein and payment of the applicable license fees (if any), and will remain in force until terminated. You may terminate the licenses granted in this Agreement at any time by destroying the Software and any accompanying documentation, together with any and all copies thereof. The licenses granted in this Agreement will terminate automatically if you breach any of its terms or conditions or any of the terms or conditions of any other agreement between you and TAI. Upon termination, you shall immediately destroy the original and all copies of the Software and any accompanying documentation, or return them to TAI.

Software Suggestions
TAI welcomes suggestions for enhancing the Software and any accompanying documentation that may result in computer programs, reports, presentations, documents, ideas or inventions relating or useful to TAI's business. You acknowledge that all title, ownership rights, and intellectual property rights concerning such suggestions shall become the exclusive property of TAI and may be used for its business purposes in its sole discretion without any payment or accounting to you.

Miscellaneous
This Agreement constitutes the entire agreement between the parties concerning the Software, and may be amended only by a writing signed by both parties. This Agreement shall be governed by the laws of the Hong Kong SAR, excluding its conflict of law provisions. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of Hong Kong SAR and you expressly consent to the exercise of personal jurisdiction in the courts of Hong Kong SAR in connection with any such dispute. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.