# TERMS & CONDITIONS ## KONVERSED® Terms & Conditions By using Konversed® you are agreeing to be bound by the following terms. ### A. KONVERSED® SOFTWARE LICENSE AGREEMENT ### B. NOTICES FROM KONVERSED ### C. [KONVERSED PRIVACY POLICY](/content/privacy-policy/index.html) ### D. APPLE INC. APP STORE REVIEW [GUIDELINES](https://developer.apple.com/app-store/review/guidelines/) ### E. GOOGLE PLAY DEVELOPER [POLICIES](https://play.google.com/about/developer-content-policy/) ## Konversed® Software License Agreement ### Single Use License PLEASE READ THIS SOFTWARE LICENSE AGREEMENT (“SLA”) CAREFULLY BEFORE USING THE KONVERSED SOFTWARE. YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE DO NOT USE THE KONVERSED SOFTWARE. KONVERSED RESERVES THE RIGHT TO UPDATE AND CHANGE, AT ANY TIME AND WITHOUT PRIOR NOTICE, THE TERMS OF THIS LICENSE. CONTINUED USE OF THE KONVERSED SOFTWARE AFTER ANY SUCH CHANGES CONSTITUTES ACCEPTANCE OF THE NEW TERMS. IF YOU HAVE RECENTLY PURCHASED KONVERSED SOFTWARE AND YOU DO NOT AGREE TO THE TERMS OF THE SLA, YOU MAY BE ELIGIBLE FOR A REFUND, SUBJECT TO THE KONVERSED REFUND POLICY. ### Recitals A. KONVERSED is the owner of the software known as Konversed. Konversed is an application software ecosystem developed using Xcode that can be deployed on Apple iPhones and iPod Touches. B. KONVERSED owns the source code and the content management system (“CMS”) used with the Apple iOS applications (“APP”) known as Konversed. C. KONVERSED wishes to convey, and Licensee agrees to receive, certain limited rights in the Konversed Software pursuant to the terms and conditions contained in this LICENSE. ### 1 DEFINITIONS - **“CMS”** means the content management system used in conjunction with the mobile application known as Konversed as well as any archival copies of such computer programs and documentation permitted by this SLA. - **“Konversed Software”** means the Konversed content management system (“CMS”) used with the Apple iOS applications (“APP”) Software LICENSE and Xcode Licenses. - **“Install”** means placing the CMS on a computer’s hard disk, CD-ROM, or other secondary storage device, including mobile phone devices or web-based storage. - **“License Fee”** means the per annum or monthly price payable. - **“Use”** means: - (i) executing or loading the CMS into computer RAM or other primary memory; - (ii) copying the CMS for archival or emergency restart purposes. - **“User”** is a person who is granted the right to use the Konversed Software. - **“Xcode”** and **“Swift”** are a suite of tools developed by Apple for developing software for Mac OS X and iOS. ### 2 GRANT OF LICENSE KONVERSED grants the Licensee a non-exclusive license to use the CMS for UNLIMITED users. Licensee will make no other copies of the CMS except as authorized herein. Title to the CMS will remain vested in KONVERSED, and nothing in this SLA will give or convey any right, title or interest therein to Licensee except as a licensee under the terms of this SLA. ### 3 LICENSE FEE & PAYMENT TERMS (a) Upon the execution of this Agreement, the Licensee must pay KONVERSED, either a monthly or annual license fee. (b) The License Fee payable by the Licensee shall entitle the Licensee to services in addition to use of the Konversed Software, including: - (i) support via the Internet, telephone, or email; - (ii) all updates for the Konversed Software. (c) The Licensee agrees that the SLA will not be granted by KONVERSED unless and until all fees under Clause 3(a) have been paid in full. (d) Failure to pay the License Fee is a default under this Agreement, enabling KONVERSED to terminate the Agreement upon thirty days notice to the Licensee to remedy the default. (e) Any new versions of Konversed released by KONVERSED will be available to the Licensee under the License Fee. (f) Invoices rendered must be paid within seven days of the invoice date, failing which interest may be charged at ten percent per annum. ### 4 LIMITATIONS ON USE (a) The Licensee agrees to use the CMS and APP only for its own business. (b) The Licensee will not decode, alter, decompile, reverse engineer, or disassemble the CMS and/or APP. ### 5 LIMITATIONS ON TRANSFER (a) This License is personal and may not be conveyed without the prior written consent of KONVERSED. (b) The Licensee may not transfer this SLA without obtaining prior permission in writing from KONVERSED. (c) Konversed Software cannot be legally acquired from any other person or company. ### 6 TERM AND TERMINATION (a) The License commences as of the date of this SLA. (b) Upon termination, the Licensee will return or delete all copies of the CMS within fourteen days. (c) Breaches may allow KONVERSED to terminate this SLA. (d) If terminated due to Licensee's noncompliance, KONVERSED shall remove the Konversed APP from the iTunes Store and data from the Konversed Cloud Service. (e) The Licensee may terminate this Agreement at any time. ### 7 CONFIDENTIALITY (a) The Licensee agrees to observe confidentiality regarding the Konversed Software. (b) Unauthorized use or dissemination of information will be a breach of the agreement. ### 8 LICENSEE’S OBLIGATION TO NOTIFY OF INFRINGEMENT The Licensee will immediately notify KONVERSED of any infringement of KONVERSED’s rights in the CMS. ### 9 WARRANTY OF TITLE KONVERSED warrants that it is the lawful owner of the CMS. ### 10 CMS WARRANTY AND DISCLAIMER (a) KONVERSED warrants the CMS has been developed in a workmanlike manner. (b) The Licensee’s exclusive remedy for breaches will be correction of material deficiencies. (c) This warranty is exclusive, displacing all other warranties. ### 11 LIMITATION OF LIABILITY & INDEMNIFICATION (a) Neither party will be liable for special, indirect, or consequential damages. (b) KONVERSED will not be responsible for issues arising from OS upgrades. (c) KONVERSED’s total liability shall not exceed fees paid under this SLA. (d) Claims must be filed within one year after they arise. (e) The Licensee will indemnify KONVERSED against claims arising from its use of the CMS. (f) KONVERSED agrees to indemnify the Licensee and its successors against certain claims. ### 12 LICENSEE’S CONFIDENTIAL INFORMATION (a) KONVERSED acknowledges Licensee’s materials are confidential. (b) Exceptions to confidentiality will apply as per defined criteria. ### 13 PERMISSIONS AND COPYRIGHTS (a) The Licensee will obtain all necessary permissions regarding materials provided to KONVERSED. (b) Guarantees exist that permissions are properly sought. (c) The Licensee is responsible for materials shared via the Konversed Software. ### MISCELLANEOUS PROVISIONS ### 14 RELATION OF PARTIES No agency or partnership is created by this Agreement. ### 15 JURISDICTION This Agreement shall be governed by the laws of Florida, USA. ### 16 SEVERABILITY Provisions shall be interpreted to be valid. Invalid provisions do not affect other provisions. ### 17 FORCE MAJEURE Neither party will be considered in breach due to events beyond their control. ### 18 NO IMPLIED WAIVER Failure to enforce rights does not constitute waiver of those rights. ### 19 ENTIRE AGREEMENT This SLA constitutes the entire agreement among the parties on the subject matter. ### 20 SUCCESSORS AND ASSIGNS References to the parties shall include successors and assigns. ### 21 NON-ASSIGNMENT Neither party may assign this Agreement without consent from the other party. ### 22 MODIFICATIONS TO AGREEMENT Modifications must be in writing and signed by authorized representatives. ### NOTICES FROM KONVERSED The Licensee consents to receive notices by email. Electronic notices will satisfy legal communication requirements. Konversed® Software is a service provided by Konversed Holdings, LLC.