Ventrilo Client Software License, Version 2.3.0

THIS SOFTWARE LICENSE AGREEMENT (the "Agreement') is a legal agreement between you (either an individual or single entity) and Flagship Industries, Inc. ("Flagship") for the software identified above.  By installing, copying, downloading, accessing or otherwise using the software or its documentation, you agree to be bound by the terms of this Agreement.  If you do not agree to the terms of this Agreement, do not install or use the software or its documentation.

COPYING OF THIS COMPUTER PROGRAM OR ITS DOCUMENTATION EXCEPT AS PERMITTED BY THIS LICENSE IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY.  IF YOU COPY THIS COMPUTER PROGRAM WITHOUT PERMISSION OF FLAGSHIP, YOU ARE VIOLATING THE LAW.  YOU MAY BE LIABLE TO FLAGSHIP FOR DAMAGES, AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

1. DEFINITIONS.
1.1 "Software" means the client software identified above and any associated media, printed materials, and online or electronic documentation, including any updates or supplements provided to you by Flagship.

1.2 "Server Software" means a Ventrilo Pro Version Server Software and Ventrilo Public Version Server Software.

2. GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, you may install and use the Software on computers owned or leased by you to access and use Server Software licensed for use by Flagship.

3. USE OF THE SOFTWARE.

3.1 Restrictions on Use. The license granted by Flagship to use the Software is subject to the following restrictions:

3.1.1 The Software is provided in and may be used in machine-readable object code form only.  You may use the Software only in its original form, and shall not modify, reverse compile, reverse engineer, disassemble, or translate the Software.  You may not merge the Software into another program, create any derivative works or otherwise use the Software except as specifically permitted in this Agreement.

3.1.2 The Software is licensed as a single product.  Its components may not be separated for use on more than one device.

3.1.3 You may not rent, lease, sublicense, lend, allow access to, or transfer the Software to any other party, by operation of law or otherwise.

3.1.4 You may not export or re-export the Software without first having obtained the appropriate United States or foreign government export licenses; provided, however, that in no event may you export the Software to any country to which export is prohibited by the United States, or to any country which is not a member of either the Universal Copyright Convention or the Berne Convention (a "Member Country"); provided, that any export to a Member Country is only permitted if such Member Country recognizes copyright protection for software.

3.1.5 You may not use the Software to access or use any software other than Server Software licensed for use by Flagship.

3.1.6 The Software contains portions of binary form code prepared by Flagship and used with permission of Jean-Marc Valin/Xiph.Org Foundation subject to the following copyright notice: (c) 2002-2003, Jean-Marc Valin/Xiph.Org Foundation *

3.2 Proprietary Rights. The Software is copyrighted material under the laws of the United States and international treaty provisions.  Notwithstanding the copyright, the Software contains trade secrets and confidential information of Flagship.  You may make a single copy in machine-readable form of the program that is part of the Software; provided the copy is used only as permitted by this Agreement and contains the original copyright notice and all proprietary legends.  In addition, you may make a single copy of the any documentation accompanying the program, provided all copies of the documentation contain the original copyright notice and all proprietary legends.  No other copies may be made of the Software, the documentation or any part thereof.

3.3 Confidentiality.

3.3.1 Protection of the Software. The Software and all copies of it, regardless of the form or media in which the original or copies may exist, are the sole and exclusive property of Flagship.  By accepting this license, you agree that the Software, including the source and object codes, logic and structure, constitute valuable trade secrets of Flagship.  Except as expressly permitted herein, you agree not to disclose, post, transfer, transmit, permit downloading or copying or otherwise make available any part of the Software to any third party on any basis.  By accepting this License, you do not become the owner of the Software and Flagship retains all right, title and interest in and to the Software.  This section shall survive any termination of this Agreement.  

3.4 Trademarks. This Agreement does not grant you any rights in connection with any trademarks or service marks of Flagship.

3.5 Phone Home Capability.  Flagship may utilize a phone home functionality in which the Software periodically communicates with Flagship servers to verify authentication, check for new versions and provide more advanced features and functionality.  Flagship's phone-home system will not collect any information about you, your computer, your browsing habits, or your identification.

4. TERM OF AGREEMENT.

4.1 Term. This Agreement is effective upon first copying, downloading, accessing or other use of the Software, and shall remain in effect until terminated by Flagship or by operation of this Agreement.

4.2 Termination. Flagship may terminate this Agreement and the license granted herein upon one (1) month prior notice to you for any reason or immediately upon breach of any provision of this Agreement.  You may terminate this Agreement by destroying all copies of Software in your possession or control, in whatever form or media, and deleting the Software from your computers.

4.3 Actions to be Taken Upon Termination. Upon termination, you agree to immediately discontinue use of and destroy all or partial copies of Software, in whatever form or media, and to delete the Software from your computer libraries.  You agree to take all steps as may be reasonably requested by Flagship to ensure that the Software on your computers has been removed.

4.4 Effect of Termination. Termination of this Agreement shall not bar Flagship from seeking any other remedy it may have available against you for breach of this Agreement.

5. NO WARRANTIES. FLAGSHIP EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE.  THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH YOU.

6. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FLAGSHIP BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR BUSINESS INTERRUPTION, LOSS OF DATA OR LOSS OF USE OF SERVICES, OR ANY OTHER PECUNIARY LOSS) WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITY OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY, IN CONNECTION WITH THIS AGREEMENT OR ARISING OUT OF THE USE OF THE SOFTWARE OR THE PROVISION OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF FLAGSHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE MAY NOT APPLY TO YOU.

7. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Flagship, its officers, directors, employees, agents, representatives, shareholders, successors and assigns from all claims, losses, damages, liabilities, obligations, costs and expenses, including reasonable attorneys' fees, expenses and other consequences ("Claims") arising from (1) your breach of any provision of this Agreement; (2) the unauthorized use, duplication or disclosure of the Software provided to you; and/or (3) your use of the Software, except for those Claims that arise solely as the result of Flagship's willful misconduct or gross negligence.

8. UPDATES AND NEW VERSIONS. Flagship may, at its discretion, make updates or new versions of the Software available to you under such terms and conditions as may be required by Flagship.  In the event that any such updates or new versions of the Software are made available to you, you agree to update, delete from your computers and/or otherwise discontinue use of previous versions of the Software.  Unless otherwise stated by Flagship in writing, this Agreement shall apply to any updated or new version of the Software issued by Flagship.  However, Flagship may, at its discretion, terminate this Agreement upon issuance of any new or updated version of the Software and require that you to enter into a new license or addendum covering the new or updated version of the Software.


9. U.S. GOVERNMENT RESTRICTED RIGHTS. This Software and documentation is provided with RESTRICTED RIGHTS for U.S. Government customers.  Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR, 48 CFR 52.227-14 or DFAR, 48 CFR 252.227-7013, as applicable. Manufacturer is Flagship, Industries, Inc., P.O. Box 198, Maryville, Illinois 62062.

10. MISCELLANEOUS PROVISIONS.

10.1 Assignment. Neither this Agreement nor any rights hereunder, in whole or in part, shall be assignable, licensable or otherwise transferable by you, and any purported assignment, sublicense or transfer shall be null and void.  Flagship may freely assign or otherwise transfer all or any portion of its rights and obligations under this Agreement.

10.2 Severability. If any term or provision of this Agreement shall be found to be illegal or unenforceable, then, notwithstanding, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected.  IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY OR LIMITED WARRANTY IS INTENDED BY THE PARTIES TO BE SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS SUCH.

10.3 Breach. No consent by either party to, or waiver of, a breach of this Agreement by the other party, whether express or implied, shall constitute a consent to, waiver of, or excuse for any other different, continuing, or subsequent breach.  Upon a breach of this Agreement by you, Flagship shall be entitled to immediately terminate your right to use the Software.

10.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the Software and any prior versions of the Software and supersedes, terminates and replaces all prior agreements, whether written or verbal, between the parties.  No amendment shall be considered to have been made to this Agreement unless it is expressly agreed to by Flagship in a writing that refers to this Agreement. 

10.5 Governing Law. The parties agree that this Agreement shall be governed and construed by the laws of the State of Illinois.  You hereby submit and waive any objection to the jurisdiction and venue of the state and federal courts of Illinois.  The parties agree that this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

* The following information pertains only to those portions of the Software used in the Speex codec and does not diminish or override any of Flagship's rights in the Software, including copyright, trade secrets and confidential information rights of Flagship as specified in previous sections, including but not limited to Sections 3.2 and 3.3.1. The Software contains portions of binary form code prepared by Flagship and used with permission of Jean-Marc Valin/Xiph.Org Foundation subject to the following copyright notice, redistribution restrictions and disclaimer:
(c) 2002-2003, Jean-Marc Valin/Xiph.Org Foundation
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met: 
* Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer. 
* Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution. 
* Neither the name of the Xiph.org Foundation nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission. 
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE FOUNDATION OR CONTRIBUTORS BE LIABLE 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 ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 
