1. Acceptance of Terms
1.2 You may not use the Services if (a) you are prohibited by Law (as defined herein) from receiving or using the Services, (b) you are not fully able and competent to enter into a binding contract with CounterPath, such as if you are not of legal age or have not obtained parental consent. In particular, unless expressly stated otherwise in the Additional Terms for any given Service, you affirm that you are over the age of 13.
1.3 CounterPath may change the Terms at its sole discretion. If we change the Terms, then we will make a new copy available at http://www.bria-x.com/TermsOfUse.aspx. Your use of the Services is subject to the most current version of the Terms at the time of such use.
Unless otherwise defined, capitalized terms used throughout these General Terms have the meanings stated below:
2.1 "Account Information" means the information you provide to CounterPath when you register for a service, including your Customer User ID and log-in information.
2.2 "CounterPath Materials" means any Materials provided by CounterPath under these Terms.
2.3 "Intellectual Property Rights" means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, and any other intellectual and proprietary rights.
2.4 "Law" means any applicable law, regulation, or generally accepted practices or guidelines in any applicable jurisdiction, such as any laws regarding the export of data or software to and from the United States or other applicable countries.
2.5 "Marks" means the trademarks, logos and service marks displayed on the Services.
2.6 "Materials" means any materials provided by you or CounterPath including without limitation any (a) information, support forum postings, data, documents, images, photographs, graphics, audio, videos, or webcasts, and (b) Software.
2.7 "Shared Material" means the Material that you or other Users share through the Services.
2.8 "Share" means to email, post, transmit, upload, or otherwise make available through your use of the Services.
2.9 "Software" means CounterPath software code and developer tools and associated documentation, including without limitation any desktop, smartphone or tablet applications related to the Services, content files, drivers, patches, or fonts.
2.10 "User" means a user of the Service.
2.11 "Your Material" means any Materials that you Share through your use of the Services.
4.1 Services and CounterPath Materials. The Services and CounterPath Materials, and their selection and arrangement, are protected by Intellectual Property Rights. Except as expressly provided in the Terms, CounterPath and its licensors do not grant any express or implied rights to use the Services and Materials. All rights, title, and interest in the Service and CounterPath Materials, in all languages, formats, and media throughout the world, are and will continue to be the exclusive property of CounterPath and/or its licensors and nothing in the Terms shall be construed to confer any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights, to you or any third party.
4.2 Trademarks. The Marks are the property of CounterPath or other rights holders. You are not permitted to use the Marks without the prior consent of CounterPath or the rights holder. CounterPath and the CounterPath logo, Bria, Stretto Platform and Stretto are trademarks of CounterPath Corporation.
5. Use of Service and Materials
5.1 If you comply with the terms and conditions of this Agreement, CounterPath grants to you a non-exclusive, non-transferable, revocable right to access and use the Services, to share Your Materials to the Service, and to use the CounterPath Materials in connection with the Services, subject to the restrictions stated in this Section.
5.2 Free or Trial Software. You agree that Free or Trial Software is provided for demonstration or evaluation purposes only, and is not for resale. CounterPath’s Free X-Lite software is additionally for non-commercial use only.
5.3 Pre-release Version. We may designate the Software or Services as a pre-release or beta version ("Pre-release Version"). Pre-release Version does not represent the final product and may contain bugs that may cause system or other failure and data loss. We may choose not to commercially release the Pre-release Version. You must promptly cease using the Pre-release Version and destroy all copies of Pre-release Version if we request you to do so, or if we release a commercial version of the Pre-release Version. Any separate agreement we enter into with you governing the Pre-release Version will supersede the provisions on Pre-Release Version set out in this section.
5.4 Use of the Service requires a constant connection to the Internet. Please note you may incur network connection and data charges when you use our services over your mobile/cellular data connection.
5.5 CounterPath strives to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and CounterPath is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Material or data that you have stored.
5.6 Except with respect to Your Material, you agree:
(a) Not to alter, copy, modify, or re-transmit the Materials;
(b) Not to lease, license, rent, or sell the Materials or the right to use and access the Services, unless provided for in Additional Terms;
(c) Not to remove, obscure, or alter any text or proprietary notices contained in Materials;
(d) Not to copy or imitate part or all of the design, layout, or look-and-feel of the Service, which are protected by Intellectual Property Rights;
(e) That the use of Materials is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media;
(f) To use the Services and the Materials only as permitted by the Terms and any Law; and
(g) That certain Services and Materials may be available only if you have paid a fee or have provided certain Account Information.
5.7 CounterPath may modify or discontinue, temporarily or permanently, the Services or Materials, or any portion thereof, with or without notice. You agree that CounterPath shall not be liable to you or anyone else if we do so.
6. Payment Terms
6.1 Subscription Fees. Certain Services require you to purchase a subscription or membership in order to access all or part of such Services. Subscription Fees are non-refundable, except as otherwise stated in specific subscription terms applicable to a Service. Subscription Fees may change at the end of your subscription period.
6.2 You are responsible for paying all taxes levied in connection with your use of the Services. Your credit card company or bank may impose on you other fees, such as foreign exchange fees, in connection with your payment of the Subscription Fees. Your ability to access the Services may require payment of third-party fees (such as telephone toll charges, mobile carrier fees, ISP, data plan, etc.). CounterPath has no connection to or responsibility for such fees.
6.3 Recurring Payments. When you purchase the Services on a subscription basis (e.g., monthly, or annually (as applicable)), you acknowledge and agree that you are authorizing recurring payment, and payments shall be made to CounterPath by the method you have chosen at the recurring intervals chosen by you, until the subscription for that Service is terminated by you or by CounterPath. By authorizing recurring payments, you are authorizing CounterPath to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (in the case of Automated Clearing House or similar payments), or as charges to your designated account (in the case of credit card or similar payments) (collectively, "Electronic Payments"). Subscription fees are generally billed or charged in advance of the applicable subscription period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, CounterPath or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee and to process any such payment as an Electronic Payment.
6.4 Automatic Renewal. Provided that automatic renewals are allowed in your state, we will inform you by email before automatically renewing your Services, unless purchased on a subscription basis. Once we have informed you that the Services will be automatically renewed, we may automatically renew your Services and charge you the then current price for the renewal term. We will also remind you that we will bill your chosen payment method for the Services renewal, whether it was on file on the renewal date or provided later. We will also provide you with instructions on how you may cancel the Services. You must cancel the Services before the renewal date to avoid being billed for the renewal.
7. Account Information
You agree that your Account Information will always be complete, accurate, and up-to-date. It is your responsibility to keep your account password or log-in credentials confidential at all times and you are solely responsible to CounterPath for all activity that occurs via your Account. If you become aware of any unauthorized use of your account or Account Information, or any other breach of security, you agree to notify CounterPath by contacting us at firstname.lastname@example.org. CounterPath may require that you change your Account Information or certain parts of your Account Information at any time for any reason. Unless CounterPath expressly allows you the right to create and manage CounterPath IDs as an account administrator for a company or group or unless expressly permitted in the Additional Terms, you may not use another person’s Account Information.
8. User Conduct
8.1 You agree not to access or attempt to access the Services by any means other than the interface provided by CounterPath or circumvent any access or use restrictions put into place to prevent certain uses of the Services.
8.2 You agree not to use, or to encourage or permit others to use, the Services to:
(a) Share any Material that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, obscene, child-pornographic, lewd, profane, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
(b) Stalk, intimidate, and/or harass another;
(c) Incite others to commit violence;
(d) Harm minors in any way;
(e) Share any Material that you do not have a right to Share under any Law or contractual or fiduciary relationship;
(f) Share any Material that infringes any Intellectual Property Right or other proprietary right of any party;
(g) Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(h) Forge headers or otherwise manipulate identifiers to disguise the origin of any of Materials posted on or transmitted through the Services;
(i) Use the Services or Materials such that it will mislead a User into believing that they are interacting directly with CounterPath or any Service;
(j) Engage in any chain letters, contests, junk email, pyramid schemes, spamming, surveys, or other duplicative or unsolicited messages (commercial or otherwise);
(k) Use any CounterPath domain name as a pseudonymous return email address;
(l) Share any Material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment;
(m) Access or use the Services in any manner that could damage, disable, overburden, or impair any CounterPath server or the networks connected to any CounterPath server;
(n) Intentionally or unintentionally interfere with or disrupt the Services or violate any applicable Laws related to the access to or use of the Services, violate any requirements, procedures, policies, or regulations of networks connected to the Services, or engage in any activity prohibited by the Terms;
(o) Disrupt or interfere with the security of, or otherwise cause harm to, the Services, Materials, systems resources, accounts, passwords, servers, or networks connected to or accessible through the Services or any affiliated or linked sites;
(p) Disrupt, interfere with, or inhibit any other User from using and enjoying the Services or Materials, or other affiliated or linked sites, Services, or Materials;
(q) Access or attempt to access any Material that you are not authorized to access or through any means not intentionally made available through the Services;
(r) Reproduce, sell, trade, resell or exploit for any commercial purpose, any portion of the Services or any Materials, use of any Service or Materials, or access to any Service or Materials;
(s) Use any data mining, robots, or similar data gathering and extraction methods in connection with the Services or Materials;
(t) Host, on a subscription basis or otherwise, the Services without CounterPath’s authorization, including any related application, (i) to permit a third party to use the Services to create, transmit, or protect any content, or (ii) to conduct conferences or online meeting services for a third party;
(u) Defraud, defame, or otherwise violate the legal rights (such as rights of privacy and publicity) of others; or
(v) Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section.
9. Your Material
9.1 For Your Material that’s Shared in a public forum (such as discussion boards or forums that may be browsed by anyone with an internet connection, etc.), you grant CounterPath a worldwide, royalty-free, non-exclusive, transferable, and sublicensable license to adapt, display, distribute, modify, perform, publish, reproduce, translate, and use Your Material for the purpose of operating and improving the Services and enabling your use of the Services. You may revoke the license and terminate CounterPath’s rights at any time by informing CounterPath.
10. Use of Software
10.1 Software made available via the Services or through third-party marketplaces or stores is governed by the terms of the applicable Additional Terms or the license agreement referenced in the Software. If there is any conflict between these Terms and the license agreement provided with such Software, then the license agreement shall take precedence in relation to that Software. If the Software is a pre-release version, then you are not permitted to use or otherwise rely on the Software for any commercial or production purposes, notwithstanding anything to the contrary included within an accompanying license agreement.
10.2 CounterPath may provide Software applications through third parties that interact with the Service and CounterPath products. You are responsible for obtaining and maintaining any equipment or ancillary services needed to access these applications and you are responsible for all applicable taxes and fees incurred while accessing such applications (such as fees from your mobile carrier, overage charges, etc.)
10.3 If no license agreement accompanies the Software that is available for download, the download and use of such Software will be governed by the terms of this section. CounterPath grants you a personal, worldwide, revocable, limited, non-transferable, non-sublicensable, non-assignable, nonexclusive license to use the Software in the manner permitted by the Terms. For clarification, you shall not distribute, lease, rent, sell, or sublicense the Software. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the Software. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software, provided, however, that you must first request the information from CounterPath and CounterPath may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on use of the Software to ensure that CounterPath’s Intellectual Property Rights in the Software are protected. You may not assign (or grant a sublicense of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your rights to use the Software. For clarity, your use of the Software is also subject to the disclaimers and limitations in Sections 12 and 13 below and your compliance with the export control laws of Section 19.
10.4 The Software may automatically download and install updates from CounterPath. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new Software modules, and completely new versions. You agree to receive such updates (and permit CounterPath to deliver these to you with or without your knowledge) as part of your use of the Services.
11. Your Warranty, Indemnification Obligation, and Waiver
11.1 You represent and warrant that Your Material does not violate or infringe any intellectual property right or other proprietary right, including right of publicity or privacy, of any person, company or entity, or other third party.
11.2 You agree to indemnify and hold CounterPath and its subsidiaries, affiliates, officers, agents, employees, or other partners, and licensors harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of Your Material, your use of the Services or Materials, your connection to the Services or Materials, the actions of any member of your group, and your connections therewith, any claim that Your Material caused damage to someone else, any dealings between you and anyone else advertising or promoting via the Services or Materials, your violation of the Terms, or your violation of any rights of another, including any Intellectual Property Rights.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
12.1 THE SITE, SERVICES, AND MATERIALS ARE PROVIDED BY COUNTERPATH "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, COUNTERPATH AND ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, SERVICES, OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE SITE, SERVICES, OR MATERIALS WILL MEET YOUR EXPECTATIONS; OR THAT (D) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES, OR MATERIALS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COUNTERPATH OR THROUGH OR FROM USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
12.2 COUNTERPATH SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO ANY ACTIONS RESULTING FROM YOUR USE OF OR PARTICIPATION IN ANY SERVICES AND YOUR USE OF MATERIALS. ANY MATERIAL DOWNLOADED, MADE AVAILABLE, OR OTHERWISE OBTAINED THROUGH USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. COUNTERPATH ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM ANY OF THE SERVICES.
12.3 COUNTERPATH DOES NOT CONTROL, ENDORSE, OR ACCEPT RESPONSIBILITY FOR ANY MATERIALS OR SERVICES OFFERED BY THIRD PARTIES ACCESSIBLE THROUGH LINKED SITES. COUNTERPATH MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER ABOUT, AND SHALL NOT BE LIABLE FOR, ANY SUCH THIRD PARTIES, THEIR MATERIALS OR SERVICES. ANY DEALINGS THAT YOU MAY HAVE WITH SUCH THIRD PARTIES ARE AT YOUR OWN RISK.
12.4 COUNTERPATH WILL NOT BE LIABLE FOR ANY LOSS THAT YOU MAY INCUR AS A RESULT OF SOMEONE ELSE USING YOUR PASSWORD OR ACCOUNT OR ACCOUNT INFORMATION IN CONNECTION WITH THE SITE OR ANY SERVICES OR MATERIALS, EITHER WITH OR WITHOUT YOUR KNOWLEDGE.
12.5 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. Limitation of Liability
13.1 IN NO EVENT SHALL COUNTERPATH, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF COUNTERPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SITE, SERVICES OR MATERIALS. NOTHING IN THE TERMS SHALL LIMIT OR EXCLUDE COUNTERPATH’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF COUNTERPATH OR ITS EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY.
13.2 COUNTERPATH’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, LICENSORS, AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY YOU FOR ACCESS TO THE SERVICE DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION WILL APPLY EVEN IF COUNTERPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
13.3 THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
14.1 CounterPath, in its sole discretion, may (but has no obligation to) monitor or review the Services and Materials at any time. Without limiting the foregoing, CounterPath shall have the right, in its sole discretion, to remove or change any of Your Material for any reason (or no reason), including if it violates the Terms or any Law.
14.2 Although CounterPath does not generally monitor User activity occurring in connection with the Services or Materials, if CounterPath becomes aware of any possible violations by you of any provision of the Terms, CounterPath reserves the right to investigate such violations, and CounterPath may, at its sole discretion, immediately terminate your rights hereunder, including your right to use the Services or Materials, or change, alter, or remove your Account Information, in whole or in part, without prior notice to you. If, as a result of such investigation, CounterPath believes that criminal activity has occurred, CounterPath reserves the right to refer the matter to, and to cooperate with, any and all applicable law enforcement authorities. Except to the extent prohibited by applicable Law, CounterPath is entitled to retain and/or disclose any information or Materials, including Your Material or Account Information (or elements thereof), in CounterPath’s possession in connection with your use of the Services to (a) comply with applicable Law, legal process, or governmental request; (b) enforce the Terms; (c) respond to any claims that Your Material violates the Terms or rights of third parties; (d) respond to your requests for customer services; or (e) protect the rights, property or personal safety of CounterPath, its Users, or third parties, including the public at large, as CounterPath in its sole discretion believes to be necessary or appropriate.
You have no obligation to provide CounterPath with ideas, suggestions or proposals ("Feedback"). However, if you submit Feedback to CounterPath, we may use it for any purpose without compensation to you.
16. Links to Other Sites
The Services and Materials may include links that will take you to websites or services not operated by CounterPath. Whether the link was provided by CounterPath as a courtesy, or whether it was posted by a User, CounterPath has no control over non-CounterPath websites or services. You agree that we are not responsible for the availability or contents of any website or service we do not operate.
17.1 Termination by You.
(a) As a group administrator for a Service, You may stop using the Service at any time. To terminate your Service account contact CounterPath at email@example.com. Any fees paid by you prior to your termination are not refundable, except as set forth in any Additional Terms applicable to the Service. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.
(b) As a group administrator for a Service, you may terminate an individual User’s access to a Service at any time.
17.2 Termination by CounterPath. Subject to Additional Terms for certain Services and any associated subscription terms and conditions, CounterPath may at any time terminate our agreement with you (or any individual Additional Terms) if:
(a) You have breached any provision of the Terms (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with the Terms);
(b) CounterPath is required to do so by Law (for example, where the provision of the Services or Materials to you is, or becomes, unlawful);
(c) The provision of the Services to you by CounterPath is, in CounterPath’s opinion, no longer commercially viable;
(d) CounterPath has elected to discontinue the Services or Materials (or any part thereof); or
(e) There has been an extended period of inactivity in your account.
17.3 Termination or Suspension of Services. CounterPath may also terminate or suspend all or a portion of your account and/or access to the Services for any reason (subject to Additional Terms for certain Services). Except as may be set forth in any Additional Terms applicable to a particular Service, termination of your account may include: (a) removal of access to all offerings within the Services; (b) deletion of your Account Information, including your personal information, log-in ID and password, and all related information, files, and Materials associated with or inside your account (or any part thereof); and (c) barring of further use of the Services.
17.4 You agree that all terminations for cause shall be made in CounterPath’s sole discretion and that CounterPath shall not be liable to you or any third party for any termination of your account (and accompanying deletion of your Account Information), or access to the Services and Materials, including Your Material.
17.5 Upon expiration or termination of the Terms, you shall promptly discontinue use of the Services and Materials. However, any perpetual licenses you have been granted, any of your indemnification obligations hereunder, any of CounterPath’s disclaimers or limitations of damages of liabilities hereunder, and Sections 8-15, 17, 19, 20, and 21 will survive any termination or expiration of the Terms.
17.6 Upon termination of your use of the Service by you or by CounterPath for any other reason other than for cause, CounterPath will make reasonable effort to notify you at least thirty (30) days prior to termination at the email address you provide CounterPath as part of your registration.
17.7 Except as otherwise stated in any Additional Terms and applicable subscription terms, in the event of termination by CounterPath for reasons other than breach of these Terms, CounterPath will provide notice pursuant to the General Terms and will provide you with a pro rata refund for the prepaid and unused portion of the Service.
18. International Users
18.1 The Services can be accessed from countries around the world where permitted and may contain references to Services and Materials that are not available in your country. These references do not imply that CounterPath intends to announce such Services or Materials in your country.
18.2 These Services are controlled, operated, and administered by CounterPath from its offices in the United States of America or Canada. CounterPath makes no representation that the Services or Materials are appropriate or available for use outside of the United States or Canada. CounterPath reserves the right to block access to the Services or Materials by certain international users. If you access the Services from a location outside the United States or Canada, then you are responsible for compliance with all local Laws.
19. Export Control Laws
You acknowledge that the Services, Software, and Materials are subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and that you will comply with the Export Laws. Accordingly, you certify that you are aware of and will comply with all applicable export rules and regulations, including the responsibility to obtain a license for the export or re-export of the Software and other materials to any destination requiring such a license. In addition, the Software may not be exported or re-exported to any country to which the United States or Canada prohibits the export of goods, technology, or services or to nationals of those countries, wherever located. Moreover, the Software may not be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals maintained by the U.S. government. By using the Services or downloading the Software, you are certifying that you are not a national of one of the above-listed countries or of any other country to which the United States or Canada embargoes goods, services, or technology and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
20. Resolution of Disputes
20.1 Venue. You agree that any claim or dispute you may have against CounterPath must be resolved by a court located in Nevada, United States of America except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located in Nevada, United States of America when the laws of Nevada apply for the purpose of litigating such claims or disputes. The parties specifically disclaim the U.N. Convention on Contracts for the International Sale of Goods.
20.2 All claims you bring against CounterPath must be resolved in accordance with this Section. All claims filed or brought contrary to this Section shall be considered improperly filed. Should you file a claim contrary to this Section, CounterPath may recover attorneys’ fees and costs up to U.S. $1,000, provided that CounterPath has notified you in writing of the improperly filed claim and you have failed to properly withdraw the claim.
20.3 Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or Materials in violation of the Terms you agree that CounterPath shall be entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
21.1 Notice to CounterPath. Any notice provided to CounterPath pursuant to the Terms should be sent to 800 - 885 West Georgia Street Vancouver, BC V6C 3H1, Attention: General Counsel.
21.2 Notice to You. CounterPath may provide you with notices, including those regarding changes to the Terms, by email, regular mail, text message, postings on or within the Services, or other reasonable means now known or hereafter developed.
21.3 Entire Agreement. The Terms constitute the entire agreement between CounterPath and you with respect to your access to or use of the Services and Materials and supersede any prior agreements between you and CounterPath on such subject matter.
21.4 Non-Assignment. You may not assign or otherwise transfer the Terms, or any right granted hereunder, without CounterPath’s written consent. CounterPath’s rights under the Terms are transferable by CounterPath.
21.5 Severability. If for any reason a court of competent jurisdiction finds any provision of the Terms, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties as reflected by that provision, and the remainder of the Terms shall continue in full force and effect.
21.6 Waiver. Any failure by CounterPath to enforce or exercise any provision of the Terms, or any related right, shall not constitute a waiver of that provision or right.
21.7 Report Abuse. Please report any violations of the Terms via the report abuse mechanism offered in conjunction with the specific Service in which the alleged violation occurs.
21.8 You are solely responsible for your familiarity and compliance with any laws that may prohibit you from participating in or using any part of the Services.