Terms of Use

END-USER LICENSE AGREEMENT FOR Matrix Messenger SERVICES

This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity, hereafter referred to as "You") and the mentioned author (Matrix Messenger) of the website hosted on www.matrixmessenger.com, its subdomains and all software downloaded from this mentioned site and its subdomains including but not limited to Matrix Messenger (the "SOFTWARE), which include computer software, access to Matrix Messenger online services, and associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT").By accessing, installing, copying, or otherwise using the SOFTWARE or any portion thereof, you agree to be bounded by the terms of this EULA. If you do not agree to the terms of this EULA, do not access, install or use the SOFTWARE or any portion of the SOFTWARE.

SOFTWARE PRODUCT LICENSE/MODIFICATION OF THE EULA

All versions of the SOFTWARE are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

The sole property belongs to Matrix Messenger The SOFTWARE may not be duplicated, sold, distributed or utilized in any manner not described herein without the prior written consent of Matrix Messenger

Parties interested in licensing the SOFTWARE for other than personal use should contact Matrix Messenger

Matrix Messenger, reserves the right to modify the terms of this EULA, including, but not limited to, adding fees and charges for use of all or any portion of the SOFTWARE. Any changes, additions, or deletions shall be effective immediately upon notice to you, which may be given by any means, including, but not limited to: (a) online posting through popup messages on Matrix Messenger, or (b) online posting at www.matrixmessenger.com, or (c) sending by electronic or conventional mail to any address here provided by you to Matrix Messenger

Your use of Matrix Messenger after such notice has been given to you shall be deemed to constitute acceptance of such changes, additions, or deletions.

REFUNDS AND REBATES

Please note that Matrix Messenger will not refund or rebate any portion of any purchase price or fees paid to Matrix Messenger in connection with the use of the SOFTWARE or any associated products or services, except as required by the laws of the United States of America or the state of Florida, regardless of whether or not you chose to use the SOFTWARE, associated products, or services, or you are prevented from doing so because of a violation of this EULA.

EQUIPMENT USED WITH Matrix Messenger

You agree that You shall be responsible for obtaining and maintaining all telephone, computer hardware, or other equipment needed for access to Matrix Messenger and all charges related thereto. You agree that ImperialTalk will not be responsible for any damages to such equipment arising from the use of the SOFTWARE or any portion of the SOFTWARE. SOFTWARE LICENSE

All versions of the SOFTWARE are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The sole property belongs to Matrix Messenger The SOFTWARE may not be duplicated, sold, distributed or utilized in any manner not described herein without the prior written consent of Matrix Messenger Parties interested in licensing the SOFTWARE for other than personal use should contact Matrix Messenger at support@matrixmessenger.com.

GRANT OF LICENSE

This EULA grants you the following rights:

Installation and Use:

You may install and use an unlimited number of copies of the SOFTWARE.

Reproduction and Distribution:

You may reproduce and distribute an unlimited number of copies of Matrix Messenger but not any other part of the SOFTWARE including but not limited to the matrixmessenger.com website contents and materials; provided that each copy shall be a true and complete copy, including all copyright and trademark notices, and shall be accompanied by a copy of this EULA.

Copies of Matrix Messenger may be distributed as a standalone product or included with your own product as long as these copies are not sold or included in a product or package that intends to receive benefits through the inclusion of this part of the SOFTWARE.

Matrix Messenger may be included in any free or non-profit packages or products

RESTRICTIONS

You must maintain all copyright notices on all copies of the SOFTWARE.

LIMITATIONS

You may not modify, reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

RENTAL

You may not rent or lease or lend the SOFTWARE.

SEPARATION OF COMPONENTS

The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer.

SOFTWARE TRANSFER

You may permanently transfer all of your rights under this EULA one time, provided you retain no copies, you transfer all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA and, if applicable, the Certificate of Authenticity), you do not receive any payment or other compensation for transferring the SOFTWARE and the recipient agrees to the terms of this EULA. If the SOFTWARE portion is an upgrade, any transfer must include all prior versions of the SOFTWARE.

REPLACEMENT, MODIFICATION AND UPGRADE OF THE SOFTWARE

Matrix Messenger reserves the right to replace, modify or upgrade the SOFTWARE at any time by offering you a replacement or modified version of the SOFTWARE or such upgrade and to charge for such replacement, modification or upgrade. Any such replacement or modified software code or upgrade to the SOFTWARE offered to you by Matrix Messenger shall be considered part of the SOFTWARE and subject to the terms of this EULA (unless this EULA is superseded by a further EULA accompanying such replacement or modified version of or upgrade to the SOFTWARE). In the event that Matrix Messenger offers a replacement or modified version of or any upgrade to the SOFTWARE, (a) your continued use of the SOFTWARE is conditioned on your acceptance of such replacement or modified version of or upgrade to the SOFTWARE and any accompanying superseding EULA and (b) in the case of the replacement or modified SOFTWARE, your use of all prior versions of the SOFTWARE is terminated.

TERMINATION

Without prejudice to any other rights, the Author of this Software (Matrix Messenger) may terminate this EULA if you fail to comply with any terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.

SUPPORT SERVICES

Matrix Messenger, may provide you with support services related to the SOFTWARE ("Support Services"), in its discretion. Use of Support Services, if any, is governed by the Matrix Messenger, policies and programs described in the user manual, in "online" documentation, and/or other Matrix Messenger, provided materials. Any supplemental software code provided to you as a part of Support Services shall be considered part of the SOFTWARE and subject to the terms of this EULA. With respect to technical information you provide to Matrix Messenger, as part of the Support Services, Matrix Messenger, may use such information for its business purposes, including for product support and development. Matrix Messenger will not utilize such technical information in a form that personally identifies you except to the extent necessary to provide you with support.

Assisted support for the SOFTWARE is available by contacting the Online Support Staff. This assistance is provided to you free of charge and Matrix Messenger expressly disclaims any warranty for the support quality and any advice is provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of the provided support remains with you.

For more information on the SOFTWARE, visit the Matrix Messenger website at www.matrixmessenger.com

STORAGE/MESSAGE LIMITATIONS

The amount of storage space per user is limited. Some messages may not be processed due to space constraints, inbound or outbound message limitations. You agree that Matrix Messenger is not responsible or liable for the deletion or failure to process or store messages. Matrix Messenger shall have no obligation to maintain any content in your account or to forward messages to you or any third party.

COPYRIGHT

All title and copyrights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, and text incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE are owned by the Author of this Software: Matrix Messenger The SOFTWARE is protected by copyright laws and international treaty provisions. Therefore, you must treat the SOFTWARE like any other copyrighted material.

DISCLAIMER OF WARRANTIES

The Author of this Software (Matrix Messenger) expressly disclaims any warranty for the SOFTWARE. The SOFTWARE and any related documentation or other products or services of Matrix Messenger, all of which are provided "as is" without warranty of any kind, either express or implied, including, without limitation, the implied warranties or merchantability, fitness for a particular purpose, or non-infringement. The entire risk arising out of use or performance of the SOFTWARE, SOFTWARE INFORMATION and other products or services of Matrix Messenger remains with you.

YOU EXPRESSLY AGREE THAT USE OF Matrix Messenger IS AT YOUR OWN RISK. NO WARRANTY, REPRESENTATION, CONDITION, UNDERTAKING OR TERM - EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE - INCLUDING BUT NOT LIMITED TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE OF Matrix Messenger IS GIVEN OR ASSUMED BY Matrix Messenger ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED. Matrix Messenger MAKES NO WARRANTY THAT Matrix Messenger WILL MEET YOUR REQUIREMENTS, OR THAT Matrix Messenger WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

NO LIABILITY FOR DAMAGES

In no event shall the author of this Software be liable for any special, consequential, incidental or indirect damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if the Author of this Software (Matrix Messenger) is aware of the possibility of such damages and known defects.

REGISTRATION

Matrix Messenger is a freeware product. It may be used free of charge. However some services provided by this product are not free and the prices for using such services are provided on the website www.matrixmessenger.com. Matrix Messenger reserves all rights to start charging for using this product or any related services at any time without a previous notice.

UNINSTALL

By uninstalling the SOFTWARE all files and folders created by the SOFTWARE will be removed. Make sure to backup the received and history log files before you remove Matrix Messenger from your computer if you want to preserve them. The author (Matrix Messenger) is not responsible of any damages or loss of any files stored in these and other of your folders.

CHAT SERVICE

The chat service available on or through this SOFTWARE is provided to you by Matrix Messenger on an "AS IS" basis subject to the provisions contained herein for your private personal use only. Any other use or attempt to use Matrix Messenger for commercial purposes, promotion of products and services, or other such purposes, directly or indirectly, by you or by a third party is prohibited.

CHILDREN UNDER 13

Please note that Matrix Messenger as well as the Matrix Messenger website, network, system, software, service, servers, various directories and listings, various message and news boards, tools, information and databases, are NOT FOR USE BY CHILDREN UNDER 13 YEARS OF AGE. If it comes to Matrix Messenger's attention through reliable means that a registered user is a child under 13 years of age, Matrix Messenger will cancel that user's account.

PROHIBITED ACTIONS

You agree that you will not:

1- Harass, threaten, abuse, defame, embarrass or cause distress or discomfort upon another Matrix Messenger participant;

2- Transmit via Matrix Messenger any information, data, text, files, links, software, chat, content, communication or other materials and terms of expression("Information") that are offensive, racial, discriminating, unlawful, information or instructions concerning illegal activities, harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable;

3- Transmit via Matrix Messenger any Information that infringes any patent, trademark, trade secret, copyright or other proprietary right;

4- Disrupt the normal flow of information on or through Matrix Messenger or otherwise act in a manner that negatively affects other participants;

5- Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation;

6- Intentionally or unintentionally violate any applicable local, state, national or international law;

7- Translate, decompile, reverse engineer, disassemble, modify, copy, alter, merge into other software, reproduce, rent, lease, lend, distribute, remarket or otherwise dispose of the SOFTWARE or SOFTWARE INFORMATION or any part thereof in any manner other than as authorized by this EULA or by a separate written agreement between You and Matrix Messenger (Matrix Messenger).

8- Impersonate any person, leader, Matrix Messenger official, administrator, helper or host.

CERTAIN RISKS

You acknowledge that there are certain risks inherent to the use of Matrix Messenger. These include, but are not limited to, disclosure of confidential information (including personal details), the improper operation of Matrix Messenger (such as failing to function or to function correctly), and the risk that third parties directly or impersonating themselves as someone they are not, will contact you or attempt to contact you as a result of Matrix Messenger's provision of and/or your use of Matrix Messenger.

IF YOU PUBLISH PERSONAL INFORMATION, THERE IS A POSSIBILITY THAT THIRD PARTIES COULD HARASS YOU, ATTEMPT TO CONTACT YOU, AND, TRY TO HARM YOU. THEREFORE, IT IS IMPORTANT THAT YOU CAREFULLY CONSIDER THE RISK BEFORE DISCLOSING AND PUBLISHING PERSONAL INFORMATION AND THAT YOU UNDERSTAND THAT ANY SUCH DISCLOSURE AND PUBLISHING ARE MADE BY YOU AT YOUR OWN RISK.

You should also note that the file transfer, the private calls and the webcam conferences you establish on or through Matrix Messenger will be stamped with your IP address, thus allowing third parties to view it, and/or use it for harmful, unlawful, or distressing purposes.

Without limitations to the generality of the aforesaid and foregoing, due to the nature of Internet, computers, data flow, and other technical and economical practicalities, Matrix Messenger as, like most computer data and Internet applications, is vulnerable to various security issues and hence should be considered unsecured. By using the Matrix Messenger and the Internet in general, you may be subject to various risks, including among others eavesdropping, sniffing, spoofing, forgery, spamming, "imposturing", tampering, breaking passwords, harassment, fraud, electronic trespassing, hacking, nuking, system contamination including without limitation, viruses, worms, Trojan horses, causing unauthorized, damaging or harmful access and/or retrieval of information and data on your computer and other forms of activity that may even be considered unlawful. Information received or delivered on and through Matrix Messenger may be subject to other security or privacy hazards or may not reach its destination or reach an erroneous address or recipient. Matrix Messenger is not different than other applications in this respect.

INFORMATION

You must evaluate, and bear the risk associated with, the accuracy, completeness or usefulness of any Information received on or through Matrix Messenger. Matrix Messenger shall not be obligated to actively monitor the Information users deliver or send on or through Matrix Messenger and shall not be responsible for any Information received on or through Matrix Messenger.

THE INFORMATION ON Matrix Messenger MAY INCLUDE INAPPROPRIATE MATERIAL. BY ENTERING Matrix Messenger YOU UNDERTAKE FULL RESPONSIBILITY FOR:

(A) DETERMINING WHETHER THE INFORMATION COMPLIES WITH YOUR NEEDS

(B) DETERMINING WHETHER YOU HAVE ADEQUATE LEGAL RIGHTS TO STORE, REPRODUCE OR OTHERWISE USE THE INFORMATION IN ANY MANNER CONTEMPLATED BY YOU

(C) COMPLIANCE WITH ANY LEGAL OBLIGATIONS, INCLUDING BUT NOT LIMITED TO, OBLIGATIONS IMPOSED BY COPYRIGHT, SECRECY, DEFAMATION, DECENCY, PRIVACY AND EXPORT LAWS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ENTER Matrix Messenger.

Matrix Messenger DOES NOT WARRANT OR GUARANTEE:

1- That any Information received on or through Matrix Messenger will be free of infection by viruses, worms, Trojan horses or anything else manifesting contaminating or destructive properties;

2- That the Information received on or through Matrix Messenger will not contain adult-oriented material, or material which some individuals may deem objectionable;

3- That the functions or services performed by Matrix Messenger will be uninterrupted or error-free or that defects in Matrix Messenger will be corrected. It is the sole responsibility of the user to isolate software and Information, execute anti-contamination software and otherwise take steps to ensure that software or Information, if contaminated or infected, will not damage user's information or system.

Matrix Messenger MAKES NO REPRESENTATIONS AS TO THE SUITABILITY OF THE INFORMATION DELIVERED OR RECEIVED ON OR THROUGH Matrix Messenger FOR ANY PURPOSE NOR ABOUT ITS LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS. ALL SUCH INFORMATION IS SOLELY PROVIDED BY THE USERS. THE INFORMATION DELIVERED OR RECEIVED ON OR THROUGH Matrix Messenger IS NOT REVIEWED, CONTROLLED OR EXAMINED BY Matrix Messenger IN ANY WAY BEFORE IT APPEARS ON Matrix Messenger. Matrix Messenger DOES NOT ENDORSE, VERIFY OR OTHERWISE CERTIFY THE CONTENTS OF ANY SUCH INFORMATION. USERS ARE SOLELY RESPONSIBLE FOR THE CONTENTS OF THEIR MESSAGES AND MAY BE HELD LEGALLY LIABLE OR ACCOUNTABLE FOR THE CONTENTS OF THEIR MESSAGES (INCLUDING, WITHOUT LIMITATION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS).

IN NO EVENT SHALL Matrix Messenger BE LIABLE TO ANY PARTY FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, LOSS OF PROFITS AND SAVINGS AND THE LIKE), OR ANY OTHER DAMAGES ARISING - IN ANY WAY, SHAPE OR FORM - OUT OF THE AVAILABILITY, USE, RELIANCE ON, INABILITY TO UTILIZE OR IMPROPER USE OF Matrix Messenger EVEN IF Matrix Messenger SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSIONS OF INCIDENTAL AND CONSEQUENTIAL DAMAGES MAY NOT APPLY TO YOU.

In no event shall Matrix Messenger be liable to anyone for any delays, inaccuracies, errors or omissions with respect to the Information or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the content of messages.

ROOMS MONITORING

By installing or using this software, you consent to allow Matrix Messenger to monitor or record any or all of your activities and communications while using the software. You also agree that Matrix Messenger does not need to give you any notice of such monitoring or recording. Such monitoring or recording, however, will only take place under the circumstances set forth in the Matrix Messenger Privacy Statement, as amended from time to time, which you can view at www.matrixmessenger.com.

MISCELLANEOUS

1- Matrix Messenger shall not be obligated but reserves the right and the sole discretion to

(a) Make improvements, corrections, adaptations, conversions and/or any other change in the SOFTWARE and to any part thereof and/or to a revised or new Terms of Use;

(b) Change, limit, terminate or cease to provide at any time, temporarily or permanently, the SOFTWARE functionality or any part thereof, including but not limited to, to any room, nickname or robot, to all users or any number thereof including without limitation, the access to Matrix Messenger and or the web site granted to you or to any other user, at any time, including but not limited while you are chatting or sending or delivering Information, without notice, for any reason or no reason;

(c) Conduct scans for unsecured proxies, Trojan horses, viruses or any other means for interrupting the normal flow of information on Matrix Messenger and deny or reject any connection to Matrix Messenger of any user or any number thereof, using such unsecured proxies, Trojan horses, viruses or any other means of interrupting the normal flow of information on Matrix Messenger;

(d) Nominate any person who may not be an Matrix Messenger employee to monitor, using his own discretion, any chat room and to allow him to deny or terminate access granted to you or any other user, without notice, at anytime, including while you are chatting or delivering or sending information. Matrix Messenger may cancel such nomination, at any time for any reason or no reason;

(e) Refrain from publishing on this Site and delete from this Site any Information or material provided for display or sent or delivered from any user;

(f) Establish a new operating and usage policy for Matrix Messenger and change it at any time for any reason or no reason;

(g) Cancel, change, hold, de-list, introduce different options and features to different users or refrain from publishing Matrix Messenger numbers or any other details of the users using Matrix Messenger, at any time.

2- Matrix Messenger may change from time to time, the Terms of Service including these Terms of Use. You agree that your use of Matrix Messenger and any other services, beyond a period of 30 days after a notice of such change has been provided on the Matrix Messenger network or website for the first time, shall constitute your consent to the new or revised Matrix Messenger Terms of Service.

3- In case of contradiction between any provision of the End User License Agreement ("EULA") and any provision of this document, the provision of the EULA shall prevail, unless the provision of this document reflects narrower responsibility on behalf of Matrix Messenger than the relevant provision of the EULA. In case of contradiction between any provision of this document and any provision of the help file or other Matrix Messenger help file, or the Usage Notices the provision of this document shall prevail, unless the provision of the Matrix Messenger help file or usage notices reflect narrower responsibility on behalf of Matrix Messenger than the relevant provision of this document in which case the narrower provisions will control.

4- Any reference made in this document to Matrix Messenger shall be deemed to have been made to Matrix Messenger, its subsidiaries, successors, assignees, affiliates as well as any company that controls Matrix Messenger, directly or indirectly, and any other subsidiary of that controlling company. GOVERNING LAW AMENDMENTS

5- The most recent and complete End User License Agreement (EULA) is available at www.matrixmessenger.com. In case of any conflict between any terms in the EULA that is distributed with the program and the EULA at www.matrixmessenger.com, then the EULA at www.matrixmessenger.com will be controlling.

In enforcing, interpreting and for all other purposes, this Agreement will be governed by the substantive laws of the State of Florida and in the event of a dispute arising hereunder, you agree to be bound by the exclusive jurisdiction of the federal and state courts located in the State of Florida, County of Sunrise. If a court determines any remedy provided to you under this Agreement has failed of its essential purpose, the limitations of liability and exclusion of damages and warranties above shall not be affected and remain in full force and effect.