End User License Agreement

Version: 2.2 · Effective Date: as of the date of Licensee's first download, installation, or use of the Software

Product: TaPause (the “Software”)
Licensor: the operator of tapause.com (“Licensor”, “we”, “us”, “our”), contactable at [email protected]

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. BY DOWNLOADING, INSTALLING, COPYING, ACCESSING, OR OTHERWISE USING THE SOFTWARE, YOU (“LICENSEE”, “YOU”, “YOUR”) ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS, INCLUDING THE EXPRESS ASSUMPTION OF RISK AND RELEASE IN SECTION 7. IF YOU DO NOT AGREE, DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE.

1. Definitions

1.1. “Software” means the TaPause desktop application for macOS and/or Microsoft Windows, including all components, modules, libraries, plug-ins, updates, upgrades, patches, bug fixes, documentation, and any related materials made available by Licensor.

1.2. “Device” means a personal computer, server, virtual machine, or other hardware on which the Software is installed or executed.

1.3. “Licensee Content” means any data, files, settings, credentials, configurations, or other information that Licensee inputs into, processes with, stores in, or generates using the Software.

1.4. “Third Party” means any natural or legal person other than Licensee and Licensor, including without limitation other users of any Device, employers, employees, family members, co-residents, customers, clients, internet service providers, and operators of any network or system that interacts with the Software or any Device.

1.5. “Personal/Household Use” means use by Licensee, as a natural person, on a Device that Licensee personally and solely owns, exclusively within Licensee's private residence, for non-commercial, non-professional, and non-organizational purposes.

1.6. “Prohibited Context” means any use of the Software in or in connection with: (a) a workplace, employer-provided, or employer-controlled environment; (b) a school, university, or other educational institution; (c) a government, military, public-sector, healthcare, or critical-infrastructure environment; (d) a commercial, business, professional, or non-profit organization; (e) a shared, public, rented, leased, or borrowed Device; (f) any Device not personally and solely owned by Licensee; or (g) any environment in which a Third Party has any legitimate expectation of control over, access to, or use of the Device.

1.7. “High-Risk Use” means any use in or in connection with the operation of nuclear facilities, aircraft navigation or communication, air traffic control, life-support systems, medical devices, emergency response, law enforcement, weapons systems, financial trading or settlement, industrial control, autonomous vehicles, or any other activity where failure, delay, or unintended operation of the Software could result in death, personal injury, environmental damage, or material financial or property loss.

1.8. “Core Function” means the Software's intended function of remotely locking, signing out, or shutting down a Device on command, including the foreseeable consequence that any unsaved work, open sessions, in-progress operations, network connections, or volatile state on the Device may be terminated, lost, corrupted, or rendered unrecoverable.

2. License Grant and Scope

2.1. Grant. Subject to Licensee's continued compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Software solely for Personal/Household Use, only on a Device that Licensee personally and solely owns, located in and used within Licensee's private residence, and in accordance with the documentation.

2.2. Excluded uses. The license expressly excludes, and Licensee shall not use the Software in, any Prohibited Context or for any High-Risk Use. The Software is not designed, certified, or licensed for safety-critical, mission-critical, security, anti-theft, parental-control, employee-monitoring, productivity-enforcement, surveillance, or any commercial purpose, and Licensee shall not rely on the Software for any such purpose.

2.3. Continuing representations. Licensee represents and warrants, on a continuing basis throughout the term of this Agreement, that:

  1. Licensee is the sole legal owner of each Device on which the Software is installed or operated;
  2. each such Device is located in and used solely within Licensee's private residence;
  3. Licensee is not installing, operating, or causing the operation of the Software on behalf of, at the direction of, or for the benefit of any employer, school, organization, or other Third Party;
  4. Licensee has full legal authority to lock, sign out, or shut down each such Device at any time; where any adult co-resident user of the Device has a legally cognizable interest requiring consent under applicable law, Licensee has obtained such consent; no separate consent is required, and none shall be implied to be required, from any minor child, stepchild, foster child, ward, or other dependent of Licensee in respect of Licensee's own Device located in Licensee's own private residence (see Section 2.5);
  5. Licensee is not using the Software for any High-Risk Use;
  6. Licensee is at least eighteen (18) years old, or the age of majority in Licensee's jurisdiction of residence (whichever is higher), and has full legal capacity to enter into and perform this Agreement; and
  7. Licensee shall not use, attempt to use, or permit the Software to be used to harass, stalk, intimidate, surveil, monitor without consent, coerce, or cause harm to any natural person, including any co-resident, family member, partner, former partner, or other Third Party; Licensee acknowledges that any such use is a material breach of this Agreement and may also constitute a criminal offense or civil wrong under applicable law. For the avoidance of doubt, Licensee's lawful exercise of property rights over Licensee's own Device in Licensee's own household pursuant to Section 2.5 (including decisions regarding when, by whom, and on what terms household members, including minor children, may use the Device) is not “control”, “monitoring”, “surveillance”, “coercion”, “harassment”, or “harm” within the meaning of this subsection.

2.4. Effect of breach of scope. Any breach of Section 2.1, 2.2, or 2.3 constitutes a material breach of this Agreement, immediately terminates the license without notice or refund, and voids any limited remedy that might otherwise be available.

2.5. Household property rights acknowledged. For the avoidance of doubt, nothing in this Agreement restricts, qualifies, or modifies Licensee's lawful exercise of Licensee's property rights over Licensee's own Device within Licensee's own private residence. For purposes of this Agreement, references to Licensee “personally and solely” owning a Device, or being the “sole legal owner” of a Device, include ownership held jointly by Licensee and Licensee's spouse, civil partner, or registered domestic partner who resides in the same private residence, provided such co-owner has consented (which consent may be implied from the co-owner's awareness of and acquiescence in the installation and use of the Software in the residence) to Licensee's installation and use of the Software on that Device; in such case (i) Licensee remains solely responsible to the co-owner for any claim arising between them, (ii) Licensee shall not raise co-ownership as a defense to any obligation owed to Licensor under this Agreement, and (iii) such co-owner shall not, by virtue of co-ownership alone, be deemed a Third Party for purposes of Sections 2 or 3 with respect to that Device. Licensee, as the (sole or, as so qualified, joint) legal owner of the Device, retains the full and undisturbed right to decide when, by whom, for what purpose, for how long, and on what terms the Device may be accessed, used, or operated by any other person residing in or visiting the residence, including without limitation Licensee's spouse, partner, parents, siblings, minor children, stepchildren, foster children, wards, or other dependents in Licensee's lawful care. Such persons hold no proprietary interest in the Device by virtue of using it within the household. The use of the Software to lock, sign out, or shut down a Device that Licensee owns, in order to give effect to Licensee's household decisions — including a decision to suspend or end a household member's session, restrict device-time for a minor child, or reclaim use of the Device — constitutes the exercise of Licensee's property rights and shall not, by itself, be deemed “parental control”, “monitoring”, “surveillance”, “control of a person”, “coercion”, “harassment”, “abuse”, “neglect”, or “harm” within the meaning of any provision of this Agreement or, to the maximum extent permitted by applicable law, any other instrument. References elsewhere in this Agreement to “parental-control”, “monitoring”, or “surveillance” mean dedicated third-party-monitoring or child-restriction products operating on a device used by the monitored person, and do not include the property-rights use described in this Section. Licensee remains solely responsible for ensuring that any such exercise of property rights complies with all applicable laws and does not constitute unlawful abuse, neglect, or denial of any fundamental right of any person.

3. Restrictions

Licensee shall not, and shall not permit any Third Party to:

  1. copy, modify, adapt, translate, or create derivative works of the Software;
  2. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Software, except to the extent such activity is expressly required to be permitted by applicable law notwithstanding this restriction;
  3. rent, lease, lend, sell, resell, sublicense, distribute, publish, or otherwise transfer the Software or any rights therein to any Third Party;
  4. remove, alter, or obscure any copyright, trademark, or other proprietary notices;
  5. use the Software in violation of any applicable law, regulation, court order, or the rights of any Third Party;
  6. circumvent or attempt to circumvent any license, activation, anti-piracy, or security mechanism of the Software;
  7. install, deploy, or use the Software on any Device that Licensee does not personally and solely own, including without limitation Devices owned, controlled, issued, or administered by an employer, school, organization, family member, co-resident, roommate, landlord, or any other Third Party;
  8. use the Software in any Prohibited Context or for any High-Risk Use;
  9. install or use the Software on a Device used by, accessible to, or relied upon by any Third Party for such Third Party's own work, study, communications, or activities;
  10. make any public statement attributing any damage, loss, malfunction, or harm to the Software, except by truthful statement made in proceedings expressly permitted by this Agreement.

For the avoidance of doubt, the prohibitions in subsections (g) and (i) of this Section 3 do not restrict Licensee's lawful exercise of property rights over Licensee's own Device within Licensee's own household pursuant to Section 2.5, and incidental use of such a Device by minor children, stepchildren, or other dependents in Licensee's lawful care within Licensee's own household is not “use by a Third Party” within the meaning of subsection (i).

4. Ownership

The Software is licensed, not sold. Licensor and its licensors retain all right, title, and interest in and to the Software, including all copyright, patent, trademark, trade secret, and other intellectual property rights therein. No rights are granted to Licensee other than those expressly set forth in this Agreement, and all rights not expressly granted are reserved.

5. Licensee Content and Responsibility

5.1. Sole responsibility. Licensee is solely and exclusively responsible for all Licensee Content and for all use of the Software, including the lawfulness, accuracy, completeness, quality, and integrity of Licensee Content.

5.2. Backups. Licensee is solely responsible for maintaining adequate, current, and verified backups of all Licensee Content and of the systems on which the Software is installed. Licensor has no obligation to back up, recover, restore, or preserve any Licensee Content under any circumstances.

5.3. No access by Licensor. Unless expressly stated in a separate written agreement or the Privacy Policy, Licensor does not access, monitor, store, or process Licensee Content.

5.4. Device and credential security. Licensee is solely responsible for the security of (a) each Device on which the Software is installed; (b) any mobile device, application, or account used to control or pair with the Software; (c) all passwords, multi-factor authentication codes, license keys, pairing tokens, recovery codes, and similar credentials; and (d) any network used by the Software. Licensee shall promptly revoke and rotate any credential upon any actual or suspected loss, theft, or unauthorized disclosure. Licensor shall have no liability of any kind for any consequence of unauthorized access to, loss of, theft of, or misuse of any such Device, account, credential, or network, including without limitation any unauthorized issuance, modification, or suppression of any Lock, Sign Out, or Shutdown command.

6. Updates

Licensor may, but is not obligated to, provide updates, upgrades, patches, or new versions of the Software. Any such release is part of the Software and subject to this Agreement. Licensor may modify, suspend, or discontinue the Software, in whole or in part, at any time without liability.

7. Inherent Risks; Acknowledgment and Assumption of Risk; Release

7.1. Acknowledgment of Core Function. Licensee acknowledges and understands that the Software's Core Function is to remotely lock, sign out, or shut down a Device, and that this function inherently and foreseeably may cause, at any time, with or without warning, and with or without any defect in the Software, one or more of the following:

  1. immediate termination of any logged-in user session on the Device, including sessions of co-residents or other users of the Device;
  2. loss, corruption, or unrecoverability of any unsaved work, document, file, database transaction, or in-memory state;
  3. interruption, failure, or corruption of any in-progress download, upload, backup, render, compilation, build, transfer, recording, livestream, broadcast, conference, call, game, transaction, or any other operation;
  4. disconnection from networks, VPNs, remote sessions, cloud services, or peripherals;
  5. damage to file systems, databases, or operating-system state caused by abrupt power loss or forced shutdown;
  6. failure of the Device to subsequently boot, resume, wake from sleep, or function as expected;
  7. interference with scheduled tasks, software updates, security scans, antivirus operations, or other background processes;
  8. missed, delayed, duplicated, out-of-order, or unintended execution of commands due to network latency, packet loss, push-notification delays, server outages, device sleep states, battery state, or any other condition outside Licensor's reasonable control;
  9. the Software being unavailable, slow, or unresponsive at any given moment, including at moments Licensee considers urgent or critical.

7.2. No safety or emergency use. The Software is NOT a safety device, security device, emergency mechanism, alarm, or fail-safe. Licensee shall not rely on the Software to operate at any particular time, within any particular timeframe, or with any particular degree of reliability. Licensee shall not use the Software as the sole or primary means of preventing any harm, loss, theft, unauthorized access, or other adverse event.

7.3. Pre-use testing. Licensee acknowledges that Licensee is responsible for testing the Software in a non-critical environment before any real-world reliance, in order to verify that its behavior on Licensee's specific Device, operating system, and network is acceptable to Licensee.

7.4. Express assumption of risk. KNOWING AND UNDERSTANDING THE RISKS IDENTIFIED IN THIS SECTION 7 AND THROUGHOUT THIS AGREEMENT, LICENSEE EXPRESSLY, KNOWINGLY, AND VOLUNTARILY ASSUMES ALL RISK OF ANY KIND, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT IDENTIFIED ABOVE, ARISING OUT OF OR RELATING TO THE INSTALLATION, USE, OPERATION, MALFUNCTION, NON-OPERATION, DELAY, OR UNAVAILABILITY OF THE SOFTWARE.

7.5. Release and covenant not to sue. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE, ON BEHALF OF LICENSEE AND LICENSEE'S HEIRS, SUCCESSORS, ASSIGNS, INSURERS, AND SUBROGEES, HEREBY FULLY, FINALLY, AND IRREVOCABLY RELEASES, WAIVES, AND DISCHARGES LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, LOSSES, COSTS, AND LIABILITIES OF EVERY KIND, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT ARISE OUT OF OR RELATE TO THE SOFTWARE, INCLUDING THE RISKS IDENTIFIED IN SECTION 7.1 AND ANY CONSEQUENCE THEREOF. LICENSEE FURTHER COVENANTS NOT TO SUE AND NOT TO INITIATE, JOIN, OR FUND ANY PROCEEDING ASSERTING ANY RELEASED CLAIM. Licensee expressly waives any statute or common-law rule preserving rights as to unknown claims, including, where applicable, California Civil Code Section 1542 (“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release...”) or any analogous law of any jurisdiction.

7.6. Waiver of subrogation. Licensee waives, and shall cause Licensee's insurers to waive, any right of subrogation against Licensor and the released parties for any matter released under this Section 7.

7.7. Mandatory law carve-out. This Section 7 does not exclude or limit liability for: (a) death or personal injury caused by Licensor's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot lawfully be excluded under applicable mandatory law.

8. Disclaimer of Warranties

8.1. THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

8.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING WITHOUT LIMITATION:

  1. ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
  2. WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE;
  3. ANY WARRANTY THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, ACHIEVE INTENDED RESULTS, BE COMPATIBLE WITH ANY OTHER SOFTWARE, SYSTEM, OR SERVICE, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE;
  4. ANY WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SOFTWARE IS FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS.

8.3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY LICENSEE FROM LICENSOR OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE. IN SUCH CASES THE EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Limitation of Liability

9.1. No liability for indirect or consequential damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR:

  1. LOSS OF PROFITS, REVENUE, SAVINGS, OR BUSINESS;
  2. LOSS, CORRUPTION, INACCURACY, UNAVAILABILITY, OR UNRECOVERABILITY OF DATA, FILES, RECORDS, CONFIGURATIONS, OR LICENSEE CONTENT;
  3. BUSINESS INTERRUPTION OR LOSS OF USE OF ANY DEVICE, SYSTEM, NETWORK, OR SERVICE;
  4. COST OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY;
  5. LOSS OF GOODWILL, REPUTATION, OR OPPORTUNITY;
  6. PERSONAL INJURY OR PROPERTY DAMAGE (EXCEPT WHERE LIABILITY CANNOT BE EXCLUDED BY LAW).

9.2. No liability for data loss. WITHOUT LIMITING THE GENERALITY OF SECTION 9.1, LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, CORRUPTION, DELETION, ALTERATION, OR UNAVAILABILITY OF LICENSEE CONTENT OR ANY OTHER DATA, REGARDLESS OF CAUSE, INCLUDING WITHOUT LIMITATION DEFECT IN THE SOFTWARE, OPERATOR ERROR, OPERATING SYSTEM BEHAVIOR, HARDWARE FAILURE, POWER FAILURE, OR NETWORK FAILURE. LICENSEE'S SOLE PROTECTION AGAINST DATA LOSS IS LICENSEE'S OWN BACKUP REGIME (SECTION 5.2).

9.3. No liability for hardware, operating system, or downstream effects. LICENSOR SHALL HAVE NO LIABILITY FOR ANY MALFUNCTION, DEGRADATION, FAILURE, OR ALTERED BEHAVIOR OF ANY DEVICE, OPERATING SYSTEM, FIRMWARE, PERIPHERAL, OR THIRD-PARTY SOFTWARE, WHETHER OR NOT TEMPORALLY CORRELATED WITH USE OF THE SOFTWARE. ANY SUCH TEMPORAL CORRELATION SHALL NOT CONSTITUTE OR IMPLY CAUSATION.

9.4. No liability for harm to Third Parties. LICENSEE ACKNOWLEDGES AND AGREES THAT LICENSEE IS SOLELY RESPONSIBLE FOR ANY HARM, LOSS, DAMAGE, CLAIM, COST, OR LIABILITY OF ANY KIND SUFFERED OR INCURRED BY ANY THIRD PARTY ARISING OUT OF OR RELATING TO LICENSEE'S USE OF, OR INABILITY TO USE, THE SOFTWARE, INCLUDING WITHOUT LIMITATION HARM TO A THIRD PARTY'S PERSON, PROPERTY, DATA, BUSINESS, REPUTATION, PRIVACY, OR LEGAL INTERESTS. LICENSOR SHALL HAVE NO LIABILITY OF ANY KIND TO LICENSEE OR TO ANY THIRD PARTY FOR ANY SUCH HARM, LOSS, DAMAGE, CLAIM, COST, OR LIABILITY.

9.4a. No liability for the Core Function. Without limiting any other provision, Licensor shall have no liability of any kind for any consequence of the Software performing, partially performing, failing to perform, delaying, or duplicating its Core Function, including any consequence identified in Section 7.1. Licensee acknowledges that such consequences are the intended or foreseeable result of the Software's design and not a defect.

9.5. Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF LICENSOR AND ITS AFFILIATES UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND STATUTE), SHALL NOT EXCEED THE LESSER OF:

  1. THE AGGREGATE AMOUNT ACTUALLY PAID BY LICENSEE TO LICENSOR FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR
  2. FIFTY U.S. DOLLARS (US$50).

The cap in this Section 9.5 applies regardless of whether any limited remedy is found to have failed of its essential purpose, and regardless of whether the claim is based on a defect, malfunction, non-operation, or the Software operating exactly as designed.

WHERE THE SOFTWARE IS PROVIDED FREE OF CHARGE, LICENSOR'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED ZERO U.S. DOLLARS (US$0), EXCEPT AS REQUIRED BY APPLICABLE MANDATORY LAW.

9.6. Allocation of risk. Licensee acknowledges that the fees (if any) for the Software reflect the allocation of risk set forth in this Agreement, that the limitations in Sections 7, 8, and 9 are a material and essential basis of the bargain between the Parties, and that these limitations apply notwithstanding the failure of essential purpose of any limited remedy.

9.7. Mandatory law carve-out. Nothing in this Agreement excludes or limits Licensor's liability for: (a) death or personal injury caused by Licensor's negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot lawfully be excluded or limited under applicable mandatory law. Where this Agreement excludes or limits liability to an extent greater than permitted by applicable mandatory law, such exclusion or limitation shall apply to the maximum extent so permitted.

9.8. Notice of claim as condition precedent. As an express condition precedent to any claim against Licensor, Licensee must give written notice to [email protected] within thirty (30) days after Licensee first becomes aware, or with reasonable diligence should have become aware, of the facts giving rise to the claim. The notice must reasonably describe the alleged defect, event, loss, and the relief sought, and must be sent from the email address associated with Licensee's purchase or account where one exists. Failure to give such timely and compliant notice fully, finally, and permanently waives the claim and any right to recovery, in addition to and without limiting the limitation period in Section 14.7.

10. Indemnification by Licensee

Licensee shall defend, indemnify, and hold harmless Licensor and its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, demands, suits, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

  1. Licensee's use or misuse of the Software;
  2. any breach by Licensee of this Agreement;
  3. any violation by Licensee of any applicable law or of the rights of any Third Party;
  4. any Licensee Content;
  5. any claim brought by any Third Party arising from or in connection with Licensee's installation, use, or operation of the Software, including without limitation claims for damage to person, property, data, business, reputation, or privacy of such Third Party;
  6. any use of the Software in a Prohibited Context, on a Device not personally owned by Licensee, or for any High-Risk Use, including any claim by an employer, school, organization, co-resident, family member, or other Third Party arising from such use;
  7. any claim by any Third Party that Licensee lacked authority or consent to lock, sign out, or shut down any Device;
  8. any claim, complaint, investigation, regulatory inquiry, or proceeding brought by, on behalf of, or in respect of any household member of Licensee, any minor child, stepchild, foster child, ward, or other dependent of Licensee, any co-parent, former spouse or partner, family member, guardian, school, ombudsman, child-protection authority, social-services agency, family court, or any other person or authority, arising out of or relating to Licensee's installation, configuration, use, or operation of the Software, including in connection with any household dispute, custody, divorce, separation, or guardianship matter, or any allegation concerning Licensee's exercise of property rights pursuant to Section 2.5.

Licensor reserves the right, at Licensee's expense, to assume the exclusive defense and control of any matter for which Licensee is required to indemnify Licensor, in which case Licensee shall cooperate with Licensor's defense. Licensee shall not settle any matter without Licensor's prior written consent.

11. Term and Termination

11.1. This Agreement is effective upon Licensee's first download, installation, or use of the Software and continues until terminated.

11.2. This Agreement terminates automatically and immediately, without notice, if Licensee breaches any provision of this Agreement. Without limiting the foregoing, any use of the Software in a Prohibited Context, on a Device not personally owned by Licensee, or for any High-Risk Use constitutes a material breach resulting in automatic, immediate termination.

11.3. Licensee may terminate this Agreement at any time by uninstalling the Software and destroying all copies in Licensee's possession or control.

11.4. Licensor may terminate this Agreement and/or disable any activation, license key, or access credential at any time with or without cause.

11.5. Effect of termination. Upon termination, all rights granted to Licensee cease, and Licensee shall cease all use of the Software and destroy all copies. Sections 1, 3, 4, 5, 7, 8, 9, 10, 11.5, 12, 13, 14, and 15 survive termination.

12. Compliance with Law; Export Control

Licensee shall use the Software only in compliance with all applicable laws and regulations, including without limitation export control laws, sanctions, data protection laws, and laws regarding privacy, computer access, and intellectual property. Licensee represents that Licensee is not located in, under the control of, or a national or resident of any country subject to a comprehensive embargo by the United States, the United Kingdom, or the European Union, and is not on any restricted-party list.

13. Third-Party Components

The Software may include or interoperate with third-party software, services, or components, which may be subject to their own terms and licenses. Licensor makes no representation or warranty regarding any third-party component, and Licensor's liability with respect to any third-party component is excluded to the maximum extent permitted by law.

14. Governing Law and Dispute Resolution

14.1. Governing law. This Agreement is governed by and construed in accordance with the laws of England and Wales, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2. Informal resolution. Before initiating any formal dispute, the Parties shall attempt in good faith to resolve the matter by written notice to [email protected]. If not resolved within sixty (60) days, either Party may proceed under Section 14.3.

14.3. Binding arbitration; delegation; confidentiality. Any dispute, claim, or controversy arising out of or relating to this Agreement or the Software, INCLUDING ANY QUESTION CONCERNING THE EXISTENCE, FORMATION, VALIDITY, INTERPRETATION, ENFORCEABILITY, OR SCOPE OF THIS AGREEMENT OR OF THIS ARBITRATION CLAUSE, shall be finally resolved by individual, binding arbitration administered by the London Court of International Arbitration (LCIA) under the LCIA Rules then in effect, which Rules are deemed incorporated by reference into this clause. Delegation. The arbitrator, and not any court, agency, or other tribunal, shall have exclusive authority to resolve all such questions, including any challenge to this delegation clause. The seat of arbitration shall be London, United Kingdom. The arbitration shall be conducted in English by a sole arbitrator. Confidentiality. The existence, conduct, submissions, evidence, materials, transcripts, awards, and outcome of any arbitration or related proceedings shall be strictly confidential, and neither Party shall disclose any of the foregoing except (a) as strictly necessary to enforce or challenge an award in a court of competent jurisdiction; (b) as required by applicable law, regulation, or order of a court of competent jurisdiction; or (c) to professional advisors bound by a duty of confidentiality. Judgment on the award may be entered in any court of competent jurisdiction.

14.4. No class actions. THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION. DISPUTES SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS.

14.5. Injunctive relief. Notwithstanding Section 14.3, Licensor may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

14.6. Consumer mandatory rights. Where Licensee is a consumer under applicable mandatory law, nothing in this Section 14 deprives Licensee of any right to bring proceedings in the courts of Licensee's country of residence to which Licensee is entitled under such mandatory law.

14.7. Limitation period. Any claim arising out of or relating to this Agreement or the Software must be commenced within one (1) year after the cause of action accrues. Otherwise, the claim is permanently barred.

15. General Provisions

15.1. Entire agreement; no reliance. This Agreement constitutes the entire agreement between the Parties with respect to the Software and supersedes all prior or contemporaneous agreements, proposals, communications, or representations, whether written or oral. Licensee acknowledges and agrees that, in entering into this Agreement, Licensee has not relied on, and shall have no remedy in respect of, any statement, representation, assurance, warranty, marketing material, third-party review, social media post, or promise (whether made innocently or negligently) that is not expressly set out in this Agreement. Licensee irrevocably waives any claim for innocent or negligent misrepresentation, or for negligent misstatement, based on any statement not expressly set out in this Agreement. Nothing in this Section limits or excludes liability for fraud or fraudulent misrepresentation.

15.2. Amendments. Licensor may amend this Agreement by posting an updated version at https://tapause.com/legal/eula. Material changes take effect thirty (30) days after posting. Continued use of the Software after the effective date constitutes acceptance.

15.3. Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to be enforceable while preserving the Parties' intent.

15.4. No waiver. A failure or delay in exercising any right under this Agreement does not constitute a waiver of that right.

15.5. Assignment. Licensee shall not assign or transfer this Agreement or any rights hereunder, in whole or in part, without Licensor's prior written consent. Any purported assignment in violation of this section is void. Licensor may assign this Agreement freely.

15.6. Force majeure. Licensor is not liable for any failure or delay in performance caused by events beyond its reasonable control, including without limitation acts of God, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failure, or epidemic.

15.7. No third-party beneficiaries. Except as expressly provided, this Agreement does not confer any rights or remedies on any person other than the Parties.

15.8. Notices. Notices to Licensor must be sent to [email protected]. Notices to Licensee may be sent to the email address associated with Licensee's purchase or account, or, where none exists, posted on Licensor's website.

15.9. Language. This Agreement is drafted in English. Any translation is provided for convenience only; the English version controls in case of conflict.

15.10. U.S. Government end users. The Software is “commercial computer software” as defined in 48 C.F.R. § 2.101. U.S. Government end users acquire the Software with only those rights set forth herein.

15.11. Headings. Section headings are for convenience only and do not affect interpretation.

16. Contact

Email: [email protected]

BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, INCLUDING THE EXPRESS ASSUMPTION OF RISK AND RELEASE IN SECTION 7.