MusicVideoCodes(tm) END USER LICENSE AGREEMENT
PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING THE "I ACCEPT" BOX (OR BOX WITH A SIMILAR DESIGNATION) OR BY INITIATING THE INSTALLATION OF THE MusicVideoCodes SOFTWARE APPLICATION ("MusicVideoCodes"), YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE LICENSE TERMS AND CONDITIONS.
1. Description of MusicVideoCodes(tm). MusicVideoCodes enables you to download and store streaming video content and programming ("Video Clips"). MusicVideoCodes is non-intrusive. It does not track what websites you visit or generate annoying pop-up advertisements. It does not collect any personally identifiable information from or about you. MusicVideoCodes reserves the right to add additional functionality (such as a search box or banner advertisement), and to generate additional revenue streams (such as advertising revenue from paid links or search results). User must comply with Streaming Video Content Providers Terms of Service at all times as stated in each Streaming Video Content Providers Terms of Service. By downloading MusicVideoCodes software, user is consenting to these Terms of Service. MusicVideoCodes is a technology intended to help users save the streaming video they are viewing; it is only intended for use where all parties have granted rights and permissions expressly allowing user to engage such saving function. You may uninstall or remove MusicVideoCodes from your computer at any time simply by using the Windows add/remove programs function. Uninstallation will completely disable all functionality of the MusicVideoCodes application.
2. Privacy and Use of Information. MusicVideoCodes does not collect any personally identifiable information about you (such as your name, email address, etc.). The only information collected from you are general preferences you may supply during the setup process and your IP address, and none of that information is attributable to you specifically. Your IP address may be used to help diagnose problems with our server, and to identify unique installs and unistalls of MusicVideoCodes. Your IP address may also be used to help identify you and to gather broad demographic information that is anonymous in nature and is not associated with particular individuals. Other anonymous information may be gathered for use in providing advertisements. In the course of serving advertisements, our third-party advertisers may place or recognize a unique "cookie" on your browser. In addition, we may keep and share statistics on an anonymous, aggregated basis regarding the use of MusicVideoCodes (such as the number of installations in a month). We will never track which Video Clips a particular person chooses to view. MusicVideoCodes does communicate with our central servers to request and transmit the Video Clips. MusicVideoCodes will also inform us when a copy of MusicVideoCodes has been installed or removed. If you do not consent to the data collection and usage described above in this Agreement, you should cancel installation of MusicVideoCodes onto your computer.
3. Grant of Rights and Restrictions. Subject to the terms and conditions of this Agreement, MusicVideoCodes grants you a non-exclusive, nontransferable, revocable, limited license, to (a) download and install one copy of the most current version of MusicVideoCodes (including all updates thereto), and (b) use MusicVideoCodes for your personal, non-commercial purposes. You may not rent, sell, lease, sublicense, distribute, assign, copy (other than a single copy for your own backup purposes), or in any way transfer MusicVideoCodes nor use MusicVideoCodes for the benefit of any third party through any outsourcing or time-sharing arrangement or through the operation of any service bureau. You may not modify, reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code for MusicVideoCodes. You may not create derivative works of MusicVideoCodes. You may not use MusicVideoCodes in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction, nor may you attempt to bypass or disable any encryption technology that may be employed by MusicVideoCodes or its licensors. All modifications or enhancements to MusicVideoCodes remain the sole property of MusicVideoCodes. We may modify or discontinue or suspend your right to MusicVideoCodes, or any of our services at any time (in whole or in part). In addition, we may at any time suspend or terminate your license hereunder and disable your access to MusicVideoCodes.
4. Ownership. You acknowledge and agree that MusicVideoCodes is licensed, not sold to you by MusicVideoCodes and its licensors. You acknowledge that MusicVideoCodes and all documentation, services and materials provided to you by MusicVideoCodes in conjunction with MusicVideoCodes, are the property of MusicVideoCodes or its licensors, and are protected by U.S. and international copyright, trademarks, patents and other proprietary rights and laws relating to Intellectual Property Rights. "Intellectual Property Rights" means, collectively, rights under patent, trademark, copyright and trade secret laws, and any other intellectual property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral or similar rights. You may not delete, alter, or remove any copyright, trademark, or other proprietary rights notice that appears in or on MusicVideoCodes. All rights not expressly granted hereunder are expressly reserved to MusicVideoCodes and MusicVideoCodes's licensors and their respective permitted successors and assigns.
5. Video Clips. You understand that all Video Clips made available or accessible through MusicVideoCodes are the sole responsibility of the entity from which they originated. You understand and agree that by using MusicVideoCodes, you may be exposed to Video Clips that may be offensive, indecent or objectionable in your community. You agree to accept all risks associated with the use and viewing of any Video Clips, including any reliance on the accuracy or completeness of such Video Clips. Under no circumstances will MusicVideoCodes or its licensors be liable in any way for any Video Clips, including, but not limited to, for any errors or omissions in any Video Clips, or for loss or damage of any kind incurred as a result of the use or viewing of any Video Clip transmitted or viewed via MusicVideoCodes. In addition, all Video Clips or other content made available or accessed through MusicVideoCodes is the property of the applicable content owner and may be protected by applicable laws including without limitation those relating to Intellectual Property Rights. This Agreement gives you no rights to such content.
6. Updates and Support. You understand that we may update MusicVideoCodes at any time and in doing so incur no obligation to furnish any additional updates to you pursuant to this Agreement. Any updates to MusicVideoCodes provided to you by MusicVideoCodes shall be governed by this Agreement. We are not obligated to provide you any maintenance or support for MusicVideoCodes or any related services. Any support or maintenance we do offer will be in accordance with our standard support policies and may be terminated at any time at our sole discretion.
7. Termination. You may terminate this Agreement at any time by uninstalling and destroying all copies of MusicVideoCodes in your possession or control. We may terminate this Agreement, disable MusicVideoCodes, or cease providing any service at any time in our sole discretion. This Agreement becomes effective upon the installation of MusicVideoCodes and will remain in effect in perpetuity unless terminated in accordance with this section. However, this Agreement will automatically terminate upon your failure to comply with any term or condition contained in this Agreement.
8. Your Obligations; Age Limitation. MusicVideoCodes products and services are not available to individuals below the age of 13. IF YOU ARE UNDER THE AGE OF 13, YOU ARE NOT PERMITTED TO INSTALL MusicVideoCodes, AND YOU MUST CANCEL THIS INSTALLATION IMMEDIATELY. By accepting this installation, you are representing and warranting that you are not a minor below the age of 13. You further represent and warrant that you are either the owner or an authorized user of the computer where MusicVideoCodes is installed. The services described herein are subject to, and you agree that you shall at all times comply with, all local, state, national, and international laws, statutes, rules, regulations, ordinances and the like applicable to use of MusicVideoCodes and related services. You agree that you will not use any robot, spider, other automatic or manual device or process to interfere or attempt to interfere with the proper working of MusicVideoCodes or any related services, except to remove MusicVideoCodes from a computer of which you are an owner or authorized user. We reserve the right to investigate occurrences which may involve such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who have participated in such violations. You agree that it is your responsibility to install anti-virus software and related protections against viruses, Trojan horses, worms, time bombs, cancelbots or other techniques that may have the effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or operation.
9. Electronic Signatures and Agreements. You acknowledge and agree that by checking the "I ACCEPT" box or such similar box or link as may be designated by MusicVideoCodes to install the software, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH MY DAILY VIDEO . Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
10. Disclaimer of Warranty: MusicVideoCodes IS BEING PROVIDED TO YOU BY MusicVideoCodes AND ITS LICENSORS ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF MusicVideoCodes. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER MusicVideoCodes NOR ITS LICENSORS WARRANT THAT MusicVideoCodes WILL MEET YOUR REQUIREMENTS OR THAT YOUR ACCESS TO AND USE OR OPERATION OF MusicVideoCodes WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER MusicVideoCodes NOR ITS AFFILATES OR LICENSORS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR ACCESS TO, USE AND OPERATION OF MusicVideoCodes, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT MusicVideoCodes HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
12. Third Party Software: IF MusicVideoCodes IS BUNDLED WITH OR OTHERWISE PROVIDED WITH ANY THIRD PARTY AND YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN YOUR USE WILL BE GOVERNED BY THE THIRD PARTY LICENSE AGREEMENT PROVIDED WITH SUCH SOFTWARE. MusicVideoCodes IS NOT RESPONSIBLE FOR ANY THIRD PARTY'S SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE.
13. Indemnification: You agree to defend, indemnify and hold MusicVideoCodes, its affiliates and licensors, and their respective officers, directors, employees, agents and representatives harmless from and against any liabilities, losses, expenses, costs or damages (including reasonable attorneys' fees, expert fees' and other reasonable costs of litigation) arising from, incurred as a result of, or in any manner related to any claim or action based upon your breach of the terms and conditions of this Agreement. MusicVideoCodes may, if necessary, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect MusicVideoCodes's rights or obligations shall be made without MusicVideoCodes's prior written approval. MusicVideoCodes reserves the right, at its own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
14. Export: Customer agrees to comply with all export and re-export restrictions and regulations of the Department of Commerce or other agency or authority of the United States or other applicable countries, and not to transfer, or authorize the transfer of MusicVideoCodes to a prohibited country or otherwise in violation of any such restrictions or regulations.
15. Governing Law and Interpretation: This Agreement will be interpreted under and governed by the substantive laws of the State of New York, excluding its conflicts-of-law rules. You agree that exclusive jurisdiction and venue of any dispute arising out of or in any way related to this Agreement shall reside in the federal and state courts situated in the State of New York. You expressly consent to the exercise of personal jurisdiction by such courts and waive all objections to such jurisdiction and venue. This Agreement may not be modified by anyone except in writing signed by an authorized officer of MusicVideoCodes. Headings are solely for reference and shall not affect the meaning or interpretation of any term or section of this Agreement. No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement. You may not assign your rights under this Agreement without MusicVideoCodes's prior written permission and any attempt by you to do so shall be void. If any term or provision of this Agreement is held invalid, illegal or unenforceable, the remaining portions shall not be affected. Any provision of this Agreement which by its nature must survive the termination of this Agreement in order to give effect to its meaning shall survive such termination.