End user agreement for Mediastate
PLEASE READ THIS END-USER LICENSE AGREEMENT ("EULA") CAREFULLY. BY INSTALLING OR USING THE SOFTWARE THAT ACCOMPANIES THIS EULA ("SOFTWARE"), YOU AGREE TO THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT USE THE SOFTWARE AND, IF APPLICABLE, RETURN IT TO THE PLACE OF PURCHASE FOR A FULL REFUND.
By clicking on the "I ACCEPT" button, by opening the package that contains the Software, or by copying, downloading, accessing or otherwise using the Software, you agree to be bound by the terms of this EULA and you represent that you are authorized to enter into this EULA on behalf of your corporate entity (if applicable). If you do not wish to be bound by the terms of this EULA, click the "I DO NOT ACCEPT" button, and do not install, access or use the Software. An original purchaser who has not accepted the terms of this EULA may return the Software to the place of purchase, within 30 days of the date of purchase, for a full refund.
This End-User Software License Agreement (the "Agreement") is made and effective,
BETWEEN: [Click Studios] (the "Licensor")
AND: [You] (the "Licensee")
WHEREAS, Licensor has developed certain computer programs and related documentation and desires to grant Licensee a license to use the Software.
WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows:
1. SOFTWARE LICENSE
Licensor hereby grants to Licensee a perpetual, non-exclusive license to use the Software and Documentation (collectively, the "Software System"), subject to the terms and conditions hereinafter set forth. This License is effective when executed by both parties and the license granted to the Software remains in force until Licensee stops using the Software or until Licensor terminates this License because of Licensee's failure to comply with any of its terms and conditions.
Licensor hereby grants to Licensee a nonexclusive license to install the Software on an unlimited number of computes in its possession.
2. LICENSEE'S RIGHTS AND OBLIGATIONS
The Software and Documentation are protected by Australian copyright laws and international treaties. Licensee must treat the Software and Documentation like any other copyrighted material - for example a book. Licensee may not:
A. Modify or adapt the Software or merge it into another program
B. Reverse engineer, disassemble, decompile or make any attempt to discover the source code of the Software
C. Sublicense, rent, lease or lend any portion of the Software or Documentation.
3. LIMITED WARRANTY & Disclaimer
The Licensor warrants that the media on which the Software is recorded and the User Documentation provided with it are free from defects in materials and workmanship under normal use for a period of 90 days from the date of your original purchase. Except for the limited warranty described above, the Software is sold 'as is', and you are assuming the entire risk as to its quality and performance. It is your responsibility to verify the results obtained from the use of the Software.
If during the 90-day limited warranty period, you discover physical defects in the media on which the Software was recorded or in the User Documentation, the Licensor will replace them at no charge to you, provided you return the item to be replaced with proof of purchase to the Publisher. THIS IS YOUR SOLE REMEDY. IN NO EVENT WILL THE LICENSOR BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES, EVEN IF THE PUBLISHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of implied warranties or of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights and you may also have other rights that vary from state to state. In the event that any of the above limitations or exclusions are held to be unenforceable, the Licensor's total liability shall not exceed the amount of the License fee you paid.
Neither party shall be under any liability for any loss or for any failure to perform any obligation hereunder due to causes beyond its control including without limitation industrial disputes of whatever nature, power loss, telecommunications failure, acts of God, or any other cause beyond its reasonable control.
4. REPRESENTATIONS AND WARRANTIES
Licensor hereby represents and warrants to Licensee that:
A. Licensor is the owner of all right, title and interest, including copyright, in all the Licensed Materials, or has the authority to enter into this Agreement on behalf of the owner.
B. Licensor has not granted any rights or licenses to the Licensed Materials that would conflict with Licensor's obligations under this Agreement.
C. Licensor is fully aware of Licensee's business requirements and intended uses for the Software and the Software shall satisfy such requirements and is fit for such intended uses.
D. Licensor will not enter into any agreement with any third party which would affect Licensee's rights under this Agreement, or bind Licensee to any third party, without Licensee's prior written consent.
E. Licensee's use of the Licensed Materials as authorized by this Agreement will not infringe any existing copyright, trade secret, patent or trademark rights of any third party.
Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this Agreement or if Licensee becomes bankrupt or insolvent. This License Agreement takes effect upon Licensee's use of the software and remains effective until terminated. Licensee may terminate it at any time by destroying all copies of the Software and Documentation in its possession. It will also automatically terminate if Licensee fails to comply with any term or condition of this License Agreement.
6. RETURN OR DESTRUCTION OF SOFTWARE UPON TERMINATION
Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications. Licensor shall have a reasonable opportunity to conduct an inspection of Licensee's place of business to assure compliance with this provision.
7. TITLE TO SOFTWARE
Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.
8. MODIFICATION AND ENHANCEMENTS
Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.
9. SOFTWARE INSTALLATION AND ACCEPTANCE
Licensor shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Licensee in reasonable time. Licensee shall have 90 days from the Delivery Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of Licensee's operational use of the Software, or the expiration of 90 days from the Delivery Date without the provision of notice by Licensee to Licensor of any Error(s). If Licensee provides notice to Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software shall be accepted upon Licensor's correction of such Error(s).
Licensor shall not refer to the existence of this Agreement in any press release, advertising or materials distributed to prospective customers, without the prior written consent of Licensee.
11. LICENSOR'S PROPRIETARY NOTICES
Licensee agrees that any copies of the Software or Documentation which it makes pursuant to this Agreement shall bear all copyright, trademark and other proprietary notices included therein by Licensor and, except as expressly authorized herein, Licensee shall not distribute same to any third party without Licensor's prior written consent. Notwithstanding the preceding sentence, Licensee may add its own copyright or other proprietary notice to any copy of the Software or Documentation which contains modifications to which Licensee has ownership rights pursuant to this Agreement.
If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby.
13. NO WAIVER
The failure by any party to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
14. COMPLETE AGREEMENT
This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except in a writing executed by both parties.