End user agreement for Chords!
CBMS NETWORKS, INC. END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("Agreement") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER ON BEHALF OF YOURSELF AS AN INDIVIDUAL OR ON BEHALF OF AN ENTITY AS ITS AUTHORIZED REPRESENTATIVE) AND CBMS NETWORKS, INC. PLEASE READ THIS AGREEMENT CAREFULLY AND PRINT OUT A COPY FOR YOUR RECORDS. THIS AGREEMENT SUPERSEDES ALL PREVIOUS VERSIONS, IF ANY.
BY CHECKING THE AGREEMENT CHECKBOX BELOW AND DOWNLOADING, INSTALLING, COPYING OR OTHERWISE USING THE CBMS NETOWKRS, INC. CHORDS! SOFTWARE YOU AGREE TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK ON THE "CANCEL" BUTTON AND/OR DO NOT DOWNLOAD, INSTALL, COPY OR OTHERWISE USE THE SOFTWARE.
1. SOFTWARE: As used in this Agreement, the term "Software" refers to CBMS Networks, Inc. Chords! software. The term "Software" also shall include any upgrades, modified versions or updates of the Software made available to you by CBMS Networks, Inc. The Software is deemed accepted by you upon download of the Software.
2. GRANT OF LICENSE: Subject to the terms of this Agreement, CBMS Networks, Inc. hereby grants you a perpetual, non-exclusive, non-transferable license to: (i) install the Software, (ii) use the Software for your internal use, and (iii) copy the Software for back-up or archival purposes. Notwithstanding the foregoing, you acknowledge and agree that, depending on the version of Software you select to download, certain restrictions may apply to your use of the Software and certain features of the Software ("Special Features") may be unavailable to you or available subject to certain limitations.
3. LICENSE RESTRICTIONS: You acknowledge that the foregoing license extends only to your use of the features and functionality of the Software as described in the online documentation accompanying the version of the Software downloaded by you, if any (the "Documentation"), and you agree not to reconfigure or modify the Software in order to enable features or functionality different than those described in such Documentation or available in other CBMS Networks, Inc. products without notifying CBMS Networks, Inc. and paying the applicable Software upgrade fee. You may not: (i) reverse engineer, decompile, or disassemble the Software; (ii) modify, or create derivative works based upon, the Software in whole or in part; (iii) distribute copies of the Software; (iv) remove any proprietary notices or labels on the Software; or (v) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to the Software. Any use in violation of this Section shall immediately terminate your license to the Software.
4. THIRD PARTY SOFTWARE: Certain third party software that may be included with the Software is subject to additional terms and conditions imposed by CBMS Networks, Inc.'s third party licensor(s). You agree to comply with all applicable terms and conditions.
5. TITLE: You agree that no title to the intellectual property in the Software, Subscription Services (as defined below), or license keys is transferred to you. Title, ownership, rights, and intellectual property rights in and to the Software, Subscription Services, and license keys shall remain in CBMS Networks, Inc. and/or CBMS Networks, Inc.'s licensors. The Software, Subscription Services and license keys are protected by intellectual property laws of the United States and other countries and by international treaties.
6. DISCLAIMER OF WARRANTY: The Software and Subscription Services are provided to you at minimal charge. CBMS Networks, Inc. does not guarantee that use of the Software or Subscription Services will be uninterrupted or error-free. You acknowledge that performance of the Software and Subscription Services may be affected by any number of factors, including without limitation, technical failure of the Software, the acts or omissions of third parties and other causes reasonably beyond the control of CBMS Networks, Inc. ACCORDINGLY, YOU AGREE THAT CBMS NETWORKS, INC. AND ITS LICENSORS HAVE MADE NO EXPRESS WARRANTIES, ORAL OR WRITTEN, TO YOU REGARDING THE SOFTWARE AND SUBSCRIPTION SERVICES AND THAT THE SOFTWARE AND SUBSCRIPTION SERVICES ARE BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. CBMS NETWORKS, INC. DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE SOFTWARE OR SUBSCRIPTION SERVICES WILL AVERT OR PREVENT ALL OCCURRENCES (OR THE CONSEQUENCES THEREFROM) THAT THE SOFTWARE OR SUBSCRIPTION SERVICES ARE DESIGNED TO DETECT AND/OR PREVENT. CERTAIN FEATURES OF THE SOFTWARE MAY NOT BE FORWARD-COMPATIBLE WITH FUTURE VERSIONS OF THE SOFTWARE AND USE OF SUCH FEATURES WITH FUTURE VERSIONS OF THE SOFTWARE MAY REQUIRE PURCHASE OF THE APPLICABLE FUTURE VERSION OF THE SOFTWARE. THIS WARRANTY DISCLAIMER AFFECTS YOUR LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
7. LIMITATION OF LIABILITY: IN NO EVENT SHALL CBMS NETWORKS, INC. OR ITS LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE SOFTWARE OR SUBSCRIPTION SERVICES OR THE USE THEREOF (INCLUDING BUT NOT LIMITED TO DAMAGES OR COSTS INCURRED AS A RESULT OF LOSS OF TIME, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, OR LOSS OF USE OF THE SOFTWARE OR SUBSCRIPTION SERVICES OR OTHER ECONOMIC LOSS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF CBMS NETWORKS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS EXPRESSLY REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL CBMS NETWORKS, INC.'S LIABILITY FOR ANY CLAIM, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHERWISE, EXCEED THE FEE PAID BY YOU FOR THE SOFTWARE OR SUBSCRIPTION SERVICE THAT IS THE SUBJECT OF SUCH CLAIM. IF THE RELEVANT SOFTWARE WAS PROVIDED TO YOU AT NO CHARGE YOU AGREE THAT CBMS NETWORKS, INC. SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ADEQUATE PROTECTION AND BACKUP OF THE DATA AND EQUIPMENT USED IN CONNECTION WITH ANY OF THE SOFTWARE OR SUBSCRIPTION SERVICES. YOU FURTHER AGREE THAT CBMS NETWORKS, INC. WILL NOT BE LIABLE FOR ANY DAMAGES THAT YOU MAY SUFFER IN CONNECTION WITH (i) DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR SUBSCRIPTION SERVICES OR (ii) FAILURE IN THE PERFORMANCE OF THE SOFTWARE OR SUBSCRIPTION SERVICES. IF YOU ELECT NOT TO PURCHASE A LICENSE TO THE SOFTWARE, YOU FURTHER ACKNOWLEDGE THAT YOU ARE PROVIDED A REASONABLE TIME FRAME TO EVALUATE THE SOFTWARE AND AT THE END OF SUCH EVALUATION PERIOD YOU MAY ONLY ACCESS AND USE THE SOFTWARE IF YOU PURCHASE A LICENSE TO THE SOFTWARE. YOU AGREE THAT CBMS NETWORKS, INC. WILL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER IN CONNECTION WITH THE TERMINATION OF SUCH EVALUATION PERIOD AND YOUR INABILITY TO ACCESS AND USE THE SOFTWARE. THIS LIMITATION SHALL APPLY TO CLAIMS OF PERSONAL INJURY TO THE EXTENT PERMITTED BY LAW. THE LIMITATIONS IN THIS SECTION ARE COMPREHENSIVE AND ALL EXAMPLES ARE ILLUSTRATIVE AND NOT EXHAUSTIVE. THE LIMITATIONS IN THIS SECTION ARE SEPARATE AND INDEPENDENT OF ANY OTHER REMEDY LIMITATIONS IN THIS AGREEMENT AND SHALL NOT FAIL IF SUCH OTHER LIMITATION ON REMEDY FAILS. THE FEES AND OTHER PROVISIONS IN THIS AGREEMENT REFLECT THE ALLOCATION OF RISKS BETWEEN THE PARTIES. THIS SECTION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU.
8. TERMINATION: This Agreement shall terminate automatically if you fail to comply with the terms of this Agreement. No notice shall be required from CBMS Networks, Inc. to effect such termination. You may also terminate this Agreement at any time by notifying CBMS Networks, Inc. in writing of termination. Upon any termination of this Agreement, you must uninstall and destroy all copies of the Software.
9.1 SEVERABILITY. In the event of invalidity of any provision of this Agreement, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement.
9.2 WAIVER. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different or subsequent breach by either party.
9.3 SURVIVAL. All defined terms in this Agreement shall survive any termination of this Agreement.
9.4 COMPLIANCE WITH EXPORT CONTROL LAWS. You acknowledge that Software is subject to the export control laws and regulations of the United States ("U.S.") and agree to abide by those laws and regulations. Under U.S. law, the Software may not be downloaded or otherwise exported, reexported, or transferred to restricted countries, restricted end-users, or for restricted end-uses. The U.S. currently has embargo restrictions against Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria. The lists of restricted end-users are maintained on the U.S. Commerce Department's Denied Persons List, the Commerce Department's Entity List, the Commerce Department's List of Unverified Persons, and the U.S. Treasury Department's List of Specially Designated Nationals and Blocked Persons. In addition, the Software may not be downloaded or otherwise exported, reexported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production or use of missiles or support of missile projects; and (3) the design, development, production, or use of chemical or biological weapons. By downloading or using the Software, you are agreeing to the foregoing. You are also warranting that you are not (i) located in, or a resident or national of, a restricted country; (ii) on any of the U.S. lists of restricted end-users; or (iii) engaged in any activity related to weapons of mass destruction. You understand that the requirements and restrictions of U.S. law as applicable to you may vary depending on the software downloaded and may change over time, and that, to determine the precise controls applicable to the software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Foreign Assets Control Regulations.
9.5 U.S. GOVERNMENT RIGHTS. The Software under this Agreement is commercial computer software as that term is described in 48 C.F.R. 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202-3 of the DOD FAR Supplement ("DFAR") and its successors.
9.6 GOVERNING LAW. This Agreement will be governed by the laws of the State of California as they are applied to agreements between California residents entered into and to be performed entirely within California. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
9.7 ENTIRE AGREEMENT. You agree that this is the entire agreement between you and CBMS Networks, Inc., and that it supersedes any prior agreement, whether written or oral, and all other communications between CBMS Networks, Inc. and you relating to the subject matter of this Agreement. This Agreement may be amended, modified or supplemented only by a writing that is signed by the authorized representatives of both parties.
9.8 RESERVATION OF RIGHTS. All rights not expressly granted in this Agreement are reserved by CBMS Networks, Inc.
(c) 2006-2009 CBMS Networks, Inc. All rights reserved. All trademark and/or service marks of CBMS Networks, Inc. used in connection with the Software (including but not limited to Chords!, CBMS Networks, Inc. and the CBMS Networks logo) are trademarks and registered trademarks of CBMS Networks, Inc. in the United States and other countries.