End user agreement for MostFun Games Player
NEOEDGE NETWORKS END USER LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLY
Before reading the articles below, please take good notice of the following preliminary terms, which terms make use of some of the definitions as specified in Article 1 below:
Entering into this Agreement: This End User License Agreement constitutes a valid and binding agreement between NeoEdge Networks, Inc. and You, as a user, for the use of the NeoEdge Software. You must enter into this Agreement by clicking on the OK button in order to be able to install and use the NeoEdge Software. Furthermore, by installing and using the NeoEdge Software You agree to be bound by the terms of this Agreement and any new versions hereof.
Electronic Signatures and Agreement(s): You acknowledge and agree that by clicking on the OK button or similar buttons or links as may be designated by NeoEdge to show Your approval of any foregoing texts and/or to download and install the NeoEdge Software, You are entering into a legal binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the NeoEdge Software. Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Jurisdiction's Restrictions: if You are residing in a jurisdiction which restricts the use of internet-based applications according to age, or which restricts the ability to enter into agreements such as this agreement according to age and You are under such a jurisdiction and under such age limit, You may not enter into this Agreement and download, install or use the NeoEdge Software. By entering into this Agreement You explicitly state that You have verified in Your own jurisdiction if Your use of the NeoEdge Software is allowed.
Article 1 Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
1.1 Affiliate: any corporation, company or other entity that directly or indirectly controls, is controlled by, or is under common control with, NeoEdge. For the purpose of this definition, the word "control" shall mean the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting stock of the corporation, company, or other entity.
1.2 Agreement: this End User License Agreement, as may be renewed, modified and/or amended from time to time.
1.3 Delivery Service: means the provided services facilitated by the use of the NeoEdge Software for the distribution of games and other electronic content. The Delivery Service includes without limitation all Documentation, IP Rights, the NeoEdge API, NeoEdge Online Material, NeoEdge Promotional Materials, the NeoEdge Website and all other software content and service provided by NeoEdge in connection with the NeoEdge Software.
1.4 Documentation: any online or otherwise enclosed documentation provided by NeoEdge.
1.5 Effective Date: the date on which this Agreement is entered into by clicking on the OK button as stated above.
1.6 IP Rights: any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the NeoEdge Software, the Documentation, the NeoEdge Websites or the NeoEdge Promotional Materials.
1.7 NeoEdge: refers to NeoEdge Networks, Inc. a corporation established under the laws of Delaware and its Affiliates.
1.8 NeoEdge API: application program interface consisting of the set of routines utilized to provide the NeoEdge Software functionality for a given platform or operating system, the NeoEdge API being included in or linked to the NeoEdge Software.
1.9 NeoEdge Online Material: the NeoEdge banner available for download on the NeoEdge Website, consisting of a NeoEdge logo and a link to the NeoEdge Website.
1.10 NeoEdge Promotional Materials: any and all trademarks, names, signs, logos, banners, NeoEdge Online Material and any other materials, in whatever form, owned and/or used by NeoEdge for the promotion of its company, its products and activities.
1.11 NeoEdge Software: the software distributed by NeoEdge for game delivery, including without limitation the NeoEdge API, UI and Documentation, as well as any future programming fixes, updates and upgrades thereof.
1.12 NeoEdge Staff: the officers, directors, employees and agents of NeoEdge or its Affiliates, or any other persons hired by NeoEdge or its Affiliates in relation with the execution of this Agreement.
1.13 NeoEdge Website: any and all elements, contents and the 'look and feel' of the website available - among other URL's- under the URL www.NeoEdge.com, from which website the NeoEdge Software can be downloaded.
1.14 UI: the user interface of the NeoEdge Software.
1.15 You: you, the end user of the NeoEdge Software, also used in the form "Your" where applicable.
Article 2 License and Restrictions
2.1 License. Subject to the terms of this Agreement, NeoEdge hereby grants You a limited, personal, non-commercial (at home or at work), non-exclusive, non-sublicensable, non-assignable, free of charge license to download, install and use the NeoEdge Software on Your computer, for the sole purpose of personally using the software applications and content provided by NeoEdge and any other digital communications that may be explicitly provided by NeoEdge.
2.2 No Granting of Rights to Third Parties. You will not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the NeoEdge Software or any part thereof.
2.3 No Modifications. You will not undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of the NeoEdge Software or any part thereof.
2.4 Third Parties. You acknowledge and agree that the NeoEdge Software is designed to distribute, and may incorporate itself, software and other technology owned and controlled by third parties. You acknowledge and agree that such third party content may include advertising. Any such third party software, content or technology that is incorporated in the NeoEdge Software falls under the scope of this Agreement. Any and all other third party software or technology that may be distributed together with the NeoEdge Software will be subject to the license agreement with that third party. You acknowledge and agree that You are not and will not enter into a contractual relationship with NeoEdge or its Affiliates regarding such third party software or technology and You will look solely to the applicable third party and not to NeoEdge or its Affiliates to enforce any of Your rights.
2.5 New Versions of the NeoEdge Software. NeoEdge, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the NeoEdge Software. You acknowledge that such additional features, functions, fixes, updated or upgrades may occur with no explicit notification to You. You acknowledge and agree that NeoEdge has no obligation to make available to You any subsequent versions of the NeoEdge Software. You also agree that You may have to enter into a renewed version of this Agreement, in the event You want to download, install or use a new version of the NeoEdge Software. Furthermore, You acknowledge and agree that NeoEdge, in its sole discretion, may modify or discontinue or suspend Your ability to use any version of the NeoEdge Software, or terminate any license hereunder, at any time, with immediate effect and without recourse to the courts. NeoEdge also may suspend or terminate any license hereunder and disable any NeoEdge Software You may already have accessed or installed without prior notice at any time with immediate effect and without recourse to the courts. NeoEdge will not accept any liability in relation to the direct or indirect damages caused by (1) the release and/or the absence of release of new versions of the NeoEdge Software and (2) by the suspension or termination of this Agreement by NeoEdge and/or by You.
2.6 Paid Services. This Agreement applies to downloading, installing and using the NeoEdge Software, free of charge. The use of any paid services which may be offered by NeoEdge or its Affiliates, is subject to the additional terms of service that are published on the NeoEdge Websites.
Article 3 Definitions to License Restrictions and Additional Terms
3.1 Distribution of NeoEdge Software. You are not allowed to distribute the NeoEdge Software under this Agreement. For the right to distribute You will have to receive such right under a specific agreement with NeoEdge Networks, Inc.
3.2 Distribution of NeoEdge API. You are not allowed to distribute the NeoEdge API under this Agreement. For the right to distribute You will have to receive such right under a specific agreement with NeoEdge Networks, Inc.
3.3 Use of NeoEdge API. You may not, without the explicit permission of NeoEdge Networks, Inc. make use of and/or modify the NeoEdge API.
3.4 Any other Exceptions. If You are interested in doing anything else than permitted under this Agreement or by the Distribution Terms or the NeoEdge API Re-Distribution Terms, You will have to obtain NeoEdge's previous written consent and explicitly agree upon any further (commercial) terms.
3.5 NeoEdge Promotional Materials. Nothing in this Agreement will give You any right to use the NeoEdge Promotional Materials.
Article 4 Permission to Utilize
4.1 Permission to utilize Your computer. In order to receive the benefits provided by the NeoEdge Software, You hereby grant permission for the NeoEdge Software to utilize the processor and bandwidth of Your computer for the limited purpose of facilitating the communication between You and other NeoEdge Software users.
4.2 Protection of Your computer (resources). You understand that the NeoEdge Software will use its commercially reasonable efforts to protect the privacy and integrity of Your computer resources and Your communication, however, You acknowledge and agree that NeoEdge cannot give any warranties in this respect.
Article 5 Confidentiality and Privacy
5.1 NeoEdge Confidential Information. You agree to take all reasonable steps at all times to protect and maintain any confidential information regarding NeoEdge, its Affiliates, the NeoEdge Staff, the NeoEdge Software and the IP Rights, strictly confidential.
Article 6 IP Rights and Translations
6.1 Exclusive Ownership. You acknowledge and agree that any and all IP Rights to or arising from the NeoEdge Software are and shall remain the exclusive property of NeoEdge and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, You. You are only entitled to the limited use of the IP Rights granted to You in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws.
6.2 NeoEdge API. With the exception of IP Rights of NeoEdge and/or its licensors in NeoEdge Software (including the NeoEdge APIs) or other third party content and software distributed by or with the NeoEdge Software, You retain the intellectual property rights You may have in the applications, materials, products or processes You create which are based on or utilize the NeoEdge API. You hereby release and covenant not to sue NeoEdge or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property You develop that is based on, uses, or relates to the NeoEdge APIs; and (b) which otherwise may arise in connection with Your use of, reliance on, or reference to the NeoEdge APIs. As between You and NeoEdge, NeoEdge and its licensors retain the IP Rights in and to the NeoEdge Software (including the NeoEdge APIs) and any derivative works thereto created by or for its licensors.
6.3 No Removal of Notices. You agree that You will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or NeoEdge' rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
6.4 Translations. You acknowledge and agree that the intellectual property rights regarding any translations made by You of any information on or accessible through the NeoEdge Websites or as otherwise requested of You by NeoEdge at any time prior to or subsequent of the Effective Date will be and remain the sole and exclusive property of NeoEdge without any compensation to You. Insofar as necessary, this Agreement serves as a deed of assignment of all of Your right, title and interest in and to such translations to NeoEdge, notwithstanding Your obligation to cooperate with NeoEdge in order to finalize any other deed upon NeoEdge's first request. You hereby irrevocably waive to the extent permitted by law any moral rights relating to Your translations. You furthermore represent and warrant that (a) You are authorized to assign Your rights as stated above and (b) Your translations are correct and accurate and (c) the translations do not infringe upon any third parties' rights, including but not limited to intellectual property rights.
Article 7 Communication and Your Use of the NeoEdge Software
7.1 Communication. Installing NeoEdge Software enables You to communicate with other NeoEdge Software users and specifically for the purposes of activating the Delivery Service, including receiving products and services, such as software applications and content.
7.2 No Warranties. NeoEdge cannot guarantee that You will always be able to communicate with other NeoEdge Software users, nor can NeoEdge guarantee that You can communicate without disruptions, delays or other communication-related flaws. NeoEdge will not be liable for any such disruptions, delays or other omissions in any communication experienced when using NeoEdge Software.
7.3 Control. You acknowledge and understand that NeoEdge does not exclusively control, nor have complete knowledge of, the content of any communication(s) including programs and content distributed by the use of the NeoEdge Software. You, therefore, may be exposed to content that is offensive, indecent or otherwise objectionable. NeoEdge will not be liable for any type of communication spread by means of the NeoEdge Software.
7.5 Lawful purposes. You acknowledge and agree to use the NeoEdge Software solely for lawful purposes. In this respect You may not, without limitation (a) intercept or monitor, damage or modify any communication which is not intended for You, (b) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the NeoEdge Software or the communication, or (c) send any unsolicited commercial communication not permitted by NeoEdge.
7.6 Export Controls. You will not remove or export the NeoEdge Software, NeoEdge API, NeoEdge Online Material, NeoEdge Promotional Materials or other materials received via the Delivery Service or NeoEdge Website or any direct product thereof from the United States, except in compliance with and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce.
Article 8 Term and (Consequences of) Termination
8.1 Term. This Agreement will be effective as of the Effective Date and will remain effective until terminated by either NeoEdge or You as set forth below.
8.2 Termination by NeoEdge. NeoEdge may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to courts, by providing notice to You and/or by preventing Your access to the NeoEdge Software, as set forth in Article 2.5 above. Upon such termination, the conditions set forth in Article 8.4 below shall apply.
8.3 Termination by You. You may terminate this Agreement with immediate effect at any time, with or without cause and without recourse to the courts, provided that You will meet with the conditions as set forth in Article 8.4 below.
8.4 Consequences of Termination. Upon termination of this Agreement, You acknowledge and agree that (a) you will cease any and all use of the NeoEdge Software, (b) other than Articles 2 and 4, the remaining Articles of this Agreement shall continue in full force and effect, and (c) you will remove the NeoEdge Software from all hard drives, networks and other storage media and destroy all copies of the NeoEdge Software in Your possession or under Your control.
8.5 No liability. NeoEdge will not be liable in relation to any damage caused by the termination of this Agreement.
Article 9 Your Representations and Warranties; Indemnification of NeoEdge
9.1 Representations. You represent and warrant that You are authorized to enter into this Agreement and comply with its terms. Furthermore, You represent and warrant that You will at any and all times meet with Your obligations hereunder, as well as any and all laws, regulations and policies that may apply to the use of the NeoEdge Software.
9.2 Indemnification. You agree to indemnify, defend and hold NeoEdge, its Affiliates and the NeoEdge Staff harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by said parties, in connection with or arising out of Your (a) violation or breach of any term of this Agreement or any applicable law, regulation, policy or guideline, whether or not referenced herein, or (b) violation of any rights of any third party, or (c) use or misuse of the NeoEdge Software, or (d) use and/or modification of the NeoEdge APIs or (e) communication spread by means of the NeoEdge Software.
9.3 U.S. Withholding Tax. United States-based end users and/or customers only: NeoEdge and all affiliated non-U.S. NeoEdge entities intend to fully comply with all applicable U.S. federal tax rules and regulations as provided by the Internal Revenue Code of 1986 (the "Code") and the Treasury Regulations promulgated thereunder. NeoEdge Networks, Inc. has been appointed to assist all U.S.-based end users and/or customers in complying with any and all U.S. tax obligations arising as a result of Your use of the NeoEdge Software, Services including game distribution or use of the NeoEdge APIs. You hereby agree to appoint NeoEdge Networks, Inc. as Your withholding agent for purposes of the withholding provisions of Chapter 3 of the Code, section 3406 and other withholding provisions of the Code, and the reporting provisions of Chapter 6 of the Code. Your agreement does not modify in any way Your defenses provided under U.S. tax law to avoid tax for any payments made to NeoEdge' non-US entities. If You would like any information with respect to Your rights and obligations concerning any and all potential U.S. federal income tax liability and/or reporting responsibilities or if You wish to receive additional information (including applicable Forms W-8BEN ("Certificate of Foreign Status of Beneficial Owner for United States Withholding"), You may contact NeoEdge at info at NeoEdge dot com.
Article 10 Disclaimer of Warranties
10.1 No warranties. The NeoEdge Software and Delivery Service is provided "as is", with no warranties whatsoever; NeoEdge does not, either expressed, implied or statutory, make any warranties, claims or representations with respect to the NeoEdge Software or Delivery Service, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for use or a particular purpose. NeoEdge further does not represent or warrant that the NeoEdge Software or any software or data received through the use of the NeoEdge Software will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without packet loss, nor does NeoEdge warrant any connection to or transmission from the internet, or any quality of service made through the NeoEdge Software.
10.2 Your own Risk. You acknowledge and agree that the entire risk arising out of the use or performance of the NeoEdge Software and Delivery Service remains with You, to the maximum extent permitted by law.
10.3 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.
Article 11 Limitation of Liability
11.1 No Liability. The NeoEdge Software and Delivery Service is being provided to You free of charge. Accordingly, You acknowledge and agree that NeoEdge, its Affiliates and the NeoEdge Staff will have no liability in connection with or arising from Your use of the NeoEdge Software or Delivery Service, as set forth below.
11.2 Limitation of Liability. In no event shall NeoEdge, its Affiliates or the NeoEdge Staff be liable, whether in contract, warranty, tort (including negligence), product liability or any other form of liability, for any indirect, incidental, special or consequential damages (including without limitation any loss of data, interruption, computer failure or pecuniary loss) arising out of the use or inability to use the NeoEdge Software or Delivery Service, even if NeoEdge, its Affiliates or the NeoEdge Staff have been advised of the possibility of such damages.
11.3 Remedy. Your only right or remedy with respect to any problems or dissatisfaction with the NeoEdge Software or Delivery Service is to deinstall and cease use of such NeoEdge Software.
11.4 Jurisdiction's Limitations. As some jurisdictions do not allow some of the exclusions or limitations as set forth above, some of these exclusions or limitations may not apply to You.
Article 12 General Provisions
12.1 New versions of the Agreement. NeoEdge reserves the right to modify this Agreement at any time by providing such revised Agreement to You or by publishing the revised Agreement on the NeoEdge Websites. Your continued use of the NeoEdge Software shall constitute Your acceptance to be bound by the terms and conditions of the revised Agreement.
12.2 Entire Agreement. The terms and conditions of this Agreement constitute the entire agreement between You with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter.
12.3 Partial Invalidity. Should any term or provision hereof be deemed invalid, void or enforceable either in its entirety or in a particular application, the remainder of this Agreement shall nonetheless remain in full force and effect.
12.4 No waiver. The failure of NeoEdge at any time or times to require performance of any provisions hereof shall in no manner affect its right at a later time to enforce the same unless the same is explicitly waived in writing and signed by NeoEdge.
12.5 No Assignment by You. You are not allowed to assign this Agreement or any rights hereunder.
12.6 Assignment by NeoEdge. NeoEdge is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice.
12.7 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States of America without giving effect to the conflict of laws or provisions of Your actual state or country of residence.
12.8 Competent Court. Any legal proceedings arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the courts of the district of Luxembourg.
12.9 Language. The original English version of this Agreement may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English language version shall prevail.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE OK BUTTON AND/OR CONTINUING TO INSTALL THE NEOEDGE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO NEOEDGE THE RIGHTS SET FORTH HEREIN.
(c) NeoEdge Networks - Last revised: December 2006.