End user agreement for Tunestor
TUNESTOR LICENSE AGREEMENT
BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE TUNESTOR SOFTWARE, YOU AGREE ON BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU OR SUCH ENTITY ARE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT AS THE "LICENSEE." IF YOU OR THE ENTITY YOU REPRESENT, AS APPLICABLE, DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST SELECT THE CANCEL BUTTON, YOU MUST NOT INSTALL OR USE THE SOFTWARE, AND YOU OR THE ENTITY YOU REPRESENT, AS APPLICABLE, DO NOT BECOME A LICENSEE UNDER THIS AGREEMENT.
a) "Agreement" means this Tunestor License Agreement.
b) "Product" means the current version of Tunestor.
c) "Update" means a revision to the Product designated by a change in the version number to the right of the decimal place.
d) "Upgrade" means a revision to the Product designated by a change in the version number to the left of the decimal place.
2. LICENSE GRANT. Subject to Licensee's compliance with the terms and conditions of this Agreement, Tunestor.com grants Licensee a free-of-charge, non-exclusive, and non-transferable license to install and use the Product.
3. RESTRICTIONS ON USE. Licensee may not: (i) modify or create any derivative works of the Product; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to a) derive the source code, underlying ideas or algorithms of the Product, or b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Product (except to the extent applicable laws specifically prohibit such restriction); (iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer the Product or rights thereto; or (iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Product.
4. FEES. There is no license fee for using the Product.
5. UPDATES. This license entitles Licensee to update the Product.
6. UPGRADES. This license does not entitle Licensee to upgrade the Product. In order to receive a Product Upgrade, Licensee must agree to the license agreement under which the Upgrade is provided.
7. LICENSEE REPRESENTATIONS. Licensee represents and warrants that it has the legal capacity to enter into this Agreement, that it will use the Product only for lawful purposes and in accordance with this Agreement, and that it will not use the Product to violate any law, regulation or ordinance or any right of Tunestor.com or its licensors or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent.
8. TERMINATION. Should Licensee breach this Agreement, Licensee's right to use the Product shall terminate immediately and without notice. The respective rights and obligations of Tunestor.com and Licensee under the provisions of Sections 3 ("Restrictions on Use"), 8 ("Termination"), 9 ("Proprietary Rights"), 10 ("Indemnification"), 12 ("Limitation of Liability"), and 15 ("Miscellaneous") shall survive expiration or termination of this Agreement and Licensee agrees to continue to be bound by those terms. Upon termination, Licensee shall destroy all copies of the Product.
9. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual property rights in the Product shall remain in Tunestor.com. Licensee acknowledges such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with Tunestor.com's or its licensors' or other suppliers' ownership of or rights with respect to the Product. The Product is protected by copyright and other intellectual property laws and by international treaties. All trademarks used in connection with the Product are owned by Tunestor.com, its affiliates or its licensors and other suppliers, and no license to use any such trademarks is provided hereunder. Licensee agrees that Tunestor.com may use in any manner and without limitation all comments, suggestions, complaints and other feedback Licensee provides in respect of the Product.
10. INDEMNIFICATION. Licensee agrees to indemnify, hold harmless, and at Tunestor.com's request, to defend Tunestor.com, its affiliates, and its licensors from any and all costs, damages and reasonable attorneys' fees resulting from any breach of this Agreement or claim that Licensee's use of the Product has injured or otherwise violated any right of any third party or violates any law.
11. DISCLAIMER OF WARRANTY FOR THE PRODUCT. THE PRODUCT IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. TUNESTOR.COM, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE PRODUCT IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS, OR THAT ERRORS IN THE PRODUCT WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE PRODUCT IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, TUNESTOR.COM, ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY TUNESTOR.COM OR AN TUNESTOR.COM AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. TUNESTOR.COM AND ITS LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO LICENSEE'S USE OF THE PRODUCT. LICENSEE BEARS THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE AND ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE PRODUCT IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TUNESTOR.COM, OR ITS RESPECTIVE PARENTS, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE "TUNESTOR.COM GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
13. EXPORT CONTROLS. Licensee agrees to comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority, and not to export, re-export or import the Product or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals.
14. INJUNCTIVE RELIEF. Licensee acknowledges and agrees that, notwithstanding any other provisions of this Agreement, any breach or threatened breach of this Agreement by Licensee shall cause Tunestor.com irreparable damage for which recovery of money damages would be inadequate and that Tunestor.com therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
15. MISCELLANEOUS. (a) This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of Tunestor.com. (b) If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect, or Tunestor.com may at its option instead terminate this Agreement. (c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (d) Licensee may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. Tunestor.com may assign this Agreement to any entity at its sole discretion. (e) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns. (f) Neither party shall be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.