|Studio365-Live Software License Agreement|
IMPORTANT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN LIVE365.COM
AND YOU. IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS AND CONDITIONS
REGARDING YOUR USE OF THE STUDIO365-LIVE TM SOFTWARE, DOCUMENTATION AND
ASSOCIATED MATERIALS ("Software"). CAREFULLY READ THIS AGREEMENT BEFORE DOWNLOADING, INSTALLING
AND USING THE SOFTWARE.
BY USING THE SOFTWARE OR BY SIGNIFYING YOUR ACCEPTANCE IN ANY OTHER WAY, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE AND YOU SHOULD DISCONTINUE ANY FURTHER INSTALLATION OR USE THEREOF.
2. OwnershipThe Software is proprietary to Live365.com and protected by United States copyright and other laws, as well as international treaty provisions and you must treat the Software as any other copyrighted and legally protected material. Live365.com reserves all rights not expressly granted herein. Live365.com owns all right, title and interest in and to the Software and nothing in this Agreement shall be construed to transfer, convey, impair or otherwise adversely affect Live365.com's ownership or proprietary rights therein or any other Live365.com information or materials, tangible or intangible, in any form and in any medium.
3. TerminationLive365.com may terminate this Agreement (including your license to use the Software and your access to the Site and Content contained therein) immediately and without notice if: (i) you breach this Agreement, (ii) you infringe the intellectual property rights of Live365.com or any third party, (iii) Live365.com is unable to verify or authenticate any information you provide, or (iv) any Content contravenes any applicable laws or regulations and/or infringes the rights of any third party. Live365.com may also terminate this Agreement in the event it decides, in its sole discretion, to discontinue offering its services. Upon termination, you must destroy all copies of the Software in your possession or control. Following any such termination, Live365.com may remove some or all of your Content from its servers or elect to retain it, at Live365.com's sole discretion.
4. NO REPRESENTATIONS OR WARRANTIES
THE SOFTWARE IS PROVIDED "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LIVE365.COM DOES NOT WARRANT THAT THE FUNCTIONS INCLUDED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR FREE. YOU ASSUME THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SOFTWARE AND THIS AGREEEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
5. LIMITATION OF LIABILITYTO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LIVE365.COM OR ANY OF ITS SUPPLIERS BE LIABLE OR RESPONSIBLE FOR ANY DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS SOFTWARE, THE LICENSE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF LIVE365.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. U.S. Government Restricted RightsThe Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Nanocosm, Inc., 950 Tower Lane, Suite 1550, Foster City, CA 94404.
7. MiscellaneousIn enforcing, interpreting and for all other purposes, this Agreement will be governed by the substantive laws of the State of California. If a court determines any remedy provided to you under this Agreement has failed of its essential purpose, the limitations of liability and exclusion of damages and warranties above shall not be affected and remain in full force and effect. The only way this Agreement can be modified is if an authorized representative of Live365.com agrees to do so in writing. Live365.com may automatically amend this Agreement at any time by informing you of the amended terms via email to an email address you provide to Live365.com or which Live365.com may assign to you. Such amendments will be effective when sent. Alternatively, Live365.com may display the amended terms to you when you use the Software or access any part of the Site, in which case such terms shall be effective when displayed.