METROSIDEBAR – END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("AGREEMENT") GOVERNS YOUR USE OF THE METROSIDEBAR DESKTOP APPLICATION ("METROSIDEBAR APP" or "SOFTWARE") PROVIDED BY METROSIDEBAR, INC. ("METROSIDEBAR").
BY DOWNLOADING THIS SOFTWARE, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU" or "YOUR") ARE UNCONDITIONALLY AGREEING TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT. YOUR USE OF THIS SOFTWARE SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD OR USE THIS SOFTWARE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
1. LICENSE GRANT. Subject to compliance with all the terms of this Agreement, MetroSidebar, Inc. hereby grants You a limited, personal, non-sublicenseable, non-transferable license to download, install and use (in executable form only) the Software solely for Your personal use and solely in accordance with any documentation that accompanies it.
2. LICENSE RESTRICTIONS. You agree not to, and agree not to permit anyone else to: (i) copy (except for a reasonable number of backup copies) or distribute the Software; (ii) modify, reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of the Software (except where the foregoing is required by applicable local law, and then only to the extent so permitted); or (iii) license, sell, rent, lease, transfer or host the Software or use the Software for timesharing or service bureau purposes. You shall not remove or obscure any proprietary notices on the Software, and shall reproduce such notices exactly on all permitted copies of the Software. In order to use this Software You must be 13 years of age or older.
3. OWNERSHIP. You acknowledge that all title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof, shall remain in MetroSidebar and its suppliers or licensors. You understand that MetroSidebar may modify or discontinue offering the Software at any time. The Software is protected by the copyright laws of the United States and international copyright treaties. You acknowledge that no rights are provided under this Agreement except as expressly granted herein.
5. INTELLECTUAL PROPERTY; CONTENT. As a condition of Your use of the Software, You represent, warrant and covenant that You will not use the Software: (i) to infringe the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any law, statute, ordinance or regulation; (iii) to disseminate information or materials in any form or format ("Content") that is infringing, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable; or (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You acknowledge that all Content that You access through the Software is at Your own risk and You will be solely responsible for any damage to any party resulting therefrom.
6. SUPPORT AND UPGRADES; UPDATES. This Agreement does not entitle You to any support, upgrades, patches, enhancements, or fixes for the Software (collectively, "Support"). Any such Support for the Software that may be made available by MetroSidebar shall become part of the Software and subject to this Agreement. You acknowledge and agree that the Software, or any Third Party Services provided through the Software, may change or be updated from time to time without prior notice to You.
7. WARRANTY DISCLAIMER. METROSIDEBAR PROVIDES THE SOFTWARE "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL METROSIDEBAR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE. METROSIDEBAR LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $50. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF METROSIDEBAR SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
11. TERM AND TERMINATION. This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time. Your rights under this Agreement will terminate automatically without notice to You if You violate any provision of this Agreement. MetroSidebar may immediately terminate this Agreement at any time if MetroSidebar determines that the Software or use thereof may result in infringement or violation of third party rights or claims thereof. Any termination of this Agreement shall also terminate the rights and licenses granted to You hereunder. Upon termination of this Agreement for any reason, You shall cease all use of the Software, and destroy or remove all copies of the Software. MetroSidebar’s rights and Your obligations shall survive termination of this Agreement.
12. GOVERNMENT USE. If You are part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the Software by the Government shall be governed solely by the terms of this Agreement.
13. EXPORT CONTROLS. You agree to comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By downloading or using the Software, You: (a) agree to the foregoing; (b) certify that the Software will not be rented, leased, sold, sublicensed, assigned, or otherwise transferred; (c) certify that You will not transfer or export any product, process, or service that is the direct product of the Software; and (d) represent and warrant that You are not located in any U.S embargoed countries or are a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Denied Entity List, or are located in a country to which export of the Software is otherwise prohibited.
Version Date of this End User License Agreement: July 27, 2014