| LICENSE AGREEMENT | PANTHEON™ |
|
|
| ||
| |||
|
|
|
|
LICENSE AGREEMENT
YOU SHOULD CAREFULLY READ ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PRODUCT. INSTALLING AND USING THE PRODUCT INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. ONCE INSTALLED, THE PRODUCT MAY NOT BE RETURNED FOR YOUR FAILURE TO AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW.
1.GRANT OF LICENSE. With the purchase of this product Harman Music Group, Inc. (“HMG” or the “Licensor”) grants to you, the Licensee, a
2.OWNERSHIP OF THE PRODUCT. The Product may be used with or incorporated into certain material proprietary of third parties. HMG and licensors of HMG own and will retain all title, copyright, trademark and other proprietary rights in and to the Product. This License is NOT a sale of the Product or any copy of it. You, the Licensee, obtain only such rights as are provided in this Agreement. You understand and agree as follows:
2.1.You may NOT make any copies of all or any part of the Product except for archival copies of the computer software components of the Product as permitted by law.
2.2.You may NOT reverse compile, reverse assemble, reverse engineer, modify, incorporate
in whole or in part in any other product or create derivative works based on all or any part of the Product.
2.3.You may NOT remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Product.
2.4.You may NOT transfer the Product. If transferred, in whole or in part, the original and subsequent owners forfeit all rights to use the software.
2.5.You may not use the documentation for any purpose other than to support your use of the Product.
2.6.You may not perform engineering analyses on the Product, including performance analyses, or benchmark analyses, without the written permission of HMG.
3.LICENSEE’S RESPONSIBILITIES FOR SELECTION AND USE OF THE PRODUCT. HMG hopes the Product will be useful to your business or personal endeavors. HMG DOES NOT, HOWEVER, WARRANT THE OPERATION OF THE PRODUCT OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED IN THE PRODUCT. You, and not HMG, are responsible for all uses of the Product.
4.WARRANTY.
4.1.Limited Warranty. Subject to your compliance with this Agreement, HMG warrants to you, the original licensee, that the media on which the Product is recorded will be free of defects in material and workmanship under normal use for a period of thirty (30) days from purchase, and that the Product will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. HMG’s sole responsibility under this warranty will be, at its option,
(i) to use reasonable efforts to correct any defects that are reported to it within the foregoing warranty period or (ii) to refund the full purchase price. HMG does not warrant that the Product will be error free, nor that all program errors will be corrected. In addition, HMG makes no warranties if the failure of the Product results from accident, abuse or misapplication. Outside the United States, these remedies are not available without proof of purchase from an authorized international source. All requests for warranty assistance shall be directed to HMG at the following address:
Harman Music Group, Inc.
8760 S. Sandy Parkway
Sandy, Utah 84070, U.S.A.
4.2.Limitations on Warranties. The express warranty set forth in Article 4 is the only war- ranty given by HMG with respect to the entire product; HMG makes no other warranties, express, implied, or arising by custom or trade usage, and specifically disclaims the implied warranties of
Some states do not allow limitations on how long an implied warranty lasts, so the above limitations on how long an implied warranty lasts, so the above limitation may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.
5.LIMITATIONS ON REMEDIES. HMG's liability in contract, tort or otherwise, arising in connection with the product shall not exceed the purchase price of the product or the purchase price allocated to the product when sold in connection with other products. In no event shall HMG be liable for special, incidental, tort or consequential damages (including any damages resulting from loss of use, loss of data, loss of profits or loss of business) arising out of, or in connection with the performance of the product, even if HMG has been advised of the possibility of such damages.
Some states do not allow the exclusion or limitation of incidental or consequential damages so the above exclusion or limitation may not apply.
6.U.S. GOVERNMENT RESTRICTED RIGHTS. If you are a government agency, you acknowledge that the Product was developed at private expense and that the computer software component is provided to you subject to RESTRICTED RIGHTS. The rights of the government regarding its use, duplication, reproduction or disclosure by the Government is subject to the restrictions set forth in subparagraph (c)(1)(ii) of the rights in Technical Data and Computer Software clause at DFARS
7.TERMINATION. This License Agreement will terminate immediately if you breach any of its terms. Upon termination, you will be required to promptly return to HMG all copies of the Product covered by this License Agreement and permanently remove or destroy all copies of the Product contained on any computer readable storage medium, including all archival copies of the Product.
8.MISCELLANEOUS.
8.1.Governing Law. The terms of this License shall be construed in accordance with the substantive laws of the United States and/or Commonwealth of Utah, U.S.A. Both Parties agree to exclude the United Nations Convention on Contracts for the
international sale of goods under this License.
8.2.No Waiver. The failure of either party to enforce any rights granted hereunder or to take any action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
8.3.Litigation Expenses. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys’ fees and litigation expenses.
8.4.Unenforceable Terms. Should any term of this License Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
8.5.Entire Agreement. The parties acknowledge that Product may be subject to export controls under the U.S. Export Administration Regulations. You agree to (i) comply strictly with all legal requirements established under these regulations, (ii) cooperate fully in any official or unofficial audit or inspection that relates to these controls and (iii) not export,
8.6.Entire Agreement. You agree that this agreement is the complete and exclusive statement of the license agreement between you and HMG which supersedes any proposals, or prior agreement, oral or written, and any other communications between you and HMG relating to the subject matter of this agreement.
2
