INTERACTIVE MUSIC LTD. - END USER SOFTWARE LICENSE AGREEMENT
IMPORTANT - YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS (THE "LICENSE AGREEMENT") BEFORE USING THIS PRODUCT. THE PRODUCT CONTAINS SOFTWARE, THE USE OF WHICH IS LICENSED BY INTERACTIVE MUSIC LTD. ("IM"), AS SET FORTH BELOW. BY CLICKING ON THE "I ACCEPT" BUTTON YOU, AS AN INDIVIDUAL OR ENTITY, INDICATE THAT YOU ACCEPT THESE TERMS AND CONDITIONS WITHOUT ANY RESERVATION. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MAY NOT INSTALL OR USE THE SOFTWARE.
License
IM grants you a nonexclusive license to use the accompanying software program(s) (the "Software") subject to the terms and restrictions set forth in this License Agreement. You are not permitted to lease or rent, distribute or sublicense the Software or to use the Software in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to you in the human readable code of the Software (source code). In addition, this License Agreement does not grant you any rights to patent, copyrights, trade secrets, trademarks, or any other rights with respect to the Software, except as explicitly provided below.
The Software is licensed to be used on any personal computer. With respect to the Software, you may reproduce and provide one (1) copy of such Software for each personal computer on which such Software is used as permitted hereunder. Otherwise, the Software and supporting documentation may be copied only as essential for backup or archive purposes in support of your use of the Software as permitted hereunder. You must reproduce and include all copyright notices and any other proprietary rights notice appearing on the Software on any copies that you make.
This license covers the current version of the Software and any update thereto unless IM, in its sole discretion, decides to require a new license for the download of an updated version of the Software.
Third-Party Software
Any software provided with the Software by a party other than IM ("Third Party") is included for use at your option. If you choose to use such Third-Party software, such use shall be governed by such Third Party's license agreement.
Permitted Use
The Software is for private, non-commercial, entertainment use only. The Software is intended only for use with public domain or properly licensed content. You are responsible for complying with all trade regulation and laws, both foreign and domestic.
Restricted Use
You may not rent, lease or transfer rights to the Software except as expressly provided for in this License Agreement. You may transfer the Software and this License Agreement to another party if the other party agrees in writing to accept the terms and conditions of this License Agreement. If you transfer the Software, you must at the same time either transfer all copies of the Software as well as the supporting documentation to the same party or destroy any such materials not transferred. Except as set forth above, you may not transfer or assign the Software or your rights under this License Agreement.
Modification, adaptation, reverse engineering, reverse compiling, translation or disassembly of the Software is expressly prohibited.
Trade Secrets; Title
You acknowledge and agree that the structure, sequence and organization and code of the Software are the valuable trade secrets of IM. You agree to hold such trade secrets in confidence. You further acknowledge and agree that ownership of, and title to, the Software and all subsequent copies thereof, regardless of the form or media, are held by IM.
No Warranty
The Software is being delivered to you AS IS and IM makes no warranty as to its use or performance to the fullest extent permitted by applicable law. IM DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. IM MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL IM BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF AN IM REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.
The above disclaimer also applies to any Third-Party Software embodied in the IM Software.
Governing Law and Forum
This License Agreement shall be solely governed by the laws of the State of Israel, and you agree that the United Nations Convention on Contracts for the Sale of Goods (1980) is hereby excluded in its entirely from application to this License Agreement. Any dispute or claim with respect to this License Agreement shall be submitted to the competent courts in Tel-Aviv, Israel, which shall have sole and exclusive jurisdiction in such matter.
Term and Termination
This License Agreement is effective until terminated. You may terminate it at any time by destroying the Software and documentation together with all copies and merged portions in any form. It will also terminate immediately, without any requirement of notice by IM, if you fail to comply with any term or condition of this License Agreement. Upon such termination you agree to destroy the Software and documentation, together with all copies and merged portions in any form.
Severability
In the event that any provision of this License Agreement is found to be invalid, unlawful, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service. This shall not affect the validity, legality and enforceability of any of the remaining provisions, and a valid, lawful and enforceable provision of similar intent and economic impact shall be deemed to be replace such provision.
Entire Agreement
This License Agreement sets forth the entire understanding and agreement between you and IM, supersedes all prior agreements, whether written or oral, with respect to the Software and may be amended only in writing signed by both you and an authorized representative of IM.
