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===Jukebox Jockey Media Player===
===Trial Software License Agreement===
1. The following Trial Software License Agreement (the “Agreement”) is made between Jukebox Jockey LLC (“LICENSOR”) and you, effective upon the date (the “Effective Date”) of your access and use of the Jukebox Jockey software (the “Software”) via LICENSOR’s website atwww.jukeboxjockey.com (the “Site”). By downloading the trial version of the Software via the Site, you acknowledge and agree that: (i) LICENSOR is the sole owner of the Software and all intellectual property rights therein, and (ii) you are bound by the terms of this Agreement.
2. Software. For purposes of this Agreement, “Software” shall mean the trial version of the Jukebox Jockey software in such form as it may be available for download from time to time on the Site including, without limitation, any updates, upgrades, bug fixes or enhancements to the Software which LICENSOR, in its sole discretion, may choose to make available to you.
3. Limited License. LICENSOR grants, and you accept, for the Term (defined below), and subject to the terms and conditions of this Agreement, a non-transferable, non-exclusive, limited license, without the right to grant sublicenses, to download and use one copy of the Software via the Site in executable form only, on a single device. The Software shall only be downloaded and used by you for personal use. You agree that you will not: (a) copy, transfer, assign, rent, resell, distribute or use the Software other than as expressly authorized in this Agreement; (b) make any enhancement or modification to the Software; (c) decompile, reverse engineer or disassemble the Software in any manner, either entirely or in part; or (d) use the Software as a service bureau.
4. Title. You agree that LICENSOR and/or its licensors own all right, title and interest in and to the Software and the Site, any derivative works, modifications and enhancements thereof created by you, whether authorized to be made hereunder or not (collectively, the “Client Enhancements”), and in all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets relating to the design, manufacture, operation or service of the Software and/or any Client Enhancement. You hereby assign all such rights to LICENSOR.
5. Fees. This software is offered to you at no cost for the Term. Your continued use of the Software beyond the Term is conditioned upon LICENSOR’s receipt in full in advance of LICENSOR’s then-current fees for a license to the Software and your acceptance, execution and delivery of LICENSOR’s then-current form of license agreement.
6. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED TO YOU “AS IS.” LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SOFTWARE , AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRPUTED OR ERROR-FREE.
7. Term; Termination.
(a) Unless earlier terminated in accordance with the provisions of this Article 6, the term of this Agreement (the “Term”) shall begin on the Effective Date and shall continue for thirty (30) days thereafter.
(b) If either party breaches any of the terms of this Agreement, or defaults in any of its obligations hereunder, the other party shall, at any time thereafter, notify the other party in writing of such breach. If the breach is not cured within the Term, this Agreement shall terminate. Notwithstanding the foregoing, if you breach any of your obligations of confidentiality with respect to the protection of the interests of LICENSOR, LICENSOR shall have the right to terminate this Agreement immediately without notice to you.
(c) Either party may immediately terminate this Agreement by giving written notice to the other party in the event of (i) the liquidation or insolvency of the other party, (ii) the appointment of a receiver for the other party, (iii) an assignment by the other party for the benefit of its creditors, or (iv) the filing of a petition in bankruptcy by or against the other party under any bankruptcy or state creditor’s law.
(d) Upon termination of this Agreement, you shall immediately terminate your use of the Software and shall thereafter make no further use of the Software. In the event of termination of this Agreement for any reason, the provisions of Section 3 through 10 shall survive, and all other provisions of this Agreement shall terminate.
8. Confidentiality. You agree that the Software and any documentation or other information pertaining thereto, whether expressed orally, electronically, in writing, or in any other format, constitutes proprietary information and trade secrets that are the sole property of LICENSOR. You agree to secure, protect, keep confidential and not disclose the Software and any documentation or other information pertaining thereto, and any portion or copy thereof. Such obligation shall survive the termination of this Agreement for any reason. All copies of the Software and any related documentation, including translations, compilations, partial copies with modification, and updated works, are the property of LICENSOR.
9. You acknowledge and agree that the restrictions set forth in this Agreement are reasonable and necessary to protect the proprietary information and intellectual property rights of LICENSOR and that any violation thereof by you would result in irreparable harm to LICENSOR. In the event of any violation of the provisions of this Agreement by you, you acknowledge and agree that LICENSOR shall, without the necessity of posting any required bond or other form of financial assurance, be entitled to pursue and obtain from any court of competent jurisdiction (i) preliminary and permanent injunctive relief, and (ii) specific enforcement of the terms and provisions of this Agreement, which rights shall be cumulative and in addition to any other remedy to which LICENSOR may be entitled at law or in equity, including without limitation recovery of damages and lost profits.
10. Indemnity.
(a) LICENSOR will, at its expense, defend any action brought against you to the extent that it is based on a claim that the Software infringes any patents duly issued by the United States of America, or any United States copyright rights. LICENSOR will pay all damages and costs finally awarded against you in any such action, provided that you notify LICENSOR in writing of the existence of such claim within seven (7) days of your receipt of such claim; and LICENSOR in its reasonable judgment receives your reasonable cooperation and assistance in defending or settling said claim. LICENSOR will have the option, at its expense, either to procure for you, the right to continue using the Software, to replace or modify the Software so that it becomes non-infringing, or to refund the fees paid by you for such Software for the period of time you are unable to access and use the Software.
(b) You will, at your expense, indemnify, defend and hold LICENSOR and its affiliates, and their respective principals, officers, directors, employees, agents and representatives harmless from and against any and all claims, causes of action, liabilities, judgments, settlements, costs, expenses and fees (including reasonable attorneys’ fees) arising out of or relating to: (i) any misrepresentation made by you contained in this Agreement, or your breach of this Agreement; (ii) any inaccuracies contained in any information or materials submitted by you to LICENSOR via the Software and/or the Site; or (iii) your use of information or materials from the Software or the Site.
11. Limitation of Liability. NEITHER LICENSOR NOR ANY THIRD PARTY ASSOCIATED WITH THE CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE OR RELATED DOCUMENTATION SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIFIC, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOSS OF PROFITS, IN CONNECTION WITH OR ARISING FROM THE FURNISHING, PERFORMANCE, OR USE OF THE SOFTWARE OR RELATED DOCUMENTATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL LICENSOR’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR A LICENSE TO THE SOFTWARE. THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LICENSOR AND YOU. LICENSOR WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT SUCH LIMITATIONS. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. LICENSOR HAS NO LIABILITY TO YOU UNDER THIS AGREEMENT FOR ANY CLAIM BASED UPON YOUR USE, COMBINATION OR OPERATION OF THE SOFTWARE WITH ANY EQUIPMENT OR SOFTWARE NOT SUPPLIED BY LICENSOR, OR BASED UPON ALTERATION OF EQUIPMENT OR MODIFICATION OF SOFTWARE BY YOU OR ANYONE OTHER THAN A LICENSOR AUTHORIZED REPRESENTATIVE.
12. General Provisions. This Agreement contains the entire agreement of the parties with respect to the subject hereof. Neither this Agreement, nor the license granted herein, may be assigned by you without LICENSOR’s prior written consent. This Agreement may not be modified except by a written amendment signed by you and an authorized representative of LICENSOR. If any provision of this Agreement is held unenforceable, that provision shall be enforced to the maximum extent permissible so as to give the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement is governed by the laws of the State of New Jersey without reference to its conflict of law principles. Any dispute arising out of or relating to this Agreement or the Software shall be brought in the federal or state courts located in the State of New Jersey, the exclusive jurisdiction and venue of which you hereby consent to. You covenant and agree to comply with all applicable laws including, without limitation, U.S. and foreign export control laws and regulations, in your access and use of the Software.