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Commit Livestation-EULA.txt for media-tv/livestation.

1 IMPORTANT PLEASE READ CAREFULLY LIVESTATION TECHNICAL TRIAL SOFTWARE
2 EVALUATION LICENCE
3
4 This Technical Trial Software Evaluation Licence (the “Agreement”)
5 is a legal agreement between you and Skinkers Limited, a company
6 incorporated in England and Wales (Company No: 04120457) having its
7 registered office at Wellesley House, Duke of Wellington Avenue, Royal
8 Arsenal London, SE18 6SS granting you limited rights to download and use
9 our software, subject to the terms of this Agreement.
10
11 YOU MUST READ THIS AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE
12 AT THE END BY CLICKING THE "I ACCEPT" BUTTON. ANY AND ALL PERSONAL
13 INFORMATION OBTAINED FROM YOU BY US RELATING TO THIS AGREEMENT
14 AND THE SOFTWARE IS SUBJECT TO OUR PRIVACY POLICY, LOCATED AT
15 WWW.LIVESTATION.COM/PRIVACY AND, BY CLICKING THE "I ACCEPT" BUTTON
16 BELOW, YOU ALSO AGREE TO THE TERMS AND CONDITIONS OF SUCH PRIVACY
17 POLICY. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, CLICK
18 ON THE "I DO NOT ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU
19 CLICK ON THE “I DO NOT ACCEPT” BUTTON YOU WILL NOT BE PERMITTED TO
20 DOWNLOAD AND USE THE SOFTWARE. RECITALS:
21
22 (A) We have developed the Livestation software in a pre-production
23 (Technical trial) form (the “Software”) and we wish to grant a
24 limited number of users certain limited rights to use the Software for
25 the purposes of testing and evaluating its functionality.
26
27 (B) You wish to participate in the Evaluation Process (as defined below)
28 and to use and evaluate the Software on the terms and conditions
29 contained in this Agreement.
30
31 THE PARTIES AGREE AS FOLLOWS:
32
33 1. Software Licence
34
35 1.1 We grant you a personal, non-exclusive, royalty-free,
36 non-transferable, revocable licence during the Term to download and use
37 the Software solely for the purposes of testing and evaluation by you,
38 without the right to sub-licence such rights, solely on the terms and
39 subject to the conditions of this Agreement. The “Term” means the
40 period from the date that you accept this Agreement by clicking the
41 "I ACCEPT" button below (the “Acceptance Date”) until the date of
42 termination or expiry of this Agreement.
43
44 1.2 You shall report promptly to us in such manner and formats as we may
45 designate all faults and problems you find with the Software and shall
46 co-operate with us in diagnosing and correcting such faults and problems
47 (the “Evaluation Process”).
48
49 2. Registered and Licensed Users
50
51 2.1 In order for you to download, access and use the Software, you must
52 register with us and provide us with an email address and obtain a
53 unique password for accessing and using the Software (the "Password").
54 It is your responsibility to ensure that you keep your Password and
55 other account details secure and confidential. They must not be
56 disclosed to or used by any other person. You are responsible and wholly
57 liable for all acts or omissions committed by any other person who
58 accesses and / or uses the Software through or by means of your account
59 or Password.
60
61 2.2 Livestation delivers live television and radio broadcast programme
62 services. Reception of these services may require a television or
63 radio licence in some countries. You should ensure that your use of
64 Livestation is covered by such a licence where required.
65
66 2.3 Livestation also delivers desktop alerts and messages from time to
67 time to your desktop by receipt of messages through your internet connection.
68 You will need to keep your computer connected to the internet to receive these
69 messages.
70
71 3. The User’s Obligations
72
73 3.1 You shall:
74
75 (a) only use the Software in the manner, and for the purposes, expressly
76 specified in this Agreement;
77
78 (b) except as expressly provided in this Agreement, not use, reproduce,
79 dispose of, deal with, rent, lease, loan, modify, adapt, reverse
80 engineer, decompile or disassemble the whole or any part of the
81 Software;
82
83 (c) except as expressly provided in this Agreement, not copy, reproduce,
84 republish, upload, post, transmit, or distribute the Software, or any
85 portion thereof, or facilitate or permit any third party to do so;
86
87 (d) not incorporate or allow the Software to be incorporated in any
88 other software;
89
90 (e) not attempt to access any systems, programs or data of ours that are
91 not licensed under this Agreement;
92
93 (f) not use any device or software to interfere or attempt to interfere
94 with the proper operation of the Software;
95
96 (g) keep confidential and not disclose (or make available any
97 information on or relating to) the existence, features, functionality,
98 capabilities or contents of the Software or your conclusions, opinions,
99 findings or other information regarding the Software or your evaluation
100 of the Software, or the contents of this Agreement (such confidentiality
101 and non-disclosure obligations to survive the termination of this
102 Agreement), provided that this Clause shall not extend to information
103 which was rightfully in your possession prior to the negotiations
104 leading to this Agreement, which was already public knowledge at the
105 Acceptance Date or becomes so at a future date (otherwise than as a
106 result of a breach of this Clause) or which you are legally required
107 by applicable law, rule, regulation or lawful order or ruling of any
108 court, government agency or regulatory commission to disclose, in
109 which case you agree that you will provide us with prompt notice of
110 such requirement to enable us to seek an appropriate protective order
111 or to take steps to protect the confidentiality of our confidential
112 information, and in the event such protection is not obtained or we
113 waive compliance with the provisions of this Clause, you agree that
114 you will disclose only that portion of the confidential information
115 which you are legally required to disclose. For the avoidance of doubt,
116 this Clause shall not apply to any information that we have expressly
117 directed you to disclose or make available to us or any third party;
118
119 (h) safeguard the Software from access by anyone other than yourself;
120 and
121
122 (i) not delete or in any manner alter any notices, disclaimers,
123 insignia, lettering or other legends contained in the Software or
124 appearing on any screens, documents, reports, numeric results or other
125 materials obtained by you through use of the Software.
126
127 3.2 Notwithstanding Clause 3.1(b) and provided that the EU Software
128 Directive or other applicable law confers or may confer on you any
129 right to decompile or disassemble any portion of the Software or its
130 components you shall not attempt or commence any such disassembly or
131 decompilation unless: (1) prior to such actual or attempted disassembly
132 or decompilation, you have notified us in writing that you require such
133 information as is necessary to permit you to create an independent
134 program which can be operated with any portion of the Software or its
135 components and we have not provided such information within one (1)
136 month of your written request, and (2) the information so obtained is
137 not used for any other purpose.
138
139 3.3 You shall not copy or reproduce the Software other than as expressly
140 permitted elsewhere in this Agreement, except that you may make one copy
141 for backup and security purposes. You hereby acknowledge that all copies
142 (whether complete copies or partial copies) made of the Software are our
143 property.
144
145 4. User Representations and Warranties
146
147 4.1 You represent and warrant to us that you have authority to enter
148 into this Agreement, and that you will participate in the Evaluation
149 Process with reasonable skill and care.
150
151 4.2 Livestation allows users to create links to third-party streams.
152 The streams’ content, business practices and privacy policies are
153 not under our control, and we are not responsible for the content of
154 any linked stream, website or any link contained in a linked stream or
155 website. The inclusion of a link by Livestation you add does not imply
156 any endorsement by or any affiliation with Livestation. In accessing
157 the streams or links or following links to third-party websites or
158 streams you may be exposed to content that you consider offensive or
159 inappropriate. You agree that your only recourse is to stop using
160 Livestation or the streams or links. You may remove your link to a
161 stream at any time.
162
163 4.3 Livestation reserves the right to remove or modify any
164 information, streams, links or user’s account at any time without
165 notice. In the event of complaint from any third party Livestation may
166 contact you before removing or blocking access to any information but
167 shall not be obliged to do so. Before viewing streams or adding links
168 or other information you agree to confirm that doing so will not be in
169 breach of any law or third party rights.
170
171 4.4 You agree that we may copy, share, store, amend or delete any
172 information we deem appropriate in the provision and operation of
173 the Livestation service. This ability shall not reduce or amend your
174 responsibility for ensuring that use of any information (including
175 links and streams) you provide is legal. You recognise and agree
176 that Livestation does not check the content of each link and you
177 represent and warrant to Livestation that you have the right to grant,
178 to Livestation a perpetual, non-exclusive, transferable, fully paid,
179 worldwide license (with the right to sublicense) to use, copy, publicly
180 perform, publicly display, reformat, translate, excerpt (in whole or
181 in part) and distribute the material which you are linking to for any
182 purpose connected with Livestation including commercial, advertising, or
183 otherwise. You can remove a link at any time, if you choose to remove
184 your link, the license granted above will automatically expire. You
185 agree to hold harmless and indemnify Livestation in respect of any claim
186 by any third party arising from your use of or creation of a link to a
187 stream in Livestation.
188
189 4.5 Livestation makes no warranties whatsoever regarding the license
190 agreements required for accessing, and the information provided through,
191 any stream or link, and disclaims all liability for damages, including
192 without limitation, any general, special, incidental or consequential
193 damages, resulting from their use. Livestation also reserves the right
194 to collect information about creation and viewing of user added streams,
195 including but not limited to anonymous usage information for statistical
196 purposes.
197
198 5. Liability
199
200 5.1 Except as otherwise expressly provided in this Agreement:
201
202 (a) the Software is provided "as-is" and, to the maximum extent
203 permitted by applicable law, we disclaim all conditions and warranties
204 of any kind, express (unless set out in this Agreement) or implied,
205 regarding the Software or otherwise relating to this Agreement,
206 including conditions and / or warranties of fitness for a particular
207 purpose, satisfactory quality, merchantability, non-infringement and
208 accuracy;
209
210 (b) we do not warrant or represent that the Software is or will be
211 accurate, free from defects, complete, without error, or free of
212 viruses, worms, other harmful components, or other program limitations,
213 or that it will function correctly or at all;
214
215 (c) you assume the entire cost of all necessary servicing, repair, or
216 correction of problems caused by viruses or other harmful components, or
217 the failure of the Software to operate or operate correctly;
218
219 (d) we make no warranties or representations as to the accuracy,
220 quality, reliability, suitability, completeness, truthfulness,
221 usefulness, or effectiveness of the Software; and
222
223 (e) use of the Software is entirely at your own risk and we shall have
224 no liability or responsibility to you under or in relation to this
225 Agreement.
226
227 5.2 You shall use the Software at your own risk and in no event shall
228 we be liable to you for any loss or damage of any kind (except personal
229 injury or death resulting from our negligence) arising from the your use
230 of or inability to use the Software or from faults or defects in the
231 Software whether caused by negligence or otherwise.
232
233 5.3 The express terms of this Agreement are in lieu of all warranties,
234 conditions, undertakings, terms and obligations implied by statute,
235 common law, trade usage, course of dealing or otherwise all of which are
236 hereby excluded to the fullest extent permitted by law.
237
238 5.4 You agree to defend, indemnify and hold us harmless from any losses,
239 liabilities, damages, actions, claims or expenses (including legal
240 fees and court costs) arising or resulting from your breach of any
241 term of this Agreement or caused by your acts or omissions or the acts
242 or omissions of any other person using your Password or other account
243 details.
244
245 5.5 Nothing in this Agreement shall operate to avoid or exclude the
246 liability of either party for death or personal injury caused by its
247 negligence or for fraud.
248
249 5.6 Subject to Clause 5.5, without prejudice to any provision of this
250 Agreement, our maximum aggregate liability to you under or in relation
251 to this Agreement or any matter arising out of it shall be £500.
252
253 6. Term and termination
254
255 6.1 This Agreement and your right to use the Software shall be
256 effective from the Acceptance Date and shall continue in force unless
257 and until terminated in accordance with the provisions set out in this
258 Clause 6.
259
260 6.2 We may terminate this Agreement immediately without liability on
261 written notice to you for any reason whatsoever.
262
263 6.3 Without prejudice to Clause 6.2 above, this Agreement may also be
264 terminated immediately by either party on giving notice in writing to
265 the other if:
266
267 (a) the other shall have a receiver or administrative receiver
268 appointed or shall pass a resolution for winding-up (otherwise than
269 for the purpose of a bona fide scheme of solvent amalgamation or
270 reconstruction);
271
272 (b) a court of competent jurisdiction shall make an order to that
273 effect;
274
275 (c) the other party shall become subject to an administration order;
276
277 (d) the other party shall enter into any voluntary arrangement with its
278 creditors;
279
280 (e) the other party shall cease or threaten to cease to carry on
281 business; or
282
283 (f) the other party shall commit any breach of this Agreement.
284
285 6.4 Any termination of this Agreement shall not affect any accrued
286 rights or liabilities of either party nor shall it affect the coming
287 into force or the continuance in force of any provision of this
288 Agreement which is expressly or by implication intended to come into or
289 continue in force on or after such termination.
290
291 6.5 On termination of this Agreement, you must immediately cease using
292 the Software and, unless we otherwise agree in writing, you may not
293 directly or indirectly download, access or use the Software (or any
294 other software made available by us). You must also destroy and /
295 or delete all copies of the Software (and any materials provided in
296 connection with it by us). Without prejudice to the foregoing, we
297 shall also be entitled on termination of this Agreement to disable the
298 Software if you have not destroyed / deleted it.
299
300 6.6 Sections 3(g), 3(h), 5, 6.4, 6.5, 7, 8, 9, 13, and 14 shall survive
301 this Agreement on termination.
302
303 7. Reservation of rights
304
305 7.1 We reserve the right to:
306
307 (a) suspend access to the Software and replace it with another version
308 at any time during the term of this Agreement;
309
310 (b) disable the Software or require you to cease using it at any time;
311 and
312
313 (c)charge you for access to and use of the Software, by giving no
314 less than 7 days’ notice in writing. If we have notified you of our
315 decision to charge for use of the Software and you do not wish to pay
316 for your use of the Software, you must notify us and cease absolutely to
317 use the Software. On the sending of any such notice, this Agreement will
318 automatically terminate.
319
320 8. Intellectual Property Rights
321
322 8.1 We or our licensors own all rights, title and interests in the
323 Software including trade secrets, patents, copyrights and database
324 rights, and the Software shall remain the sole and exclusive property of
325 us or our licensors. Except as provided in Clause 1.1 of this Agreement,
326 you have no, and are not granted, any right, title, interest or licence
327 in the Software.
328
329 8.2 You grant us a non-exclusive, perpetual, irrevocable, worldwide,
330 royalty-free licence with the right to sublicense, use, copy, transmit,
331 distribute, create derivative works of, display and perform the same
332 in respect of any materials or other information (including, without
333 limitation, ideas, concepts or techniques for new or improved services
334 and products) submitted by you in connection with the Evaluation
335 Process, whether as feedback, data, questions, comments, or suggestions.
336
337 8.3 Livestation viewers using any of Livestation's interactive features
338 agree that any statement, comment or other contributions made by Livestation
339 users may be republished by Livestation and/or Livestation's partner
340 broadcasters including, but not limited to, being broadcast live on-air.
341
342 8.4 You agree and understand that any website logs, site statistics or
343 other data collected by us (the “Site Statistics”) shall be and
344 remain our sole and exclusive property.
345
346 8.5 This Agreement does not grant you a licence to use any of our trade
347 marks, trade names, or logos, and you recognise that our trade marks,
348 trade names and logos are valuable assets of ours and that substantial
349 recognition and goodwill are associated with them. You agree that you
350 shall not use or permit any third party to use, at any time, our trade
351 marks, trade names, or logos.
352
353 9. Hardware and Service Requirements
354
355 9.1 You are solely responsible for acquiring, servicing, maintaining,
356 and updating all equipment, computers, software and communications
357 services not owned or operated by or on behalf of us, to enable you to
358 download, access and use the Software, and for all expenses relating
359 thereto (plus any applicable taxes). You agree to download, access and
360 use the Software in accordance with any and all operating instructions
361 or procedures that may be issued by us, as amended by us from time to
362 time. You must promptly implement all updates, patches and upgrades to
363 the Software and, if instructed, uninstall and replace the Software with
364 any new versions or releases that we provide to you.
365
366 10. Performance
367
368 10.1 Use of the Software enables users to view alerts, messages and
369 other content transmitted or made available by us or our Authorised
370 Licensees over a peer-to-peer network. By downloading the Software
371 and entering into this Agreement, you acknowledge and agree that your
372 internet connection, computer and related equipment and resources (for
373 example, a home Wi-Fi network) may be used by you for viewing such
374 content and that they may also be used for retransmitting such content
375 to other users on the peer-to-peer network. Use of the Software may
376 impact your system resources and bandwidth usage. You agree to us
377 sending you messages and alerts using the Software. Any charges imposed
378 by your ISP for such bandwidth usage are your responsibility. For the
379 avoidance of doubt, unless you have entered into a separate licence
380 agreement with us under which you are expressly permitted to transmit
381 content over the Livestation peer-to-peer network, you are not an
382 Authorised Licensee and you may not, under any circumstances whatsoever,
383 transmit any content over the peer-to-peer network or by means of our
384 Software except such content as we have made available to you and which
385 is automatically retransmitted by the Software without any intervention
386 by you.
387
388 10.2 You understand and agree that the operation and availability of the
389 systems used to transmit information or for accessing and interacting
390 with the Software including, the public telephone, computer networks and
391 the internet, whether or not supplied or made available by us, you or
392 others, can be unpredictable and may, from time to time, interfere with
393 or prevent the access to and/or the use or operation of the Software.
394 We are not in any way responsible for any such interference with or
395 prevention of your access and/or use of the Software.
396
397 11. Training and Support
398
399 11.1 Unless we otherwise agree, we will not provide any training or
400 support to you relating to the Software.
401
402 12. Notices
403
404 12.1 Notices
405
406 All questions or comments concerning this Agreement shall be submitted
407 to us by you via email at support@livestation.com. All Notices to be
408 given under this Agreement by you shall be sent to the same address,
409 with a copy to notices@livestation.com.
410
411 All Notices to be given under this Agreement to you by us shall be
412 submitted via email to the address notified to us by you as part of the
413 registration process, or such other email address as you may confirm to
414 us by updating your registration details. It is your responsibility to
415 ensure that you have provided us with current and correct email details.
416 All Notices sent by us to the email address last provided by you shall
417 be deemed valid and effective and we shall not be liable or responsible
418 if any Notice fails to reach you because you have not provided us with
419 the correct details or have failed to keep them up to date.
420
421 12.2Acceptance
422
423 (a) By accepting below and providing us with your email address you
424 agree and consent to: (i) contract electronically with us in accordance
425 with this Agreement; and (ii) receipt of electronic legal notices
426 regarding this Agreement to the email address you have provided to us.
427
428 12.3 Agreement Please print a copy of this Agreement for your records
429 and keep it securely.
430
431 13. General Provisions
432
433 13.1 Severability and Waiver
434
435 If any provision of this Agreement is held by a court of competent
436 jurisdiction or other competent authority to be invalid, unlawful
437 or unenforceable for any reason then such part will be severed from
438 the remainder of this Agreement, which will continue to be valid and
439 enforceable to the fullest extent permitted by law. The parties agree to
440 replace any invalid provision with a valid provision which most closely
441 approximates the intent and economic effect of the invalid provision.
442 In the event of a holding of invalidity so fundamental as to prevent
443 the accomplishment of the purpose of the Agreement, the parties shall
444 promptly commence good faith negotiations to remedy such invalidity.
445 No delay on the part of either party in exercising any right or remedy
446 under this Agreement shall operate as a waiver thereof nor shall any
447 single or partial exercise of any right or remedy under this Agreement
448 preclude any other or further exercise of such right or remedy.
449
450 13.2 Definitions and Headings
451
452 References to:
453
454 (a) The “Software” include references to all modifications, patches,
455 updates, upgrades, new versions and releases of the Software provided
456 by us to you, unless provided to you under the terms of any separate
457 licence agreement entered into between us.
458
459 (b) “You” and “your” are to you, the individual who has accepted
460 the terms and conditions of this Agreement;
461
462 (c) “We”, “us” and “our” are to Skinkers Limited, as .
463 defined above, and its permitted successors and assignees Headings used.
464 in this Agreement are for reference purposes only and do not define or .
465 limit the scope or extent of the clauses to which they relate or in any.
466 way affect this Agreement .
467
468 13.3 Assignment and Sub-contracting
469
470 This Agreement and your rights, duties and obligations hereunder are
471 personal to you and you may not assign your rights, delegate your duties
472 or subcontract your rights without our prior written consent, which
473 we may provide or withhold at our entire discretion. We may assign,
474 transfer, or delegate this Agreement and / or all or any of our rights
475 and obligations under it or grant or sub-contract all or any of such
476 rights and obligations to any person or entity. The parties’ rights
477 and obligations will bind and inure to the benefit of their respective
478 successors and permitted assigns.
479
480 13.4 Independent Contractors
481
482 The parties to this Agreement are independent contractors, and no
483 agency, partnership, joint venture or employee-employer relationship
484 is intended or created by this Agreement. Neither party shall have the
485 power to obligate or bind the other party.
486
487 13.5 Data Protection
488
489 Both parties warrant that they will duly observe all their obligations
490 under the Data Protection Act 1998 (as amended) which arise in
491 connection with this Agreement.
492
493 13.6 Amendments
494
495 We reserve the right, at any time, to change the terms of this
496 Agreement, including our privacy policy, by providing you with notice of
497 such changes. Any use of the Software by you after such notification of
498 any such changes shall constitute your acceptance of the Agreement as
499 modified. This Agreement may not otherwise be amended except as agreed
500 by both parties in writing.
501
502 13.7 Entire Agreement
503
504 (a) Each party acknowledges that, in entering into this Agreement,
505 it does not do so on the basis of, and does not rely on, any
506 representation, warranty or other provision except as expressly provided
507 in the Agreement and all conditions, warranties or other terms implied
508 by statute or common law are hereby excluded to the fullest extent
509 permitted by law.
510
511 (b) This document is the entire Agreement between the parties and
512 supersedes all other agreements or arrangements, whether written or
513 oral, express or implied.
514
515 (c) You and we acknowledge and agree that the allocation of risk
516 and liability contained in this Agreement is reasonable in all the
517 circumstances having regard to all relevant factors including the
518 functionality and capabilities of the Software and the testing and
519 evaluation purposes of this licence.
520
521 13.8 Injunctive Relief
522
523 Each party acknowledges that a violation of Clauses 1, 3, 8, 9 and 10.1
524 of this Agreement would cause irreparable harm to the other party for
525 which no adequate remedy at law exists and each party therefore agrees
526 that, in addition to any other remedies available, the aggrieved party
527 shall be entitled to seek injunctive relief to enforce the terms of
528 Sections 1, 3, 8, 9 and 10.1. The prevailing party shall be entitled to
529 recover all costs and expenses, including reasonable legal fees incurred
530 because of any such legal action.
531
532 13.9 Force Majeure
533
534 We will not be responsible for any failure to perform due to causes
535 beyond our reasonable control, including, acts of God, acts of
536 terrorism, war, riot, embargoes, acts of civil or military authorities,
537 national disasters, strikes and the like.
538
539 13.10 Contracts (Rights of Third Parties) Act 1999
540
541 This Agreement is enforceable only by you and us and nothing in this
542 Agreement confers or is to be deemed to confer a benefit on a person not
543 a party to this Agreement. It is hereby agreed between the parties that
544 the Contracts (Rights of Third Party) Act 1999 shall not apply to this
545 Agreement.
546
547 13.11 Law
548
549 This Agreement shall be governed by and construed in accordance with
550 English law and the parties submit to the exclusive jurisdiction of the
551 English Courts.

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