PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("SOFTWARE LICENSE") CAREFULLY BEFORE DOWNLOADING OR ACCESSING THE SOFTWARE APPLICATION ("IBOARD® SOFTWARE") WHICH ENABLES ACCESS TO AND MANAGEMENT OF THE SCATTERTUNES™ IBOARD® SERVICES ("SERVICES").
You signify your agreement to this Software License, which constitutes a BINDING LEGAL AGREEMENT between you and iBoard Incorporated (sometimes "iBoard Incorporated", "we", "us", or "our"). If you do not agree to this Software License, DO NOT use the iBoard® Software (please see the "Termination" section below for details for removal or uninstallation of the iBoard® Software). If you wish to have a copy of this Software License, you may access the Software License through the Services where you can print it out.
We reserve the right, at our discretion, to change, modify, add, or remove portions of this Software License at any time. Please check this Software License periodically for changes. Your continued use of the iBoard® Software following the posting of changes to this Software License will mean you accept those changes.
1. General. The iBoard® Software enables access to, and management of, the Services, including the ScatterTunes™ iBoard®, the iBoard® Helper and V-Album iBoard®, which are owned and operated by ScatterTunes LLC, an authorized licensee of the iBoard® Software. The iBoard® Software is protected by United States and international laws, including copyright laws and treaties. We, our affiliates, and our respective licensors own and/or control all right, title and interest to the iBoard® Software, including all software programs, external components, source code and object code embodied therein. Except for the specific rights licensed to you hereunder, we reserve all of our rights in and to the iBoard® Software, in whole and in part. The mark "iBoard" is a registered trademark owned by our affiliate, MC Squared Incorporated.
2. Title Not Transferred. This Software License does not transfer title to the iBoard® Software to you. The rights granted herein are limited to certain of our and our licensors' rights and do not include any patents or other intellectual property rights. As between you and us, you own the medium on which you record the iBoard® Software (e.g., you own the hard drive on your computer). However, we and our licensors retain full and complete title to the iBoard® Software and all intellectual property rights therein and thereto.
3. License and Restrictions. We hereby grant you, free of charge, a non-exclusive license to install and use one copy of the iBoard® Software on a single computer (or one copy on each computer you use) for personal, non-commercial use only for the purpose of allowing you to access and manage the Services. You may not make the iBoard® Software available over a network where it could be used on multiple computers simultaneously.
We may configure the iBoard® Software with certain tags that identify the version of the iBoard® Software being used on your computer and which permits us to update this version and its associated content without further notice to you. We shall have the right to poll your computer for the purpose of installing updated versions of the iBoard® Software, to uninstall such versions automatically, or to upload non-personal related tracking data.
You may not (and you agree not to permit another person to): (a) redistribute, sell or otherwise copy the iBoard® Software, in whole or in part; (b) modify, translate or create derivative works based on the iBoard® Software, in whole or in part; (c) attempt to decompile, reverse engineer, disassemble or otherwise reduce the iBoard® Software, in whole or in part, to a human-readable form, except to the extent applicable laws specifically prohibit such restriction; (d) remove any identification, copyright or other proprietary notices; or (e) create software that incorporates the iBoard® Software, in whole or in part. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the iBoard® Software is not intended for use in connection with any high risk or strict liability activity and we make no warranty and shall have no liability in connection with the use of the iBoard® Software in any such situations.
4. Disclaimer of Warranties. THE IBOARD® SOFTWARE (INCLUDING WITHOUT LIMITATION ANY CONTENT EMBODIED THEREIN) IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT THE IBOARD® SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT YOUR ACCESS OR OPERATION OF THE IBOARD® SOFTWARE OR ANY CONTENT ACCESSIBLE THROUGH THE IBOARD® SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSTORE, SCATTERTUNES™ SITE OR THE OTHER SITES OF US, OUR AFFILIATES, LICENSEES AND/OR LICENSORS (OR ANY SERVERS THAT MAKE SUCH MATERIALS AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE IBOARD® SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT THE USE OF THE IBOARD® SOFTWARE WILL NOT ADVERSELY AFFECT YOUR OR ANY OTHER PERSON'S USE OF THE COMPUTER(S) ON WHICH THE IBOARD® SOFTWARE IS DOWNLOADED OR INSTALLED OR THE NETWORK OF WHICH SUCH COMPUTER(S) ARE A PART.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR AN AUTHORIZED LICENSEE OR REPRESENTATIVE SHALL CREATE A WARRANTY OF ANY KIND. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
To the extent the iBoard® Software offers any search features, you acknowledge that some content may not always be accessible. Thus, we explicitly disclaim any responsibility for the content or availability of information contained in our search index or directories.
5. Indemnification. You hereby agree to indemnify, defend, and hold us and our affiliates and our officers, directors, owners, agents, information providers, affiliates, licensors, and licensees, including, without limitation, MC Squared Incorporated and ScatterTunes LLC (collectively, the "Indemnified Parties") harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of these terms and conditions. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
6. Limitation on Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR ANY PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION UNDER ANY LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE IBOARD® SOFTWARE OR MATERIALS OR FUNCTIONS AVAILABLE THROUGH THE IBOARD® SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE IBOARD® SOFTWARE, OR WITH ANY OF THE TERMS OF THIS SOFTWARE LICENSE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE IBOARD® SOFTWARE. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, FOR ACCESSING THE IBOARD® SOFTWARE.
The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
7. Jurisdiction. Unless otherwise expressly specified, the iBoard® Software (and any content) is presented solely for the purpose of enabling user access to, and management of, the Services in the United States and its territories, possessions, and protectorates. We operate our businesses from U.S. offices in Texas and New Jersey. We make no representation that the iBoard® Software is appropriate or available for use in any particular location. Those who choose to use the iBoard® Software do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.
8. Termination. This Software License is effective until terminated by either party. We reserve the right, in our sole discretion, to terminate your access to any or all of the iBoard® Software, the Services, and the related services or any portion thereof at any time, without notice, which such termination may include an automatic uninstall by us of the iBoard® Software from your computer. You may terminate this Software License at any time by discontinuing use of the iBoard® Software and by erasing such from all computer memories and storage devices within your possession or control, and destroying all materials obtained from us and all related documentation and all copies and installations thereof, whether made under this Software License or otherwise. The iBoard® Software can be removed by following standard application uninstallation procedures for your computer's operating system (e.g. Windows or Mac). We reserve the right, in our sole discretion, to terminate your access to any or all of the iBoard® Software and the related services or any portion thereof at any time, without notice. Upon termination, you must cease use of the iBoard® Software and erase the iBoard® Software from all computer memories and storage devices within your possession or control, and destroy all materials obtained in connection with the iBoard® Software and all related documentation and all copies and installations thereof, whether made under this Software License or otherwise.
10. Export Law Assurances. You agree not to use or otherwise export or re-export the iBoard® Software, in whole or in part, except as authorized by United States law and the laws of the jurisdiction in which the iBoard® Software was obtained. Without limiting the foregoing, the iBoard® Software, in whole or in part, may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By installing the iBoard® Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
11. Government End Users. The iBoard® Software (and its components) are "Commercial Items", as that term is defined at 48 C.F.R. ¤2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. ¤12.212 or 48 C.F.R. ¤227.7202, as applicable. Consistent with 48 C.F.R. ¤12.212 or 48 C.F.R. ¤227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. We reserve any unpublished rights.
12. Miscellaneous. This Software License shall be governed by and construed in accordance with the laws of the State of New Jersey, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to the Software License shall be filed only in the state or federal courts located in Mercer County, New Jersey, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. No delay or omission by us in exercising any of our rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Software License will impair any such right or be construed to be a waiver thereof, and a waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. The captions of this Software License have been inserted solely for convenience of reference, in no way define or limit the scope or substance of any provision of this Software License, and will not be considered in interpreting this Software License. If any provision of this Software License is found by a court of competent jurisdiction to be invalid or unenforceable, then this Software License will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Software License sets forth the entire agreement between you and us regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
© 2011 ScatterTunes, LLC. All Rights Reserved. iBoard is a registered trademark of MC Squared Incorporated.