EULA Agreement

END-USER LICENSE AGREEMENT

FOR FeedVision, LLC SOFTWARE

 

IMPORTANT--READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and FeedVision, LLC ("FeedVision") for the Mister Tipster software that accompanies this EULA, which includes associated media and FeedVision Internet-based services (collectively, the "Software"  ). An amendment or addendum to this EULA may accompany the Software. 

 

YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY INSTALLING, COPYING, OR USING THE SOFTWARE.  IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT PURSUANT TO THE PROVISIONS OF THE TERMS AND CONDITIONS OF SALE AGREEMENT.

 

1.      GRANT OF LICENSE.  FeedVision grants you the following non-exclusive, nontransferable, limited license to use the Software provided that you comply with all terms and conditions of this EULA.

1.1.            Installation and Use.  You may not copy, download, store, publish, transmit, transfer, sell or otherwise use the Software or any component thereof, in any form or by any means, except as expressly permitted by this EULA. You may:

(a) install and use a copy of the Software on one personal computer or other device;

(b)  you may only use the Software in connection with the use of the Mister Tipster display unit.

1.2.            Alternative Rights for Storage/Network Use.  As an alternative to Section 1.1(a), you may install a copy of the Software on a network storage device, such as a server computer, and allow one access device, such as a personal computer, to access and use that licensed copy of the Software over a private network.  You must obtain an additional license to use the Software from FeedVision for each additional device that accesses and uses the Software installed on such network storage device. 

1.3.            License Grant for Documentation.  The User Guide that accompanies the Software is licensed for internal, non-commercial reference purposes only.

2.      DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS

2.1.            Mandatory Activation.  THERE ARE TECHNOLOGICAL MEASURES IN THIS SOFTWARE THAT ARE DESIGNED TO PREVENT UNLICENSED USE OF THE SOFTWARE.   You may not be able to exercise your rights to the Software under this EULA after a finite number of product launches unless you activate your copy of the Software in the manner described during the launch sequence.  You may also need to reactivate the Software if you modify your computer hardware or attempt to alter the Software.  FeedVision will use those measures to confirm you have a legally licensed copy of the Software.  If you are not using a licensed copy of the Software, you are not allowed to install the Software or future Software updates.  FeedVision may collect some identifiable information from your device during this process that may include, but not limited to, Mister Tipster device serial numbers, operating system information, Software versions and computer hardware configuration.

2.2.            Internet-Based Services.  You may not use any FeedVision Internet-based services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services. 

3.      RESERVATION OF RIGHTS AND OWNERSHIP.FeedVision reserves all rights not expressly granted to you in this EULA.      The Software is protected by copyright and other intellectual property laws and treaties.    FeedVision retains sole and exclusive ownership of and title to the Software. Except for the license granted hereunder, nothing in this Agreement shall be construed as transferring to you any rights, title or interest in the Software or any portions thereof, or as conferring any license or other right, by implication, or estoppel or otherwise, under any patent, patent application, trade secret, trademark or copyright.

4.      LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.  You may not reverse engineer, decompile, or disassemble the Software.

5.      NO RENTAL/COMMERCIAL HOSTING. You may not rent, lease, lend or provide commercial hosting services with the Software.

6.      CONSENT TO USE OF DATA.  You agree that FeedVision and its affiliates may collect and use technical information gathered as part of the product support services provided to you, if any, related to the Software or the Mister Tipster display unit.  FeedVision may use this information solely to improve our products or to provide customized support, services or technologies to you and will not disclose this information in a form that personally identifies you.

7.      LINKS TO THIRD PARTY SITES.  FeedVision is not responsible for the contents of any third-party sites, data or services, any links or data contained in third-party sites or services, or any changes or updates to third-party sites, data or services.  FeedVision is providing these links and access to third-party sites, data and services to you only as a convenience, and the inclusion of any link, data or access does not imply an endorsement by FeedVision of the third-party site, data or service. 

8.      ADDITIONAL SOFTWARE/SERVICES.  This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that FeedVision may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms.  FeedVision reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Software.

9.      UPGRADES. To use Software identified as an upgrade, you must first be licensed for the Software identified by FeedVision as eligible for the upgrade. After installing the upgrade, you may no longer use the original Software that formed the basis for your upgrade eligibility, except as part of the upgraded Software.

10.  NOT FOR RESALE SOFTWARE.  Software identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.

11.  Compliance with LawS; NOT INTENDED FOR EXPORT.  You agree to comply with all applicable federal and state laws and regulations of the United States. The Software is intended for purchase and use only in the United States.

12.  SEPARATION OF COMPONENTS.  The Software is licensed as a single product. Its component parts may not be separated for use on more than one device.

13.  SOFTWARE TRANSFER.  Subject to the provisions of Section 1.1 and 1.2 of this EULA, you may transfer your copy of the Software to a different device.  After the transfer, you must completely remove the Software from the former device. 

14.  TERMINATION.  Without prejudice to any other rights, FeedVision may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software and all of its component parts.

15.  LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE UNITED STATES

15.1.        FeedVision warrants that the Software will perform substantially in accordance with the User Guide delivered with the Software for a period of ninety (90) days from the date of your receipt of the Software.

15.2.        If an implied warranty or condition is created by your state/jurisdiction and federal or state law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO CLAIMS MADE TO FEEDVISION DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS) (THE "LIMITED WARRANTY"). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. 

15.3.        Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

16.  LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below.  Except for any refund elected by FeedVision, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet FeedVision's Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose.  The terms of Section 18 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty.  This Limited Warranty gives you specific legal rights.  You may have other rights which vary from state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY.  FeedVision's and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at FeedVision's option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to FeedVision with a copy of your receipt. You will receive the remedy elected by FeedVision without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to FeedVision).  This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and FeedVision will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with FeedVision's warranty remedy procedures. Neither these remedies nor any product support services offered by FeedVision are available outside the United States.  To exercise your remedy, see the FeedVision website for contact information (http://www.feedvision.com).

17.  DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications.  Except for the Limited Warranty and to the maximum extent permitted by applicable law, FeedVision and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software.  ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

18.  EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.  IN NO EVENT SHALL FEEDVISION OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF FEEDVISION OR ANY SUPPLIER, AND EVEN IF FEEDVISION OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.  LIMITATION OF LIABILITY AND REMEDIES. Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of FeedVision and any of its affiliates and suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by FeedVision with respect to any breach of the Limited Warranty) shall be limited to the greater of the amount actually paid by you for the Software or US$5.00.  The foregoing limitations, exclusions and disclaimers (including Sections 16, 17 and 18) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.

20.  APPLICABLE LAW.  This EULA is governed by the laws of the State of California, without giving effect to its rules of conflict of laws.  You agree and consent to be subject to the jurisdiction of any federal or California state court, as appropriate, sitting in Los Angeles County, California, in any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this EULA.    The prevailing party in any action related to this EULA shall have the right to recover reasonable expenses, including attorneys’ fees.

21.  ENTIRE AGREEMENT; SEVERABILITY.  This EULA (including any addendum or amendment to this EULA which is included with the Software) is the entire agreement between you and FeedVision relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA.  To the extent the terms of any FeedVision policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.  If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

23    NO ASSIGNMENT.  This EULA and the license granted hereunder may not be assigned, sublicensed or otherwise transferred by you unless FeedVision consents in advance to such assignment, sublicense or transfer in a written document executed by an authorized representative of FeedVision.

 

EULA0902-1



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