IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single legal entity) and Meedio LLC ("Meedio"). The SOFTWARE includes Meedio, Meedio Essentials and Meedio HouseBot computer software, and may include associated media, printed materials, "online" or electronic documentation, and Internet based services. The terms of a printed paper EULA, which may accompany the SOFTWARE, supersede the terms of any on-screen EULA.
By installing, copying, downloading, accessing or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you may not use or copy the SOFTWARE, and you should promptly contact Meedio for instructions on return of the unused product(s) for a refund in accordance with Meedio's return policies.
SOFTWARE PRODUCT LICENSE
The term "COMPUTER" as used herein shall mean a single computer system, or shall mean the computer system with which the COMPUTER operates, if the COMPUTER is a computer system component.
1. GRANT OF LICENSE. Meedio grants you the following rights, provided you comply with all of the terms and conditions of this EULA:
A. Installation and Use. Except as otherwise expressly provided in this EULA, you may install, use, access, display and run only one (1) copy of the SOFTWARE on the COMPUTER. You may also install, use, access, display and run one (1) copy of the SOFTWARE on an additional COMPUTER for testing, configuration and development of add-ins for the SOFTWARE.
B. The SOFTWARE may not be used by more than one (1) processor at any one time on the COMPUTER.
C. Mandatory Activation. THIS SOFTWARE CONTAINS TECHNOLOGICAL MEASURES THAT ARE DESIGNED TO PREVENT UNLICENSED OR ILLEGAL USE OF THE SOFTWARE. The license rights granted under this EULA are limited to the first fifteen (15) days after you first run the SOFTWARE unless you supply information required to activate your licensed copy in the manner described during the setup sequence. You can activate the SOFTWARE through the use of the Internet or telephone; toll charges may apply. You may also need to reactivate the SOFTWARE if you modify your COMPUTER. Meedio LLC and its subsidiaries 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. Meedio LLC and its subsidiaries will not collect any personally identifiable information from your computer during this process.
E. Back-up Copy. YOU MAY MAKE A SINGLE BACK-UP COPY OF THE SOFTWARE. YOU MAY USE ONE (1) BACK-UP COPY SOLELY FOR YOUR ARCHIVAL PURPOSES AND TO REINSTALL THE SOFTWARE ON THE COMPUTER. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA OR BY LOCAL LAW, YOU MAY NOT OTHERWISE MAKE COPIES OF THE SOFTWARE,
INCLUDING THE PRINTED MATERIALS ACCOMPANYING THE SOFTWARE. YOU MAY NOT LOAN, RENT, LEASE, LEND OR OTHERWISE TRANSFER THE CD OR BACK-UP COPY TO ANOTHER USER.
F. Reservation of Rights. Meedio, and its suppliers reserve all rights not expressly granted to you in this EULA.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
A. Consent to Use of Data. You agree that Meedio and its affiliates may collect and use technical information gathered in any manner as part of the product support services provided to you, if any, related to the SOFTWARE. Meedio and its affiliates may use this information solely to improve their products or to provide customized services or technologies to you. Meedio and its affiliates may disclose this information to others, but not in a form that personally identifies you.
B. Update Features. If you choose to utilize the update features within the SOFTWARE, it is necessary to use certain COMPUTER system, COMPUTER, and software information to implement the features. By using these features, you explicitly authorize Meedio and/or its designated agent to use this information solely to improve our products or to provide customized services or technologies to you. Meedio may disclose this information to others, but not in a form that personally identifies you.
C. Internet-Based Services Components. The SOFTWARE contains components that enable and facilitate the use of certain Internet-based services. You acknowledge and agree that Meedio or its subsidiaries may automatically check the version of the SOFTWARE and/or its components that you are utilizing and may provide upgrades or supplements to the SOFTWARE that may be automatically downloaded to your COMPUTER.
D. Language Version Selection. (i) Meedio may have elected to provide you with a one-time selection of two or more language versions of the SOFTWARE as part of the SOFTWARE setup process. In such event, you are licensed to use only one (1) of the language versions provided. Once you have used a language version, you are not licensed to use any of the other language versions that Meedio may have included with the COMPUTER. (ii) Notwithstanding the preceding, if Meedio has elected to provide you with a Multilingual User Interface ("MUI") for certain language versions with additional language version support of the SOFTWARE, the preceding limitation to select and use only one language version of the SOFTWARE shall not apply, so long as (A) you acknowledge that the MUI, and the language support contained therein, is a part of the SOFTWARE, (B) you only use the MUI with the SOFTWARE, and (C) you comply with all of the other terms and conditions of this EULA.
E. ADDITIONAL SOFTWARE/SERVICES. The terms of this EULA apply to Meedio updates, supplements, add-on components, or Internet-based services components of the
SOFTWARE ("Supplemental Components") that Meedio or their subsidiaries may provide to you or make available to you after the date you obtain your initial copy of the SOFTWARE, unless other terms are provided along with such Supplemental Components. If other terms are not provided along with such Supplemental Components and the Supplemental Components are provided to you by Meedio or their subsidiaries then you will be licensed by such entity under the same terms and conditions of this EULA, except that TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUPPLEMENTAL COMPONENTS AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SUPPLEMENTAL COMPONENTS ARE PROVIDED AS IS AND WITH ALL FAULTS. ALL OTHER DISCLAIMERS, LIMITATION OF DAMAGES, AND SPECIAL PROVISIONS PROVIDED BELOW AND/OR OTHERWISE WITH THE SOFTWARE SHALL APPLY TO SUCH SUPPLEMENTAL COMPONENTS. Meedio and their subsidiaries reserves the right to discontinue any Meedio Internet-based services provided to you or made available to you through the use of the SOFTWARE.
F. Limitations on Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
G. Separation of Components. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER.
H. Single EULA. The package for the SOFTWARE may contain multiple versions of this EULA, such as multiple translations and/or multiple media versions (e.g., in the user
documentation and in the software). In this case, you are only licensed to use the SOFTWARE for which a COA is provided.
I. Termination. Without prejudice to any other rights, Meedio may cancel this EULA if you do not abide by the terms and conditions contained herein. In such event, you must destroy all copies of the SOFTWARE and all of its component parts.
J. Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of Meedio or its suppliers.
3. UPGRADES. If the SOFTWARE is labeled as an upgrade, you must be properly licensed to use a product identified by Meedio as being eligible for the upgrade in order to use the SOFTWARE ("Eligible Product"). For the purpose of upgrade(s) only, "COMPUTER" shall mean the computer system or computer system component with which you received the Eligible Product. SOFTWARE labeled as an upgrade replaces and/or supplements (and may disable, if upgrading a Meedio software product) the Eligible Product which came with the COMPUTER. After upgrading, you may no longer use the SOFTWARE that formed the basis for your upgrade eligibility (unless otherwise provided). You may use the resulting upgraded product only in accordance with the terms of this EULA and only with the COMPUTER. If the SOFTWARE is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.
4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights in and to the SOFTWARE (including but not limited to any images, photographs, animations, video, audio, music, text and "applets," incorporated into the SOFTWARE), the accompanying printed materials, and any copies of the SOFTWARE, are owned by Meedio or its suppliers. The SOFTWARE is licensed, not sold. All title and intellectual property rights in and to the content that is not contained in the SOFTWARE, but which may be accessed through use of the SOFTWARE is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. Use of any on-line services which may be accessed through the SOFTWARE may be governed by the respective terms of use relating to such services. If this SOFTWARE contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE.
5. PRODUCT SUPPORT. SOFTWARE support for the SOFTWARE is provided by Meedio on its website at http://www.meedio.com.
6. LINKS TO THIRD PARTY SITES. You may link to third party sites through the use of the SOFTWARE. The third party sites are not under the control of Meedio, and Meedio is not responsible for the contents of any third party sites, any links contained in third party sites, or any changes or updates to third party sites. Meedio is not responsible for webcasting or any other form of transmission received from any third party sites. Meedio is providing these links to third party sites to you only as a convenience, and the inclusion of any link does not imply an endorsement by Meedio LLC of the third party site.
7. EXPORT RESTRICTIONS. You acknowledge that the SOFTWARE is subject to U.S. and foreign export jurisdiction. You agree to comply with all applicable international and national laws that apply to the products, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S. and other governments.
8. U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE PRODUCT provided to the U.S.Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial rights and restrictions described elsewhere herein. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with RESTRICTED RIGHTS as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or FAR, 48 CFR 252.227-7013 (OCT 1988), as applicable.
9. ADDITIONAL PROVISIONS. FOR THE LIMITED WARRANTIES, LIMITATION OF LIABILITY, AND OTHER SPECIAL PROVISIONS, PLEASE REFER TO
THE ADDITIONAL PROVISIONS PROVIDED BELOW AND/OR OTHERWISE WITH THE SOFTWARE. SUCH LIMITED WARRANTIES, LIMITATION OF
LIABILITY AND SPECIAL PROVISIONS ARE AN INTEGRAL PART OF THIS EULA.
10. ENTIRE AGREEMENT. This Agreement, including the Attachments hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all proposals or prior agreements whether oral or written, and all communications between the parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom. The terms and conditions of this Agreement shall prevail notwithstanding any variance with any other written instrument submitted by either party, whether formally rejected or not.
APPENDIX I: WARRANTY AND SPECIAL PROVISIONS
FOR AUSTRALIA, NEW ZEALAND OR PAPUA NEW GUINEA
EXPRESS LIMITED WARRANTY
CONSUMER RIGHTS. Consumers may have the benefit of certain rights or remedies pursuant to the Trade Practices Act and similar state and territory laws in Australia or the Consumer Guarantees Act in New Zealand, in respect of which certain liability may not be excluded.
LIMITED EXPRESS WARRANTY. Meedio warrants that: (a) the SOFTWARE will perform substantially in accordance with the accompanying Product Manual(s) for a
period of 90 days from the date of receipt.
CUSTOMER REMEDIES. To the maximum extent permitted under applicable law, Meedio and its supplier's entire liability and your exclusive remedy under the express warranty is, at Meedio's option, either (a) return of the price paid; or (b) repair or replacement of the SOFTWARE which does not meet the warranty and which is returned to Meedio with a copy of your receipt. The warranty is void if failure of the SOFTWARE has resulted from accident, abuse or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or 30 days, whichever is longer.
LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, any conditions or warranties imposed or implied by law are hereby excluded. Consumers may nevertheless have the benefit of certain rights or remedies pursuant to the Trade Practices Act and similar state and territory laws in Australia or the Consumer Guarantees Act in New Zealand, in respect of which liability may not be excluded. Insofar as such liability may not be excluded, then to the maximum extent permitted by law, such liability is limited, at the exclusive option of Meedio, to either (a) replacement of the SOFTWARE; or (b) correction of defects in the SOFTWARE.
EXCLUSION OF LIABILITY/DAMAGES. The following is without prejudice to any rights you may have at law which cannot legally be excluded or restricted. You acknowledge that no promise, representation, warranty or undertaking has been made or given by Meedio (or related company) to any person or company on its behalf in relation to the profitability of or any other consequences or benefits to be obtained from the delivery or use of the SOFTWARE and any accompanying software, manuals or written materials. You have relied upon your own skill and judgement in deciding to acquire the SOFTWARE, manuals and written materials for use by you. Except as and to the extent provided in this agreement Meedio will not in any circumstances be liable for any other damages whatsoever (including, without limitation, damages for loss of business, business interruption, loss of business information or other indirect or consequential loss) arising out of the use or inability to use or supply or non-supply of the SOFTWARE and written materials. Meedio's total liability under any provision of this agreement is in any case limited to the amount actually paid by you for the SOFTWARE.This agreement is governed by the laws of New South Wales, Australia or, where supplies are made in New Zealand, by the laws of New Zealand.
APPENDIX II: WARRANTY AND SPECIAL PROVISIONS
FOR ENGLAND, SCOTLAND, WALES AND IRELAND
LIMITED WARRANTY
LIMITED WARRANTY. Meedio warrants that (a) the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. Any implied warranties on the SOFTWARE are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
CUSTOMER REMEDIES. Meedio and its suppliers' entire liability and your exclusive remedy shall be, at Meedio's option, either (a) return of the price paid, or
(b) repair or replacement of the SOFTWARE that does not meet this Limited Warranty and which is returned to Meedio with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Meedio and its suppliers disclaim all other representations, warranties, conditions or other terms, either express or implied, including, but not limited to implied warranties amd/or conditions of merchantability and fitness for a particular purpose, with regard to the SOFTWARE, the accompanying written materials. This limited warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Meedio or its suppliers be liable for any damages whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Meedio has been advised of the possibility of such damages. In any case, Meedio's and its suppliers' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the SOFTWARE. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
SPECIAL PROVISIONS
Reverse Engineering: If you acquired the SOFTWARE in the European Community, you may not reverse engineer, decompile, or dissassemble the SOFTWARE except to the extent and for the express purposes authorized by applicable law.
This Software License Agreement is governed by the laws of England.
APPENDIX III: WARRANTY AND SPECIAL PROVISIONS FOR CANADA
LIMITED WARRANTY
LIMITED WARRANTY. Meedio warrants that (a) the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. Any implied warranties or conditions on the SOFTWARE are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
CUSTOMER REMEDIES. Meedio's and its suppliers' entire liability and your exclusive remedy shall be, at Meedio's option, either (a) return of the price paid, or
(b) repair or replacement of the SOFTWARE that does not meet this Limited Warranty and which is returned to Meedio with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Meedio and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE, the accompanying written materials. This limited warranty gives you specific legal rights. You may have others which vary from state /jurisdiction to state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Meedio or its suppliers be liable for any damages whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Meedio has been advised of the possibility of such damages. In any case, Meedio's and its suppliers' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the SOFTWARE. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
This Software License Agreement is governed by the laws of the Province of Ontario, Canada. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation which may arise hereunder in the courts located in the Judicial District of York, Province of Ontario.
ANNEXE III:GARANTIE ET DISPOSITIONS PARTICULI╚RES POUR LE CANADA
GARANTIE LIMIT╔E
Si vous vous Ωtes procurΘ ce produit Meedio(r) ou ce matΘriel Meedio(r) au CANADA, la garantie suivante s'adresse α vous.
GARANTIE LIMIT╔E. Le Fabricant garantit que (a) la performance du LOGICIEL sera substantiellement en conformitΘ avec les documents Θcrits qui l'accompagnent pour une pΘriode de quatre-vingt-dix (90) jours α compter de la date de rΘception. Toutes garanties ou conditions implicates concernant le LOGICIEL et le matΘriel Meedio sont limitΘes α quatre-vingt-dix (90) jours.
RECOURS DU CLIENT. La seule obligation du Fabricant et de ses fournisseurs et votre recours exclusif seront, au choix du Fabricant, soit (a) le remboursement du prix payΘ ou (b) la rΘparation ou le remplacement du LOGICIEL qui n'est pas conforme α la Garantie limitΘe et qui est retournΘ au Fabricant avec une copie de votre reτu. Cette Garantie limitΘe est nulle si la dΘfectuositΘ du LOGICIEL est causΘe par un accident, un traitement abusif ou une mauvaise application. Tout LOGICIEL de remplacement sera garanti pour le reste de la pΘriode de garantie initiale ou pour trente (30) jours, selon laquelle de ces deux pΘriodes est la plus longue.
EXCLUSION DE TOUTE AUTRE GARANTIE. Selon la portΘe maximale autorisΘe par la loi applicable, le Fabricant et ses fournisseurs renoncent α toutes autres garanties ou conditions, expresses ou implicites, y compris mais ne se limitant pas aux garanties implicites de la qualitΘ marchande ou un usage particulier en ce qui concerne le LOGICIEL, la documentation Θcrite. Cette garantie limitΘe vous accorde des droits spΘcifiques reconnus par la loi.
ABSENCE DE RESPONSABILIT╔ POUR LES DOMMAGES INDIRECTS. Selon la portΘe maximale autorisΘe par la loi applicable, le Fabricant ou ses fournisseurs ne pourront Ωtre tenus responsables en aucune circonstance de tous dommages quels qu'ils soient (y compris mais non de faτon limitative les dommages directs ou indirects causΘs par des lesions corporelles, la perte de bΘnΘfices commerciaux, l'interruption des affaires, la perte d'information commerciale ou toute autre perte pΘcuniaire) dΘcoulant de l'utilisation ou de l'impossibilitΘ d'utilisation de ce produit, et ce mΩme si le Fabricant a ΘtΘ avisΘ de l'ΘventualitΘ de tels dommages. En tout Θtat de cause, la seule responsabilitΘ du Fabricant et de ses fournisseurs en vertu de toute disposition de cette Convention se limitera au montant que vous aurez effectivement payΘ pour l'achat du LOGICIEL du Meedio.
La prΘsente Convention de droits d'utilisation de logiciel est rΘgie par les lois de la province d'Ontario, Canada. Chacune des parties aux prΘsentes reconnaεt irrΘvocablement la compΘtence des tribunaux de la province d'Ontario et consent α instituer tout litige qui pourrait dΘcouler des prΘsentes auprΦs des tribunaux situΘs dans le district judiciaire de York, province d'Ontario.
APPENDIX IV: WARRANTY AND SPECIAL PROVISIONS FOR THE UNITED STATES OF AMERICA AND ANY OTHER COUNTRY
LIMITED WARRANTY
LIMITED WARRANTY. Meedio warrants that (a) the SOFTWARE will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt. Any implied warranties on the SOFTWARE and Meedio COMPUTER are limited to ninety (90) days. Some states/jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you.
CUSTOMER REMEDIES. Meedio's and its suppliers' entire liability and your exclusive remedy shall be, at Meedio's option, either (a) return of the price paid, or (b) repair or replacement of the SOFTWARE that does not meet this Limited Warranty and which is returned to Meedio with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, Meedio and its suppliers disclaim all other warranties, either express or implied, including, but not limited to implied warranties of merchantability and fitness for a particular purpose, with regard to the SOFTWARE, and the accompanying written materials. This limited warranty gives you specific legal rights. You may have others which vary from state /jurisdiction to state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall Meedio or its suppliers be liable for any damages whatsoever (including without limitation, special, incidental, consequential, or indirect damages for personal injury, loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use this product, even if Meedio has been advised of the possibility of such damages. In any case, Meedio's and its suppliers' entire liability under any provision of this agreement shall be limited to the amount actually paid by you for the SOFTWARE. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
SPECIAL PROVISIONS
U.S. GOVERNMENT LICENSE RIGHTS. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described in this EULA. All SOFTWARE provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52 .227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. Meedio is responsible for ensuring the SOFTWARE is marked with the "Restricted Rights Notice" or "Restricted Rights Legend," as required. All rights not expressly granted are reserved.
If you acquired the SOFTWARE in the United States of America, this Software License Agreement and Warranty are governed by the laws of the State of Delaware, U.S.A. If you acquired the SOFTWARE outside the United States of America, local law may apply.
