PLEASE READ CAREFULLY: THE USE OF THIS SOFTWARE IS SUBJECT TO THE SOFTWARE LICENSE TERMS OF ROXIO, INC. AND OTHER LICENSORS WHOSE SOFTWARE MAY BE BUNDLED WITH THIS PRODUCT.BY YOUR USE OF THE SOFTWARE INCLUDED WITH THIS PRODUCT YOU AGREE TO THE LICENSE TERMS REQUIRED BY THE LICENSOR OF THAT SOFTWARE, AS SET FORTH BELOW.
WHEN YOU CLICK ON THE "ACCEPT" BUTTON OR WHEN YOU OTHERWISE INSTALL OR USE ANY PART OF THE SOFTWARE YOU ARE CONSENTING TO BE BOUND BY, AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THIS AGREEMENT, (1) CLICK THE "CANCEL" BUTTON, AND YOU WILL NOT BE AUTHORIZED TO USE OR HAVE ANY LICENSE TO ANY PART OF THE DOWNLOAD, AND (2) YOU MUST RETURN THIS UNUSED PRODUCT, ALL MANUALS AND DOCUMENTATION, AND PROOF OF PAYMENT, TO THE PLACE YOU OBTAINED THEM FOR A FULL REFUND WITHIN 30 DAYS OF FIRST ACQUIRING THIS PRODUCT. WRITTEN APPROVAL IS NOT A PREREQUISITE TO THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT AND NO SOLICITATION OF ANY SUCH WRITTEN APPROVAL BY OR ON BEHALF OF MGI SHALL BE CONSTRUED AS AN INFERENCE TO THE CONTRARY. IF THESE TERMS ARE CONSIDERED AN OFFER BY MGI, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Roxio Software License Agreement
(Single User, Non-Networked Applications)
In return for acquiring a license to use the Roxio software, which may include software from third party licensors and any patches or updates or modifications to the same made available by Roxio and the related documentation, (collectively "Software"), you agree to the following terms and conditions:
1. License. Subject to your compliance with all of the terms and conditions of this Agreement, Roxio grants you ("Licensee"), a license to: (a) use the Software in accordance with the user documentation on a single computer system, which is only intended for use by you; and (b) make one copy of the Software in machine readable form solely for back-up purposes; and (c) make copies of the Roxio VideoDisc Player (the "VCD Player"), but no other portion of the Software, solely onto Video-CDs or Super Video-CDs that have been pre-mastered using the Roxio Software ("Pre-mastered VCDs); and (d) distribute the VideoDisc Player solely on Pre-mastered VCDs. As used in this license, the Software is "in use" when it is either loaded into RAM or installed on a hard disk or other permanent memory device. The Software may be "in use" on only one computer at any given time. (Different license terms and fees are applicable for networked or multiple user applications.) Notwithstanding the foregoing, the Software may be used on the home, laptop or other secondary computer of the principal user of the Software, and an additional copy of the Software may be made to support such use. As a specific condition of this license, you agree (i) to use the Software in compliance with all applicable laws, including copyright laws, and that you will not copy, transmit, perform or distribute any audio or other content using the Software without obtaining all necessary licenses or permissions from the owner of the content, (ii) to maintain and reproduce exactly all copyright, trademark and other proprietary notices (including the Roxio logo) that appear on the Software on any permitted copies of the Software (including copies of the VideoDisc Player), and (iii) that each copy of the VideoDisc Player that you distribute will include a readme.txt file with the following notice verbatim:
"The Roxio VideoDisc Player software ("Software") is the property of Roxio, Inc. and is protected by U.S. and international copyright laws. You may only use the Software on one computer at any given time solely for personal, non-commercial purposes. You may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. Unless you purchase additional license rights directly from Roxio, you may not reproduce, modify, adapt, publish, perform, display, translate, rent, lease, loan, participate in the transfer or sale of, distribute, network or create derivative works based upon the Software or any part thereof.
THE SOFTWARE IS PROVIDED "AS IS" AND ROXIO MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED, AS TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to you.
IN NO EVENT WILL ROXIO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR LOSS OF DATA, EVEN IF ROXIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. ROXIOÆS LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE ROXIOÆS LIALBITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. Some states do not allow the exclusion or limitation of special, incidental, or consequential damages, so the above limitation or exclusion may not apply to you."
2. Restrictions. Except as expressly set forth herein, you may not distribute copies of the Software to others (including distribution on the Internet) or electronically transfer the Software from one computer to another over a network. You are not authorized to use any licensed codecs in the Software or the Software itself in real time broadcasting (terrestrial, satellite, cable or other media) or broadcasting via the Internet or other networks such as, but not limited to, intranets, etc. or in pay-audio or audio-on-demand applications. An independent license for any such use is required. For details on MP3 licensing, please visit http://www.mp3licensing.com. Any use of this product other than consumer personal use in any manner that complies with the MPEG-2 Standard for encoding video information for packaged media is expressly prohibited without a license under applicable patents in the MPEG-2 Patent Portfolio, which license is available from MPEG LA, 250 Steele Street, Suite 300, Denver, Colorado 80206. You may not post or otherwise make available the Software, or any portion thereof, in any form, on the Internet. You may not use the Software for timesharing or service bureau purposes. Content providers are using the digital rights management technology ("DRM") contained in this Software to protect the integrity of their content ("Secure Content") so that their intellectual property, including copyright, in such content is not misappropriated. Owners of such Secure Content ("Secure Content Owners") may, from time to time, request Roxio or its suppliers to provide security related updates to the DRM components of the Software ("Security Updates") that may affect your ability to copy, display and/or play Secure Content through the Software or other applications that utilize the Software. You therefore agree that, if you elect to download a license from the Internet which enables your use of Secure Content, Roxio or its suppliers may, in conjunction with such license, also download onto your computer suc
h Security Updates that a Secure Content Owner has requested that Roxio or its suppliers distribute. The Software contains trade secrets and, in order to protect them, you may not decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human-perceivable form. EXCEPT FOR THE RIGHT TO DISTRIBUTE THE VIDEODISC PLAYER ON PRE-MASTERED VCDS GRANTED IN SECTION 1, YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, NETWORK OR CREATE DERIVATIVE WORKS BASED UPON THE SOFTWARE OR ANY PART THEREOF.
3. Ownership of Software. As Licensee, you own the media upon which the software is recorded or fixed, but Roxio and its licensors retain title and ownership of the Software recorded on the original media and all subsequent copies of the Software, regardless of the form or media in which or on which the original and other copies may exist. This license is not a sale of the Software or any copy.
4. Confidentiality. Except as otherwise expressly provided herein, you agree to maintain the Software in confidence and that you will not disclose the Software to any third party without the express written consent of Roxio. You further agree to take all reasonable precautions to preclude access of unauthorized persons to the Software.
5. Term. This license is effective until January 1, 2045, unless terminated earlier. You may terminate the license at any time by destroying the Software (including the related documentation) together with all copies or modifications in any form. Roxio will have the right to terminate our license immediately if you fail to comply with any term or condition of this Agreement. Upon any termination, including termination by you, you must destroy the Software (including the related documentation), together with all copies or modifications in any form.
6. Special Terms Applicable to Databases. Where a database is included with the Software, you acknowledge that it is licensed only in connection with the use of the Software to perform disc creation, and that the database and all data derived therefrom must be maintained in confidence in accordance with the provisions of Section 4. This license does not grant you any rights to distribute or disclose such database or data.
7. Limited Warranty. Roxio and its Licensors warrant only to you that the Software will perform substantially in accordance with the accompanying written user documentation for a period of thirty (30) days from the date of your Software purchase receipt. THIS WARRANTY SHALL NOT APPLY TO ANY SOFTWARE WHICH HAS BEEN ABUSED, MISUSED, DAMAGED IN TRANSPORT, ALTERED, NEGLECTED, OR SUBJECTED TO UNAUTHORIZED REPAIR OR INSTALLATION, AS DETERMINED BY ROXIO.
EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" AND ROXIO MAKES NO WARRANTY OF ANY KIND WITH REGARD TO THE SOFTWARE OR DOCUMENTATION. ROXIO EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
FURTHER, ROXIO DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. ROXIO AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. TO THE EXTENT REQUIRED/ALLOWED BY APPLICABLE LAW, AND SPECIFICALLY IF YOU ARE LOCATED IN CALIFORNIA, ANY IMPLIED WARRANTEIES ON THE SOFWARE ARE LIMITED TO NINETY (90) DAYS.
NOTWITHSTANDING ANYTHING ELSE HEREIN, THE ENTIRE LIABILITY OF ROXIO AND ITS LICENSORS, AND YOUR EXCLUSIVE REMEDY FOR A BREACH OF THE ABOVE WARRANTY, SHALL BE, AT ROXIOÆS OPTION AND EXPENSE: (A) REPAIR OR REPLACEMENT OF THE SOFTWARE (INCLUDING THE MEDIA) OR (B) REFUND OF YOUR PURCAHSE PRICE OF THE SOFTWARE (IF REPLACEMENT IS IMPRACTICAL), IN BOTH CASES WHERE THE SOFTWARE IS RETURNED TO ROXIO ACCORDING TO THE CLAIM PROCEDURE BELOW, WITHIN THE WARRANTY PERIOD.
Claim Procedure. If you have purchased the Software bundled with a computer hardware product, you must return the Software to the computer hardware manufacturer. Any claim under the Limited Warranty set forth above must be submitted before the end of the warranty period to ROXIO, at the address listed below.
Roxio, Inc. 455 El Camino Real, Santa Clara CA 95050
8. Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ROXIO OR ITS LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM YOUR USE OF THE SOFTWARE, OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. ROXIOÆS LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE SHALL BE LIMITED TO THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE ROXIOÆS LIALBITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW.
THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF ROXIO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
9. Export. You acknowledge that the laws and regulations of the United States and other countries may restrict the export and re-export of the Software. You agree that you will not export or re-export the Software or documentation in any form in violation of applicable United States and foreign laws or regulations, including but not limited to the restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority. By using the Software, you agree to the foregoing and represents and warrants that you are not located in, under the control of, or a national or resident of any restricted country.
10. Indemnity. You agree that Roxio shall have no liability whatsoever for any use you make of the Software, including, without limitation, your copying and distribution of the Roxio VideoDisc Player, if any. You shall indemnify and hold harmless Roxio from any third party claims, damages, liabilities, costs and fees (including reasonable attorney fees) arising from any such use of the Software as well as from your failure to comply with any term of this Agreement.
11. Government Restricted Rights. If Licensee is an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or related manuals, is restricted in accordance with Federal Acquisition Regulation 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement 227.7202 for military agencies. This is commercial computer Software and the related documentation is commercial computer software documentation. The use of the Software and related documentation is further restricted in accordance with the terms of this Agreement, or any modification hereto. For any inquiries please contact Roxio Inc., Legal Department, 455 El Camino Real, Santa Clara CA 95050
12. General. The failure of Roxio to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit RoxioÆs rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever without RoxioÆs consent and any action or conduct in violation of the foregoing shall be void and without effect. Roxio expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. You acknowledge that you have read this Agreement, understand it, and that by using the Software you agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between Roxio and you, and supersedes any proposal or prior agreement, oral or written, and any other communication between Roxio and you relating to the subject matter of this Agreement. No additional or any different terms (including but not limited any terms specified on any purchase order) will be enforceable against Roxio unless Roxio gives its express consent, including an express waiver of the terms of this Agreement, in writing signed by an officer of Roxio. This Agreement may be amended only by a writing executed by both parties. You assume full responsibility for the use of the Software and agree to use the Software legally and responsibly. This Agreement shall be governed by California law, except as to copyright matters, which are covered by U.S. Federal law. This Agreement is deemed entered into at Santa Clara, California by both parties. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State and Federal courts in Santa Clara County, California; You hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees. Each party recognizes and agrees that the warranty disc
laimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the minimum extent necessary to make it enforceable and the remaining provision shall have full force and effect. All rights in the Software not specifically granted in this Agreement are reserved by Roxio.
Should you have any questions concerning this Agreement, you may contact Roxio by writing to:
