END-USER
LICENSE AGREEMENT
This
End-User License Agreement ("EULA")
is a legal agreement between YOU and
Live Face On Web, LLC (“LFOW”). After reading this EULA and/or clicking on the
"AGREE" checkbox on the Order Page YOU will indicate YOUR acceptance
of these terms and conditions, at which point this EULA will become a legally binding agreement between YOU and LFOW. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA
BY INSTALLING, COPYING, OR OTHERWISE USING THE PRODUCT. IF YOU DO NOT AGREE, DO
NOT INSTALL, COPY, OR USE THE PRODUCT.
Definitions.
YOU: means an individual
or a legal entity exercising rights under, and complying with all of the terms
of, this EULA or a future version of
this EULA. For legal entities, “YOU"
includes any entity which controls, is controlled by, or is under common
control with YOU. For purposes of this definition, "control"
means the power, direct or indirect, to cause the direction or management of
such entity, whether by contract or otherwise.
WEB
SERVER:
A computer connected to the Internet that stores and distributes WEB PAGES
upon request.
WEB
SITE:
A collection of WEB PAGES or files on the World Wide Web that are linked
together under a common address (URL or IP Address) and
maintained by a company, organization, or individual.
URL: Uniform Resource
Locator. This is the equivalent of YOUR
home address on the internet. An example is
http://livefaceonweb.com/definitions/Glossary/ or http:// 192.168.0.0/Samples.
IP
Address:
Internet Protocol Address. This is a unique string of numbers that identifies a
computer or server on the Internet. These numbers are normally shown in groups
separated by periods. Example: 192.168.0.0.
WEB
PAGE:
Any computer file, document, or grouping of electronic text which can be
addressed by a hypertext link and rendered for a user on his/her computer
monitor. This includes any grouping of electronic text, graphical material, or
data generated by a software application and displayed through the use of a Web
browser.
PRODUCT: set of computer
files protected by the copyright laws of the United States and all applicable
international copyright treaties of:
(a)
Compressed and uncompressed video recording with sound;
(b)
Media format based on YOUR selection within the LFOW ORDER PAGE;
(c)
Media Player based on Macromedia® technology;
(d) Video Compressed Files based on Macromedia® technology; and
(e) JavaScript File also known as ECMAScript.
Copyright
and Trademark Information
COPYRIGHT
NOTICE: Copyright © 2006 Live Face on Web, LLC. All rights reserved.
TRADEMARKS:
Trademarks referenced herein are either registered trademarks or trademarks of LFOW in the U.S. and/or other
countries.
The
names of actual companies and PRODUCT
mentioned herein and/or third-party trademarks, trade names and logos contained
herein may be the trademarks of their respective owners.
The
example companies, organizations, PRODUCT,
domain names, email addresses, logos, people and events depicted herein are
fictitious.
No
association with any real company, organization, PRODUCT, domain name, e-mail address, logo, person, or event is
intended or should be inferred.
Any
rights not expressly granted herein are reserved.
Article 1. GRANT OF
LICENSE
1.
Subject to YOUR agreement to, and compliance
with, the terms and conditions set forth in this EULA, LFOW grants YOU a personal, temporary, non-exclusive,
and non-transferable license to:
(a)
install one (1) copy of the PRODUCT onto the hard drive of one (1) WEB
SERVER, solely in machine-executable form; and
(b)
use the PRODUCT with one (1) WEB SITE ;
and
(c)
use the PRODUCT with one (1) WEB PAGE;
in each instance, solely for advertisement purposes and
not for any other purpose (including, without limitation, any act of electronic
or physical distribution, performance or broadcast) and in accordance with the
terms and conditions set forth in this EULA.
LFOW has the capability
of monitoring each installation of the PRODUCT
and each WEB SITE and WEB PAGE on which it is used. YOU
hereby authorize and permit such monitoring and acknowledge that in the event
that YOUR installation and/or use of
the PRODUCT is in excess of the
installation or use permitted above, LFOW
shall be permitted to, at the option of LFOW,
deactivate the PRODUCT to the extent
of such prohibited use, or automatically charge YOU for any use in excess of the permitted use described above at LFOW’s then current fees. Such additional charges shall be deemed to
automatically be approved by YOU and
YOU shall responsible for all such
additional charges, which charges may automatically be billed to YOUR credit card.
YOU agree that this EULA does not provide YOU any right to grant sublicenses,
transfers, copies, duplications of this PRODUCT.
2.
The PRODUCT transferred electronically to YOU or contained on CD/DVD is sometimes referred to herein,
collectively, as the "LICENSED MATERIALS".
3.
PLEASE NOTE: YOUR use of the PRODUCT
and the other LICENSED MATERIALS may be subject to additional restrictions,
under applicable copyright and other laws that are not enforced or prescribed
by any technology transferred to YOU
electronically or contained on CD/DVD. The absence of any such technology
designed to enforce these additional restrictions should in no way be viewed or
interpreted as a waiver, on the part of LFOW
or any other person or entity owning any rights in any of the LICENSED
MATERIALS, of their respective rights to enforce any such additional
restrictions regarding YOUR use of
the LICENSED MATERIALS. YOUR
use of the PRODUCT and the other LICENSED MATERIALS shall, at all
times, remain subject to any and all applicable laws governing the use of such
materials, including, without limitation, any restrictions on YOUR use prescribed therein.
4.
All of YOUR rights to use the PRODUCT,
as described herein, shall be subject to YOUR
continued ownership of all rights in and to the electronically transferred
content and/or physical CD/DVD on which such PRODUCT is embodied; should
YOU transfer YOUR ownership rights in the electronically transferred content
and/or physical CD/DVD on which such LICENSED MATERIALS is embodied (in
whole or in part) to any other person, party, or company (whether by sale, gift
or otherwise), YOUR rights in both
the electronically transferred content and/or physical CD/DVD and such PRODUCT
shall terminate.
Article 2. RESTRICTIONS
ON USE OF LICENSED MATERIALS
1.
Except to the extent otherwise expressly permitted hereunder or otherwise by
the owner of the relevant rights in or to the LICENSED MATERIALS
concerned, and without limitation, the following restrictions shall apply to YOUR use of the LICENSED MATERIALS:
(a)
YOU may not copy or reproduce any
portion of the LICENSED MATERIALS;
(b)
YOU may not distribute, share through
any information network, transfer, convey, sell, and lease or rent any of the LICENSED
MATERIALS to any other person or company, in whole or in part;
(c)
YOU may not change, alter, amend,
modify or create derivative works, enhancements, extensions or add-ons to any
of the LICENSED MATERIALS;
(d)
YOU may not decompile, reverse
engineer or disassemble any of the LICENSED MATERIALS, in whole or in
part;
(e)
YOU may not divide the PRODUCT or use any of the components of
the PRODUCT individually or in combination
with anything comprising less than the entire PRODUCT;
(f)
YOU may not export the LICENSED
MATERIALS outside of the country where YOU
reside. (This clause 1(f) of Article 2 shall not be applicable within the
European Economic Area (EEA).);
(g)
YOU may not utilize the LICENSED
MATERIALS separately;
(h)
YOU may not remove the LFOW logo or any identifying materials
contained on the PRODUCT or in the LICENSED MATERIALS;
(i)
YOU will at all times comply with, and
will not circumvent or attempt to circumvent, any of the restrictions on use
set forth in this Article 2 or elsewhere in this EULA.
2.
In the event that the owner of the LICENSED MATERIALS is a party other
than LFOW (each, a "LICENSOR"), YOU agree that such LICENSOR
shall be a third party beneficiary under this EULA and, as such, shall have the right to enforce the terms and
conditions of this EULA that pertain
directly to such LICENSOR'S rights
in and to the LICENSED MATERIALS concerned as if such LICENSOR was a party to this EULA. The rights granted to a LICENSOR under this Article shall not
be revoked.
Article 3. UPGRADES
If
YOU receive copy of the PRODUCT as an upgrade from an earlier
version of the PRODUCT, it is provided to YOU on a license exchange basis. YOU agree by YOUR
installation and use of such copy of the PRODUCT to voluntarily
terminate YOUR earlier EULA and that YOU will not continue to use the earlier version of the PRODUCT
or transfer it to another person or entity.
Article 4. HOW WE MAY
MODIFY THIS EULA
LFOW, reserves the right,
at any time and from time to time, to update, revise, amend, supplement, and
otherwise modify this EULA and to
impose new or additional rules, policies, terms, or conditions on YOUR use of the PRODUCT. YOU must review this EULA on regular basis. YOU can find the most recent version of
the contract at http://www.livefaceonweb.com/eula.htm. The changed EULA becomes effective as soon as its
amended or modified version is available at http://www.livefaceonweb.com/eula.htm.
If YOU do not agree to the changes
in the amended and/or modified EULA,
then YOU must stop using the
electronically transferred content and/or physical CD/DVD. If YOU do not stop using the electronically
transferred content and/or physical CD/DVD, then YOUR use of the electronically transferred content and/or physical
CD/DVD will continue under the amended and/or modified contract.
Article 5. PAYMENT METHOD
LFOW will charge the fees
and any other applicable additional fees to the charge or credit card account
provided by YOU. By providing credit
card information, YOU are
authorizing LFOW to automatically
continue charging that card (or any replacement card if the original card is
renewed, lost, stolen, or changed for any reason by the card issuer, and the
issuer informs LFOW of the new
replacement card account) for all fees or charges associated with YOUR subscription including any renewal
fees as described below. YOU authorize
the card issuer to pay any amounts described herein and authorize LFOW, or any other company that acts as
a billing agent for LFOW, to
continue to attempt to charge all sums described herein to YOUR credit card account until such amounts are paid in full. YOU agree to provide LFOW updated information on YOUR credit card upon LFOW’s request and any time the
information earlier provided is no longer valid. If payment is not received by LFOW from YOUR credit card issuer or its agents, YOU agree to pay all amounts due upon demand by LFOW.
Article 6. REFUND POLICY
Due
to the nature of LFOW PRODUCT, all
sales are final and are not subject to a refund.
Article 7. MISCELLANEOUS
If
YOU acquired this PRODUCT in the United States, this EULA is governed by the laws of the
Commonwealth of Pennsylvania.
If
this PRODUCT was acquired outside
the United States, then local laws may apply.
(a)
RESERVATION OF RIGHTS AND OWNERSHIP. The PRODUCT is licensed as a single PRODUCT. Its component parts may not be separated, or divided
for use by more than one user. LFOW
reserves all rights not expressly granted to YOU in this EULA. The PRODUCT is licensed, not sold to YOU. The PRODUCT is protected by copyright and other intellectual property
laws and treaties. LFOW owns a
license or the title, copyright, and other intellectual property rights in the PRODUCT.
(b)
LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. YOU may not reverse engineer,
decompile, or disassemble the PRODUCT,
except and only to the extent that such activity is expressly permitted by
applicable law notwithstanding this limitation.
(c)
NO RENTAL/COMMERCIAL HOSTING. YOU
may not rent, lease, lend or provide commercial hosting services with the PRODUCT.
(d)
NO SOFTWARE PRODUCT TRANSFER. YOU may not assign or otherwise
transfer, sell, convey, donate, or will the PRODUCT or any of YOUR rights hereunder to any third
party.
(e)
RESTRICTIONS ON ALTERATION. YOU may
not rename, edit or create any derivative works from the PRODUCT.
COPYRIGHT.
All title and copyrights in and to the PRODUCT (including but not
limited to any images, text, video incorporated into the PRODUCT), the accompanying electronic materials, and any copies of
the PRODUCT are owned by LFOW,
or its suppliers. The PRODUCT is protected by copyright laws and
international treaty provisions. Therefore, YOU must treat the PRODUCT like any other copyrighted
material.
TERMINATION. Without prejudice to any other rights, LFOW 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 PRODUCT
and all of its component parts.
Article 8. INTELLECTUAL
PROPERTY RIGHTS
YOU will not use the PRODUCT
to violate anyone's copyright, trademark, intellectual property rights, or
privacy rights.
By
submitting the text material(s) to be used in connection with the PRODUCT and/or the LICENSED MATERIALS, YOU
are representing the following;
a)
that the text material(s) are not copyrighted or plagiarized, and thereby can
be used without any liability or claim(s) for copyright infringement or
plagiarism, and YOU herby relinquish
all right(s) to the text material(s) to LFOW
and hereby transfer and assign all rights in the text material(s) to LFOW; or
b)
if the text materials are copyrighted, that YOU are a true and correct owner of the
copyrighted text material(s), and thereby YOU
grant to LFOW, the nonexclusive
right(s) to create a derivative PRODUCT
based on the text material(s). Any such Derivative PRODUCT shall be owned by LFOW
and you hereby transfer and assign all rights in the Derivative PRODUCT and its components to LFOW.
Further, YOU grant LFOW a worldwide, royalty-free,
non-exclusive license to use, distribute, reproduce, modify, adapt, publish,
translate, publicly perform and publicly display the text material(s).
All
title to, and intellectual property rights in, the LICENSED MATERIALS
and any related documents are and shall remain owned and/or controlled solely
and exclusively by LFOW, and/or its LICENSORS. LFOW, and/or all respective LICENSORS
reserve all rights in the LICENSED MATERIALS not specifically granted to
YOU under this EULA.
Livefaceonweb.com, is dully registered and owned by LFOW, its owners, partners, associates,
suppliers, and subsidiaries.
Article 9. EXCLUSION OF
WARRANTIES
YOU EXPRESSLY
ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING
AND USING THE LICENSED MATERIALS AT YOUR
OWN SOLE RISK. THE LICENSED MATERIALS ARE PROVIDED "AS
IS" AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND, AND LFOW, ITS LICENSORS AND EACH OF THEIR LICENSEES,
AFFILIATES AND AUTHORIZED REPRESENTATIVES (EACH, A "LFOW PARTY") EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR
CONDITIONS. EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION,
CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, SATISFACTORY QUALITY,
NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE. NO
ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY LFOW PARTY SHALL CREATE ANY WARRANTY,
TERM OR CONDITION WITH RESPECT TO THE LICENSED
MATERIALS OR OTHERWISE. LFOW
DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS THAT THE PRODUCT AND THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT AND THE LICENSED MATERIALS AND/OR ITS OR THEIR USE WILL BE UNINTERRUPTED OR
ERROR‑FREE, OR THAT DEFECTS IN THE PRODUCT
AND THE LICENSED MATERIALS, IF ANY,
WILL BE CORRECTED. SHOULD THE LICENSED MATERIALS PROVE TO BE
DEFECTIVE, YOU (AND NOT LFOW) AGREE TO ASSUME THE ENTIRE COST
OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTIONS. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, TERMS OR CONDITIONS IN CERTAIN
INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS ARTICLE WILL APPLY ONLY WHEN AND TO THE EXTENT THAT
THE APPLICABLE LAW SPECIFICALLY MANDATES LIABILITY, DESPITE THE FOREGOING
DISCLAIMER, EXCLUSION AND LIMITATION.
Article 10. LIMITATION OF
LIABILITY
IN
NO EVENT SHALL LFOW, OR ITS
SUPPLIERS, ASSOCIATES, OR SUBSIDIARIES SHALL BE LIABLE FOR ANY LOSS OR
DAMAGE(S), PERFORMANCE, OR NONE PERFORMANCE, EITHER DIRECT, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY
EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE,
STRICT LIABILITY MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS
ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS
EULA OR YOUR USE OF ANY OF THE LICENSED
MATERIALS (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS,
LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT, DOWN TIME AND USER'S TIME),
EVEN IF THE LFOW, PARTY CONCERNED
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT
APPLY TO YOU. THIS ARTICLE
WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY
REQUIRES LIABILITY DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.
NO
LIABILITY FOR CONSEQUENTIAL DAMAGES. In no event shall LFOW, or its suppliers be liable for any damages whatsoever
(including, without limitation, damages for 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 LFOW has been advised of the
possibility of such damages. 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.
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 LFOW and any of
its suppliers under any provision of this EULA
and YOUR exclusive remedy hereunder
shall be limited to the lesser of the actual damages YOU incur in reasonable reliance on the PRODUCT or LICENSED MATERIALS
or fifty percent (50%) of the amount actually paid by YOU for the PRODUCT for
the six (6) months immediately prior to the claim for damages. The foregoing
limitations, exclusions and disclaimers shall apply to the maximum extent
permitted by applicable law, even if any remedy fails its essential purpose.
Article 11. DAMAGES
ARISING OUT OF YOUR ACTIONS
YOU shall defend,
indemnify and hold the LFOW, its
PARTIES, ASSOCIATES, SUPPLIERS, AND SUBSIDIARIES harmless from and against any
and all liabilities, damages, costs, expenses or losses arising out of or in
connection with YOUR use or nonuse
of the LICENSED MATERIALS, YOUR
acts, any material or information provided by YOU, YOUR violation of
any applicable laws or regulations or of any rights of another, and/or YOUR breach of any provision of this EULA.
Article 12. EXPIRATION AND
TERMINATION
(a)
The rights granted to YOU hereunder
to use the PRODUCT are conditioned upon YOUR continued possession of, and YOUR continued right under a license from LFOW, to use, the electronically transferred content and/or
physical CD/DVD that YOU
purchased. In the event that YOU
no longer possess or have the right under such license to use the
electronically transferred content and/or physical CD/DVD, YOUR rights hereunder to use the PRODUCT shall expire
immediately, without notice from LFOW.
(b)
Without prejudice to any other rights LFOW,
or any LFOW, PARTY may have
hereunder, the term of this EULA
shall terminate immediately, without notice from LFOW, and all rights YOU
may have hereunder to use the LICENSED MATERIALS shall be immediately
revoked, in the event that YOU: (I)
fail to comply with any provision of this EULA,
(II) fail to make any payment due to LFOW,
(III) fail to install an update of the electronically transferred content
and/or physical CD/DVD that was previously provided to YOU by LFOW within the
time specified, or (IV) file a voluntary petition or are subject to an
involuntary petition under applicable bankruptcy laws, are declared insolvent,
make an assignment for the benefit of creditors, or are served with a writ of
attachment , writ of execution, garnishment or other legal process pertaining
to any of YOUR assets or property.
(c)
Upon the expiration or termination of this EULA,
YOU shall immediately remove all of
the LICENSED MATERIALS from computer (WEB SERVER) system and
delete or destroy them, along with any related documentation (and any copies
thereof) that YOU may have received or otherwise may possess.
(d)
Articles 7 (Intellectual Property Rights), 8 (Exclusion of Warranties), 9
(Limitation of Liability), 10 (Damages Arising Out Of YOUR Actions), 11 (Expiration and
Termination), 12 (Governing Law and Waiver of Trial By Jury), and 13 (General)
shall survive and remain in full force and effect following the expiration or
termination of this EULA.
(e)
To the extent relevant under applicable law, YOU and LFOW each agree,
for the effectiveness of the termination clauses under this EULA, to waive any provisions, procedures
and operation of any applicable law that might otherwise require judicial
approval or a court order in order to effect the termination of this EULA.
Article 13. GOVERNING LAW AND
WAIVER OF TRIAL BY JURY
(a)
THE VALIDITY, INTERPRETATION AND LEGAL EFFECT OF THIS EULA SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA.
(b)
YOU HEREBY WAIVE ALL RIGHTS AND/OR
ENTITLEMENT TO TRIAL BY JURY IN CONNECTION WITH ANY DISPUTE THAT ARISES OUT OF
OR RELATES IN ANY WAY TO THIS EULA
OR THE PRODUCT.
(c)
YOU hereby agree on behalf of yourself and any
person claiming by or through YOU
that the sole and exclusive jurisdiction and venue for any litigation arising
from or relating to this EULA or the
subject matter hereof shall be an appropriate federal or state court located in
the Commonwealth of Pennsylvania.
Article 14. GENERAL
If
any provision of this EULA is
subsequently held to be invalid or unenforceable by any court or other
authority, such invalidity or unenforceability shall in no way affect the
validity or enforceability of any other provision of this EULA. This EULA
shall be binding upon the parties' authorized successors and assignees.
Neither party's waiver of any breach or failure to enforce any of the provision
of this EULA at any time shall in
any way affect, limit or waive such party's right thereafter to enforce and
compel strict compliance with every other provision. No modification of
this EULA shall be effective unless
it is set forth in a writing signed or authorized by LFOW.
The
headings of the sections of this EULA
are inserted for convenience only and shall not constitute a part hereof or
affect in any way the meaning or interpretation of this EULA.
No
action, regardless of form, arising out of or relating to this EULA or the subject matter hereof may
be brought by Licensee more than three (3) months after the cause of action has
initially arisen.