IMPORTANT – READ CAREFULLY. THE "END USER LICENSE AGREEMENT TO EMBED THE MEDIANET APPLICATION" ("EULA") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND MEDIANET, INC., A DELAWARE CORPORATION ("MEDIANET," "WE," "OUR"). BY EMBEDDING THE MEDIANET APPLICATION ON YOUR WEBSITE, YOU ARE INDICATING THAT YOU HAVE READ THIS EULA, YOU UNDERSTAND IT, AND YOU CONSENT TO BE BOUND BY ALL OF ITS TERMS AND CONDITIONS. THIS EULA SETS FORTH YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO YOUR USE OF THE MEDIANET APPLICATION. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, YOU SHOULD NOT MAKE ANY USE OF THE MEDIANET APPLICATION.
This EULA applies to Your use of the MediaNet Application, and any and all computer code, applications, software, photographs, data, graphics, information, artwork, text, video, music, or pictures ("Content") and any services offered through the MediaNet Application (the "Services"). Reference to the MediaNet Application throughout this EULA shall be deemed to include reference to Content and Services, unless the context otherwise requires. As used herein, MediaNet, Inc. and its divisions, subsidiaries, successors, parent companies, and their employees, partners, principals, agents and representatives, and any third-party providers or sources of information, data or Content.
MediaNet reserves the right, in its sole discretion, to change, add or remove portions of this EULA at any time. It is Your responsibility to check this EULA each time before using the MediaNet Application. Your continued use of the MediaNet Application following the posting of changes will mean that You accept and agree to the changes. Because they are binding upon You and govern Your relationship with MediaNet, You should visit this page from time to time to review the then-current EULA.
1. The MediaNet Application
1.1 You are free to embed MediaNet's music access widget (the "MediaNet Application") on Your website and make it available to the end users of Your website ("End Users") solely in accordance with the terms and conditions contained herein. In the event that You violate any of the terms and conditions of this EULA, MediaNet reserves the rights to preclude Your access to the MediaNet Application and cease distributing any Content through the MediaNet Application.
1.2 Availability of any Content through the MediaNet Application is subject to change at any time, and Each Content owner shall have the right to terminate the distribution of any and all Content owned or controlled by them through the MediaNet Application at any time, in their sole discretion.
1.3 You acknowledge and agree that any use of the MediaNet Application by You not specifically provided for in this EULA, including, without limitation, streaming and downloading of Content through the MediaNet Application and use of information related to the Content, is acknowledgement of Your acceptance of and agreement to use the MediaNet Application in accordance with the MediaNet Widget Terms of Service, including, without limitation, the applicable usage rules contained therein, and that any other use of the MediaNet Application will constitute a breach of this EULA and may constitute a violation of law, including copyright infringement. You further agree that the MediaNet Application is for Your and Your End Users’ personal, non-commercial, entertainment use.
1.4 Administering the terms and conditions contained in this EULA entails the ongoing involvement of and/or monitoring by MediaNet and/or its licensors.
Subject to the terms and conditions of this EULA, MediaNet hereby grant to You, and You hereby accept, a revocable, nontransferable, nonexclusive, limited license during the Term (without the right to sublicense) to use reproduce, distribute and publicly display the MediaNet Application in the Territory solely for the purpose of providing End User's with access to the MediaNet Application.
For the sake of clarity, this EULA does not grant you any rights in the MediaNet Application, except for the right to embed the MediaNet Application on appropriate websites.
4. License Conditions
4.1 You may not:
- (a) use, alter, modify, translate, reverse engineer, reverse compile, disassemble, or create derivative works of the MediaNet Application.
- (b) remove, alter or destroy any copyright, proprietary or confidential notices placed on the MediaNet Application or any associated documentation;
- (c) use the MediaNet Application or any associated documentation for any illegal purpose;
- (d) include functionality to enable Content to be used as a ringer for a telephone or mobile phone;
- (e) cause the MediaNet Application to be distributed, streamed, embedded or displayed on a third party web site or service that (i) causes, controls, encourages, induces, facilitates, promotes or advertises activities, products or services that are illegal (including the illegal copying or unauthorized distribution of third party copyrighted material), violent, defamatory or discriminatory; (ii) displays or advertises pornography, including sexually explicit images; (iii) sells or advertises products or services for alcohol, tobacco, firearms, gambling, or feminine hygiene products; (iv) endorses any religious cause, political position or political candidate; or (v) engages in any activities that may be deemed objectionable by Content owners in their sole discretion, including linking to objectionable web sites.
4.2 The MediaNet Application, as well as the design, selection, arrangement, "look and feel" and coordination of the MediaNet Application, is owned or licensed by or to Us and is protected in the United States and other countries by copyright, trade dress, and trademark laws, and various other intellectual property rights laws and treaties.
4.3 The Content owners are the intended beneficiaries of this EULA and shall have the right to enforce this EULA against You.
5. Intellectual Property Rights
5.1 Trademark. MediaNet, MediaNet Digital, MNDigital.com, Performance by MediaNet are trademarks or service marks of MediaNet. All other trademarks or service marks are property of their respective owners. Use of any MediaNet's trademarks or service marks without MediaNet's express written consent is strictly prohibited.
5.2 Copyright. We respect the copyright of others, and We ask You to do the same. We may, in appropriate circumstances and at Our discretion, disable and/or terminate the access of users who may be repeat infringers. If You believe that intellectual property may have been or is being infringed with respect to any items made available through the MediaNet Widget, please notify Us pursuant to the U.S. Online Copyright Infringement Liability Limitation Act of the U.S. Digital Millennium Copyright Act, 17 U.S.C. § 512(c) by providing the following information to our designated agent:
- an electronic copy or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone numbers and e-mail address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Upon receiving proper notice, We will take prompt action. Such written notice should be sent to our designated agent as follows:
2401 Elliott Ave., Suite 300
Seattle, WA 98121
Telephone: (206) 269-6000
Facsimile: (206) 269-6100
All information must be included in the notice to be effective.
PLEASE NOTE THAT UNDER SECTION 512(F) OF THE DMCA, ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING MAY BE SUBJECT TO LIABILITY.
The MediaNet Application is currently only available for use in the 50 United States, the District of Columbia, U.S. Military Bases worldwide and Puerto Rico ("Territory") and is not available in any other location. You agree not to use or attempt to use the MediaNet Application from outside of the Territory, and that MediaNet and/or its licensors may use technologies to verify Your compliance.
7. Term and Termination
This EULA takes effect on the date You first access or use the MediaNet Application and will continue until You remove the MediaNet Application in its entirety from Your website or MediaNet decides to terminate this EULA, which it may do so at any time in its sole discretion, with or without notice ("Term"). Upon termination, You will cease to have access to the MediaNet Application and all of Your and Your End User's rights herein will cease. Rights and obligations under this EULA which by their nature should survive will remain in full effect after termination or expiration of this EULA.
8. Indemnity and Waiver
You agree to indemnify and hold MediaNet, and its respective subsidiaries, affiliates, officers, agents, employees, partners and licensors, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your connection to the MediaNet Service, Your violation of the Terms of Service, Your violation of any rights of another, any action taken by MediaNet or its licensors as part of their investigation of a suspected violation of this EULA or as a result of MediaNet's finding or decision that a violation of this EULA has occurred.
YOU HEREBY WAIVE ANY RIGHT TO SUE OR RECOVER ANY DAMAGES FROM MEDIANET, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, FRANCHISEES AND LICENSORS AS A RESULT OF MEDIANET'S DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE MEDIANET APPLICATION, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF MEDIANET'S CONCLUSION THAT A VIOLATION OF THIS EULA MAY HAVE OCCURRED.
THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS EULA.
9. Disclaimer of Warranty
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
THE MEDIANET APPLICATION INCLUDING ALL AND INFORMATION, MATERIALS AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEDIANET APPLICATION ARE PROVIDED "AS-IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND FROM MEDIANET OR ANY OWNERS OF CONTENT. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MEDIANET AND ALL OWNERS OF CONTENT DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER MEDIANET NOR ANY OWNER OF CONTENT WARRANTS THAT THE MEDIANET APPLICATION OR ANY CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEDIANET APPLICATION ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10. Limitation of Liability
NEITHER MEDIANET NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE MEDIANET APPLICATION OR FROM CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEDIANET APPLICATION, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES.
11. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided in this EULA, there shall be no third-party beneficiaries to this agreement.
12.1 This is the entire agreement between You and Us covering the subject matter hereof, and governs Your use of the MediaNet Application, superseding any prior agreements between You and Us, whether written or oral, relating to the subject matter.
12.2 This EULA and the relationship between You and Us is governed by the laws of the State of New York, without regard to its conflict of law principles, to the extent such principles would require or result in the application of another state's laws.
12.3 No delay or failure to take action under this EULA shall constitute any waiver by Us of any provision of this EULA.
12.4 This EULA will bind and inure to the benefit of each party's permitted successors and assigns. This EULA is personal to You and may not be transferred, assigned or delegated to anyone. Any attempt by You to assign, transfer or delegate this EULA shall be null and void. We may assign this EULA to an affiliate or successor in interest to all or substantially all of our assets.
12.5 If any provision of this EULA is ruled invalid by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and other provisions of the EULA remain in full force and effect. Any law or regulation which provides that the language of a contract shall be construed against the drafter shall not apply to this EULA.
12.6 This EULA does not in any way create the relationship of principal and agent, franchise, joint venture, or partnership. Neither party will act or attempt to act, or represent itself to others, as an agent of the other party or in any manner assume or create any obligation on behalf of or in the name of the other party, pursuant to this EULA. Neither party will be liable of any debts or obligations of the other unless expressly assumed in writing.
Copyright 2016 MediaNet, Inc. All rights reserved.