IMPORTANT – READ CAREFULLY. THIS "END USER LICENSE AGREEMENT FOR THE MEDIANET DOWNLOAD MANAGER” ("EULA") IS A LEGALLY BINDING AGREEMENT BETWEEN YOU (“YOU” OR “YOUR”) AND MEDIANET, INC., A DELAWARE CORPORATION ("MEDIANET," "WE," "OUR"). BY DOWNLOADING AND/OR INSTALLING THE MEDIANET DOWNLOAD MANAGER, 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 DOWNLOAD MANAGER. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS EULA, YOU SHOULD NOT DOWNLOAD OR MAKE ANY USE OF THE MEDIANET DOWNLOAD MANAGER.
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 and technology.
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 Download Manager. Your continued use of the MediaNet Download Manager following the posting of any 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 Download Manager
MediaNet provides a web browser plug-in that enables You to easily download content (the “MediaNet Download Manager”) purchased through MediaNet’s digital media store (the “MediaNet Service”). The MediaNet Download Manager shall include all future programming fixes, updates and upgrades thereof.
2. License Grant
Subject to the terms of this EULA, MediaNet hereby grant to You, and You herby accept, a revocable, nontransferable, nonexclusive, limited license during the Term (without the right to sublicense) to download, install and use the MediaNet Download Manager on computers (or other applicable devices) owned or controlled by You for the sole purpose of enabling downloads from the MediaNet Service, all subject to and in strict compliance with the restrictions described in the Terms of Sale. The terms and conditions contained herein apply to Your use of any instance of the MediaNet Download Manager whether downloaded and/or installed on a computer (or other applicable device) owned or controlled by You or a third party.
3. License Conditions
You may not:
- (a) operate or utilize the MediaNet Download Manager in a manner that violates any applicable local, state, national or international law or governmental regulation, policy, procedure or ordinance, or any rights of a third party;
- (b) utilize the MediaNet Download Manager for any purpose other than to download content from the MediaNet Service, including, without, limitation any non-personal or commercial use of the MediaNet Download Manager;
- (c) operate or utilize the MediaNet Download Manager if this EULA has been terminated;
- (d) make any automated use of the MediaNet Download Manager (such as through scripts, data mining, robots, screen scraping, or similar data gathering and extraction tools) or interfere with, disrupt or create an undue burden on the MediaNet Service or the networks or services connected to the MediaNet Download Manager.
- (e) remove, alter, delete, or destroy any copyright, proprietary, or confidential notices placed on the MediaNet Download Manager or any associated documentation;
- (f) take any action that modifies the settings of the MediaNet Download Manager or blocks, alters or interferes with the MediaNet Download Manager, including, without limitation, downloading and/or using any third party software in connection with the MediaNet Download Manager;
- (g) use, alter, modify, translate, reverse engineer, reverse compile, reverse assemble, create derivative works from, or otherwise attempt to discover any source code of the MediaNet Download Manager;
- (h) modify the MediaNet Download Manager in any manner or form, or use modified versions of the MediaNet Download Manager for any purposes including, without limitation, obtaining unauthorized access to the MediaNet Service, or defeating or overcoming any encryption and/or technical protection methods implemented by MediaNet with respect to the MediaNet Service and/or content or data processed or transmitted by the MediaNet Download Manager;
- (i) interfere with or in any manner compromise any of MediaNet’s security measures in the MediaNet Download Manager and/or the MediaNet Service; or
- (j) operate the MediaNet Download Manager in a manner that violates this EULA.
You acknowledge and agree that:
- (a) MediaNet may suspend or terminate your right to access the MediaNet Download Manager at any time in its sole discretion without notice to you; and
- (b) MediaNet reserves the right, in its sole discretion, to add, remove or modify functions, or to provide upgrades, updates or programming fixes to the MediaNet Download Manager at any time, and you agree to accept any and all such upgrades, updates or programming fixes. You further acknowledge and agree that Your failure to accept and install any such upgrades, updates or programming fixes will permit MediaNet to immediately terminate this EULA and preclude Your access to the MediaNet Download Manager and/or the MediaNet Service.
You acknowledge and agree that all downloads accessed through the MediaNet Download Manager are subject to the Terms of Sale, and you agree to use such downloads in accordance therewith.
5. Intellectual Property
You represent, warrant and agree that You are using the MediaNet Download Manager hereunder for Your own personal, noncommercial use and not for redistribution of any kind, and that any unauthorized use of the MediaNet Download Manager is a violation of this EULA and a violation of intellectual property law, including, without limitation, copyright and trademark law.
All intellectual properties of the MediaNet Download Manager, content and all other information, materials and products included on or otherwise made available through the MediaNet Download Manager (collectively “Intellectual Property”) are protected by United States copyright, patent, trade secret, trademark, trade dress, and service mark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Intellectual Property is the sole and exclusive property of its respective owners, which includes MediaNet and its respective subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, trade dress, and trade names are proprietary to MediaNet or its subsidiaries or affiliated companies and/or third-party licensors. Except as expressly authorized by the owner of the Intellectual Property, you agree not to sell, sublicense, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of such Intellectual Property.
6. Term and Termination
This EULA will be effective as of the date you accept this EULA and will remain effective unless terminated by You or MediaNet in accordance with this EULA.
You may terminate this EULA at any time by permanently uninstalling, deleting and destroying your copies of the MediaNet Download Manager. To uninstall the MediaNet Download Manager use Your web browser’s “plug-in” or “add-on” tools or other applicable functionality.
MediaNet reserves the right to immediately terminate this EULA and preclude your access to the MediaNet Download Manager and/or the MediaNet Service at any time, with or without cause by providing notice to You.
Upon termination of this EULA for any reason, all licenses and rights you have to the MediaNet Download Manager shall terminate and you shall cease any use of the MediaNet Download Manager and permanently delete or destroy all copies of the MediaNet Download Manager in Your possession.
MediaNet will not be liable for any damages caused by termination of this EULA.
Sections 3, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination of this EULA.
7. Representations and Warranties
You represent and warrant that you posses the legal right and ability to enter into this EULA and will use the MediaNet Download Manager in accordance with the terms herein.
8. Indemnity and Waiver
You agree to indemnify and hold MediaNet and its 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 use of the MediaNet Download Manager, Your violation of this EULA, Your violation of any rights of another, any action taken by MediaNet 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 AND 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 DOWNLOAD MANAGER, 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 INDEMNITY AND WAIVER PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS EULA.
9. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
THE MEDIANET DOWNLOAD MANAGER AND ALL CONTENT AND OTHER INFORMATION, MATERIALS AND PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEDIANET DOWNLOAD MANAGER ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND FROM MEDIANET. YOU AGREE THAT YOUR USE OF THE MEDIANET DOWNLOAD MANAGER IS ENTIRELY AT YOUR OWN RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MEDIANET AND CONTENT OWNERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, STATUTORY, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE MEDIANET DOWNLOAD MANAGER, AND ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE MEDIANET DOWNLOAD MANAGER.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
10. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
MEDIANET WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF MEDIANET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) OF ANY KIND ARISING FROM YOUR USE OF THE MEDIANET DOWNLOAD MANAGER OR CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE MEDIANET DOWNLOAD MANAGER, OR FOR ANY DAMAGES RESULTING THEREOF.
MEDIANET SHALL USE REASONABLE EFFORTS TO PROTECT PERSONAL INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE MEDIANET DOWNLOAD MANAGER, BUT YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBMISSION OF ANY INFORMATION IS AT YOUR SOLE RISK, AND TO THE MAXIMUM AMOUNT PERMITTED BY LAW, MEDIANET HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
This is the entire agreement between You and Us and governs Your use of the MediaNet Download Manager, superseding any prior agreements between You and Us, whether written or oral, relating to the subject matter.
MediaNet may provide You with notices, including those regarding changes to the EULA, including by but not limited to email, regular mail, SMS, MMS, text message, postings on MediaNet’s website, or other reasonable means now known or hereafter developed. Such notices may not be received if You violate this EULA by accessing the MediaNet Download Manager in an unauthorized manner. Your agreement to the EULA constitutes Your agreement that You are deemed to have received any and all notices that would have been delivered had You accessed the MediaNet Download Manager in an authorized manner.
Under no circumstances shall MediaNet be held liable for any delay or failure in performance resulting directly or indirectly from acts of God, fire, riot or civil commotion, act of public enemy, rule, order or act of any government or governmental instrumentality (whether federal, state, local or foreign) or other cause of a similar or different nature not reasonably within MediaNet’s control.
This EULA will be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions of New York or Your actual state or country of residence. Any claim or controversy in any way arising out of or relating to this EULA will be filed in a court of competent jurisdiction sitting in New York County, New York and You consent to exclusive jurisdiction in that county.
No delay or failure to take action under this EULA shall constitute any waiver by Us of any provision of this EULA.
This EULA will bind and inure to the benefit of each party's permitted successors and assigns. This EULA are 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.
The titles used in this EULA are for convenience only and are not to be considered in construing or interpreting this EULA.
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 this 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.
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.
Violations. Please report any violations of this EULA to our customer service department (firstname.lastname@example.org).
Date: May 10, 2016