END USER LICENSE AGREEMENT (EULA) FOR ONEKARAOKE SOFTWARE
This End-User License Agreement for OneKaraoke Software (“EULA”) is a legal and binding agreement between you and OneKaraoke.com. (“OK”). “You” are a person or legal entity wishing to use the Software in accordance with this EULA. This EULA governs your use of all of the Software distributed or delivered hereunder. “Software” means all computer software, associated media, any printed materials and any accompanying “online” or electronic information provided to you hereunder. To "use" the software means that the software is either loaded into the memory (RAM) of a computer or installed on the permanent memory of the computer (hard-drive, etc.). By downloading, installing, copying, breaking any seal on, or otherwise using the Software, you acknowledge that you have read this EULA and agree to be bound by its terms. If you do not agree to the terms and provisions of this EULA, do not download, install, copy, or otherwise use the Software. If these terms are considered an offer, your acceptance is expressly limited to these terms.
SOFTWARE PRODUCT LICENSE
The Software is owned by OK or its third party suppliers and is licensed (and not sold) to you. OK’s third party suppliers or distributors may assert and protect any of their rights (and with OK’s permission, OK’s rights) in connection with this EULA. You are responsible for the installation, management, and operation of the software.
2. Grant of License
Subject to the terms of this EULA, OK grants you the world-wide, non-exclusive, non?sublicensable, non-transferable (except as set forth in this EULA), license to use and install a single user copy of the Software solely for your personal use and not for access or use by third parties. OK reserves any right not expressly granted to you.
(a) You must reproduce on any copy all copyright notices and any other ownership, confidentiality or proprietary legends that are on the original copy of the Software and accompanying documentation, and you may make only one copy of the Software solely for backup or archival purposes, provided that such backup copy is not installed on any computer.
(b) The software contains trade secrets in its human perceivable form and, to protect them, you may not reverse-engineer, decompile, or disassemble the Software, or otherwise reduce the code of the Software to a human perceivable form. You may not alter or remove any of OK’ or its third party suppliers’ trademarks affixed to or otherwise contained on or within the product(s). You may not use the Software in any way to provide commercial services or applications. All replaceable components described or not described in Software documentation must not contain any information or graphic that directly or indirectly led others into perception or belief that the software is made by party other than OneKaraoke.com. You are fully responsible for all modifications and adoption in the software for clearance of media copyright, image license, etc.
(c) You may not copy, market, distribute or transfer copies of the Software to others, including without limitation by electronic transfer means, from one computer to another over a network except for Software installations permitted under Section 2 of this EULA. You may not rent, lease, or lend the Software. You may not modify, adapt, translate the Software or create derivative works based on the Software.
(d) All rights not expressly granted to you in this EULA are reserved by OK and its suppliers. No rights are granted by implication or otherwise.
3. Term and Termination
The term of your license in the Software is perpetual. Notwithstanding the foregoing, this EULA may be terminated by OK without further action upon the breach of any of your obligations under this EULA. Upon termination, all use of the Software by you must cease and all rights granted to you under this EULA are terminated. Upon termination you hereby agree to return to OK or to destroy all copies of the Software in your possession or control within fourteen (14) days of such termination and certify the same in an affidavit to OK upon request. This remedy is in addition to any other remedies available to OK. Sections 1, 3, 4, and 6 through 9 hereof shall survive any termination of this EULA.
4. Proprietary Rights
All rights, title, and proprietary interest in and to the Software (including, but not limited to, any patents, trade secrets, trademarks, copyrights, images, photographs, animations, video, audio, music, text and software code incorporated into the Software) and all copies of the Software are owned by OK or its suppliers. The Software is protected by copyright laws, international treaty provisions, and other laws. An act in violation of this EULA may also be a crime punishable by fine or imprisonment under applicable law. You understand that OK may update or revise the Software in its sole discretion, but has no obligation to furnish any Software updates or revisions to you. If you upgrade the Software to a higher-numbered or later version of the Software (e.g., from v. 3.x to v. 4.x) or to a comparable OK software product, including versions for different operating systems (“Replacement Software”), unless otherwise indicated in any end user license agreement accompanying such Replacement Software, this EULA does not apply to the Replacement Software and your rights in the Replacement Software will be governed by the end user license terms provided with that Replacement Software. Notwithstanding the preceding, if any Replacement Software, or other Software of OK, is distributed to you without a separate end user license agreement, this EULA shall govern all your rights and obligations therein.
5. Export Restrictions
You agree to comply with all laws applicable to your use of the Software. You further agree that you will not export or re-export the Software, any part thereof, or any process or service in connection with the Software (the foregoing collectively referred to as the “Restricted Components”), to any country, person or entity subject to export restrictions.
6. Limited Warranty, Disclaimer of Implied Warranties & Duties, Limited Warranty Remedy
(a) Disclaimer of Implied Warranties and Duties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SET FORTH IN SECTION 6(b), OK, ITS SUPPLIERS, AND DISTRIBUTORS PROVIDE THE SOFTWARE AND ANY (IF ANY) SUPPORT SERVICES RELATED TO THE SOFTWARE (“SUPPORT SERVICES”) WITHOUT ANY EXPRESS WARRANTY, AND THE SOFTWARE AND SUPPORT SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” OK HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR THAT THE OPERATION OF THE SOFTWARE WILL BE ACCURATE, VIRUS-FREE, SECURE OR WILL CORRESPOND TO ANY DOCUMENTATION. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
(b) Limited Warranty Remedy. OK warrants for a period of 90 days from the date of purchase that the medium on which the Software is provided will be free from defects in material and workmanship where applicable. This limited warranty covers only such defects. This limited warranty does not cover any other defects or problems of any kind. OK’ sole obligation, and your exclusive remedy, under the limited warranty set forth in this Section 6(b) shall be, at the sole discretion of OK, to supply you with a corrected or replacement copy of the Software or a refund of all amounts received by OK from you for the subject Software provided under this EULA. Any replacement Software will be warranted as set forth above for the remainder of the original warranty period or thirty (30) days from your receipt of such replacement Software, whichever is longer. This warranty gives you specific legal rights, and you may have other rights that vary from jurisdiction to jurisdiction.
(c) This limited warranty does not apply to Software which has been altered, repaired, or misused, or which has been subject to unusual physical or electrical stress, misapplication, abuse, negligence, accident or disaster. Moreover, OK does not warrant that the Software will be resistant to all possible efforts to defeat or disable its functions, including its security mechanisms, and OK shall not incur, and disclaims, any liability in this respect. To the maximum extent permissible by law, OK shall not be held liable for any third party actions and in particular in case of any successful effort to defeat or disable security functions of the Software, or computing devices and equipment using, accessing or incorporating the Software.
(d) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OK, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES CREATES A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
7. Exclusion of Incidental, Consequential and Certain Other Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OK, ITS PARENT OR SUBSIDIARIES OR ANY OF THE LICENSORS, SUPPLIERS, DISTRIBUTORS, DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES OF ANY OF THE FOREGOING BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUES OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, OR LOSS OF PRIVACY), ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR UNDER ANY OTHER LEGAL THEORY, AND EVEN IF OK OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability and Remedies
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of OK and any of its suppliers under this EULA and your exclusive remedy for all of the foregoing is limited to the amount actually paid by you for the Software. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. You hereby waive and forever release OK and its suppliers from any and all claims in excess of that amount.
9. General Provisions
This EULA contains the entire agreement between the parties with respect to its subject matter, and supersedes all prior or contemporaneous agreements or understandings (oral or written). This EULA shall be governed by U.S. Federal Contract Laws. Federal Acquisition Regulation clauses shall prevail in the event of conflict with individual license terms. This EULA is not governed by the United Nations Convention for the International Sales of Goods, the application of which is expressly excluded. This EULA may not be modified except by a written addendum issued by a duly authorized representative of OK. No provision of this EULA can be waived unless such waiver is in writing and signed by a duly authorized representative of OK. Unless otherwise prohibited by law, OK may conduct an audit of your relevant records and computer systems to verify compliance with this EULA.
OneKaraoke.com does not sell or provide any third party content to the user. OneKaraoke software can be used to play content in which you own the copyright and have obtained permission to play the content from the copyright owner. OneKaraoke.com makes no representations or warranties regarding the content used by or downloaded by OneKaraoke software users. Copying or distributing unauthorized files may violate copyright laws. Compliance with the copyright law is solely the user's responsibility.
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