This Agreement governs the terms and conditions under which you (either an individual or entity) may use the Intercept Music, Inc. ("Intercept Music") proprietary software application Intercept Music (the "Software"). By clicking " I accept the terms in the license agreement" below, and either (a) installing any component of the Software on your server or workstation, or (b) accessing the Software via the Internet, you are agreeing to the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not click "I accept the terms in the license agreement" and do not use the Software.
During the term of this Agreement, Intercept Music grants to you a non-exclusive, non-transferable license, without the right to grant sublicenses, to use the Software in object code form only, for the purpose of using the Intercept Music Chat software (the "Intercept Music Product"), and associated documentation ("Documentation"). As applicable, you may either (a) access, use, display and transmit the Intercept Music Product via the Internet, or (b) install the client component of the Software on your server or workstation for purposes of using the Intercept Music Product. You may only copy the client components of the Software for backup and archival purposes, provided that you reproduce all proprietary notices appearing on the Software and do not modify, remove or obscure such notices. All rights not expressly granted herein are reserved by Intercept Music, including, without limitation, all worldwide patents, copyrights, trade secrets, trademarks, tradenames, servicemarks and all other proprietary rights of any kind in and to the Intercept Music Product and the Software, and shall not acquire any rights therein, except as expressly provided herein.
You shall not (a) rent, lease, sell, sublicense, assign, make available as a hosted application, or otherwise transfer the Software to any third party; (b) modify, copy, decompile, disassemble, or reverse engineer the Software in any manner; or (c) merge or embed the Software into any other computer program, except as expressly provided herein.
You acknowledge and agree that the Software, including its object code and source code, all Documentation, and all materials designated as "Confidential," or which under the circumstances surrounding their disclosure can, in good faith, be deemed to be confidential and proprietary to Intercept Music constitute the "Confidential Information" of Intercept Music. You shall not use, disseminate, or in any way disclose any Confidential Information to any person, firm or business, without prior written authorization from Intercept Music. You shall treat all Confidential Information with the same degree of care as you accord you own Confidential Information, but in no case less than reasonable care. You shall only disclose Confidential Information to those of your employees who need to know such information, and provided that those employees have entered into confidentiality agreements that protect the Confidential Information. You shall immediately give notice to Intercept Music of any unauthorized use or disclosure of Confidential Information, and shall assist Intercept Music in remedying such unauthorized use or disclosure.
This Agreement becomes effective upon the earlier of your opening the packages containing the Software, installing the Software, and/or accessing and using the Software, and will continue in effect until terminated as set forth in the master agreement between Intercept Music and your employer or you (the "Customer Order Agreement"). Upon termination, you shall, as applicable, (a) cease using the Intercept Music Product and Software, (b) remove all copies of the Software from your server and/or workstation, (c) return all Software, Documentation and copies thereof, to Intercept Music, and (d) certify such removal and return in writing. The provisions of this Agreement that, by their nature, require performance following the termination or expiration of this Agreement, shall survive the termination or expiration of this Agreement.
Intercept Music warrants that (a) for a period of ninety (90) days from the date of delivery, the media on which the Software is furnished, if any, will be free from defects in material and workmanship, and (b) for a period of ninety (90) days from the date of delivery or first availability to you, the Intercept Music Product will perform substantially in accordance with the Documentation. These warranties shall not apply to any failure in performance related to accident, abuse, misapplication, or access of data files by any program not provided by Intercept Music. Your sole remedy and Intercept Music's sole obligation for breach of the foregoing warranties shall be the replacement of the Software or repair of the Intercept Music Product, as applicable, provided that you give Intercept Music or the applicable third party provider of support and maintenance services written notice of the non-compliance within the applicable time period for the warranty.
EXCEPT FOR THE FOREGOING WARRANTIES, INTERCEPT MUSIC DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE WITH RESPECT TO THE SOFTWARE, INTERCEPT MUSIC PRODUCT, AND THIS AGREEMENT. INTERCEPT MUSIC DOES NOT WARRANT THAT YOUR ACCESS TO THE INTERCEPT MUSIC PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT THE INTERCEPT MUSIC PRODUCT AND SOFTWARE WILL BE FIT FOR YOUR INTENDED PURPOSES.
INTERCEPT MUSIC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES PERTAINING IN ANY WAY TO THE SOFTWARE, DOCUMENTATION, INTERCEPT MUSIC PRODUCT OR ANY CD, REGARDLESS OF THE FORM OF ACTION OR WHETHER INTERCEPT MUSIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL INTERCEPT MUSIC'S TOTAL LIABILITY TO YOU EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU TO INTERCEPT MUSIC DURING THE TWELVE (12) MONTH PERIOD BEFORE THE EVENT ALLEGEDLY GIVING RISE TO THE CLAIM. Because some jurisdictions do not allow the exclusion or limitation of liability of consequential or incidental damages the above limitation may not apply to you.
The Software is "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.211 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement ("DFAR") and its successors.
The terms of this Agreement shall be governed by and construed in accordance with the laws of State of Delaware without giving effect to its choice of law principles. Except for claims subject to arbitration pursuant to this Agreement, the exclusive jurisdiction and venue for all claims or proceedings shall lie in the state or federal courts, as applicable, located in King County, Washington, U.S.A.
This Agreement, together with the Customer Order Agreement, constitutes the entire agreement between you and Intercept Music, with respect to its subject matter, and merges all prior and contemporaneous communications regarding such subject matter. This Agreement shall not be modified except by written agreement of the parties. You may not assign this Agreement, by operation of law or otherwise, without the prior written approval of Intercept Music. All questions concerning the terms and conditions of this Agreement may be addressed to Intercept Music at the following location:
Intercept Music Inc.
3210 21st Street
San Francisco, CA 94110, U.S.A.
Intercept Music and the Intercept Music logo are either the service marks, trademarks or registered service marks and trademarks of Intercept Music Inc., and are protected in the United States and other countries. They may not be reproduced, copied or modified in whole or part without the prior written permission of Intercept Music.
Copyright ©2017-2018 Intercept Music Inc. All rights reserved.
Intercept Music and the Intercept Music Software are protected by one or more United States and Foreign Patents and Patents Pending.