Music Choice EULA (Android) Last Updated: August 15, 2013

 

This End User License Agreement (“EULA”) is a binding legal agreement between you, as an individual or entity, and Music Choice (“MC”). By downloading, installing, or using the Music Choice Application for Android (“MC Software”), you agree to be bound by the terms of this EULA.  If you do not agree to the EULA, do not click the “ACCEPT” button and do not download, install or use the MC Software.

Please read this EULA carefully before clicking the “ACCEPT” button or downloading, installing or using the MC Software.  You agree that downloading, installation or use of the MC Software signifies that you have read, understood, and agree to be bound by the EULA.

The MC Software is provided to you under this EULA solely for your private, non-commercial use.  Use of the MC Software or of the MC content, information, functionality or any other services accessible via the MC Software within an organization, or the use of multiple copies of the MC Software (except a back-up copy), is not permitted.

1.                Description of MC Software

The MC Software is a downloadable software application that enables you to access certain MC services including MC audio channels and MC’s music video library directly from a single Android mobile device owned and controlled by you (“Device”).

2.                MC Software License

MC hereby grants you, subject to the terms and conditions of this Agreement, a limited, non-exclusive, non-transferable, personal license to: (i) access and use the MC Software in legally authorized jurisdictions (i.e., the United States of America) for your own personal use strictly in accordance with the terms and conditions of this EULA, the MC Terms of Use, which can be found at http://www.musicchoice.com/content/legal/TermsOfUse.htm, and all applicable local, national, and international laws and regulations; (ii) install the MC Software on only one Device; and (iii) make one copy of the MC Software in any machine readable form solely for back-up purposes, provided you reproduce the MC Software in its original form and with all proprietary notices on the back-up copy.  You represent, warrant and agree that you are using the MC Software solely for your own personal use and not for redistribution or transfer of any kind. 

3.                Ownership of MC Software

You acknowledge and agree that the MC Software, any copies thereof (including without limitation any copy that you download, install, or use on your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of MC.  Title, ownership and all rights in and to the MC Software shall remain with MC.  MC is the licensor of the MC Software and no other person or entity is a party to this EULA, including without limitation any entity operating a website or similar marketplace from which you discover, download or otherwise obtain access to the MC Software (e.g., Amazon, the Apple Store, etc.).  Except for those rights expressly granted in this EULA, you are not granted any rights in or to the MC Software by implication, estoppel or other legal theory, and all rights in and to the MC Software not expressly granted in this EULA are hereby reserved and retained by MC.  MC, the MC logo, and other related logos, product and service names, service marks, graphics, designs and slogans used in connection with the MC Software are trademarks of MC (“MC Trademarks”).  You are not granted any right or license with respect to the MC Trademarks, and you agree not to display or use these trademarks in any manner without MC’s prior, written permission.

4.                Limitations on Use of MC Software and Restrictions

You understand and agree that you shall only use the MC Software in a manner that complies with any and all applicable laws in the jurisdictions in which you use the MC Software.  Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights.  You are not permitted to: (i) create derivative works based on the MC Software; (ii) use the MC Software for any purpose other than as described in this EULA; (iii) copy or reproduce the MC Software except as described in this EULA; (iv) sell, assign, license, disclose, distribute or otherwise transfer or make available the MC Software or any copies of the MC Software in any form to any third parties; (v) modify, alter, translate, decompile, reverse assemble or reverse engineer the MC Software, or attempt to do any of the foregoing; or (vi) remove or alter any proprietary notices or marks on the MC Software.

5.                Personal Information and Privacy

We may ask you to provide certain information about you during the MC Software downloading and installation process, and from time to time during your use of the MC Software.  All personal information that you provide to us will be governed by the MC Privacy Policy, which is available at http://www.musicchoice.com/content/legal/PrivacyPolicy.htm. The MC Software may also automatically collect certain information regarding your use of the MC Software and the content you access via the MC Software.  See the MC Privacy Policy for more detailed information regarding such information collection.  By choosing to download, install and use the MC Software, you indicate your understanding and acceptance of the MC Privacy Policy.  You understand and agree that MC may disclose information if required to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process, enforce the terms of this EULA, or protect the rights, property, or safety of MC, its users, or the public.

6.                No Warranty

MC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MC SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE MC SOFTWARE IS FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM.  THE MC SOFTWARE IS OFFERED ON AN “AS-IS” BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED, IS GIVEN.  MC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU.

7.                Right to Terminate or Modify MC Software

MC reserves the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the MC Software (or any copy thereof) at any time without notice and will have no liability for doing so.  MC may modify this EULA with notice to you either in email or by publishing notice on the MC website.  In the event MC modifies the MC Software or the EULA, you may terminate this EULA and cease use of the MC Software.  MC may terminate the EULA at any time, with or without notice.

8.                U.S. Government Restricted Rights

The MC Software and any accompanying documentation are provided with restricted rights.  Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software - Restricted Rights), as applicable. 

9.                Third Party and Open Source Software

The MC Software contains and is provided together with third party and open source software.  Each item of third party and open source software is subject to its own applicable license terms, which are incorporated herein and made part of this EULA, and which can be found at http://www.musicchoice.com/content/legal/MC-Android-ThirdPartyLicenses.htm and under the help, notices or about functions of the MC Software.

10.             Indemnification

By accepting the EULA, you agree to indemnify and hold harmless MC, its directors, officers, employees, agents, subsidiaries, affiliates, contractors and other partners with respect to any suits or claims and from any direct, indirect, incidental, special, consequential or exemplary damages arising out of, relating to, or resulting from your downloading, installation and/or use of the MC Software or any other matter relating to the MC Software.

11.             Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL MC’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT OF LICENSING FEES PAID BY YOU TO MC. THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  MC’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS EULA WILL BE LIMITED TO THE GREATER OF ONE DOLLAR (US $1.00) OR THE TOTAL AMOUNT PAID BY YOU FOR THE MC SOFTWARE.

12.             Export Restrictions

This EULA is expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of the MC Software or information about such MC Software which may be imposed from time to time by the government of the United States of America.  You shall not export the MC Software or information about the MC Software without consent of MC and compliance with such laws, regulations, orders or other restrictions.

13.             Applicable Law

This EULA is governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles.  You consent to the jurisdiction of and venue in the State or Federal courts located in the State of Delaware for any dispute relating to the EULA or the MC Software.

 

14.             General 

The EULA constitutes the entire agreement between you and MC regarding the MC Software.  If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this EULA will remain in full force and effect.  You may not assign this EULA, and any assignment of this EULA by you will be null and void.  The following provisions survive termination of this EULA: 3-6 and 10-14.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.