This End User License Agreement (“License”) is between you (both the individual installing the Program and any single legal entity for which the individual is acting) (“You” or “Your”) and SyncTV Corporation (“SyncTV”).
VIEWING, DOWNLOADING AND/OR USING THE SOFTWARE MEANS THAT YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT AND ACCEPT ALL OF THE TERMS OF THIS LICENSE. PERMISSION TO USE THE SOFTWARE IS EXPRESSLY CONDITIONED ON YOUR FOLLOWING THESE TERMS. WRITTEN OR ELECTRONIC APPROVAL IS NOT REQUIRED TO MAKE THIS LICENSE VALID AND ENFORCEABLE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, YOU ARE NOT AUTHORIZED TO USE THE SOFTWARE. The terms of this License cover any Software fixes, updates and upgrades as well unless accompanied by new, superseding or supplemental license terms. This Software enables access to SyncTV purchase, subscription and rental content for use in the United States, depending on the content, and conditioned upon accepting additional terms of service and sale.
1. DEFINITIONS
1.1 “Documentation” means help content made generally available by SyncTV to aid in using the Software.
1.2 “Software” means the SyncTV application licensed to You under these terms by SyncTV.
2. LIMITED LICENSE
2.1 Acceptance. You agree to the use of electronic communications to enter into contracts and conduct transactions through SyncTV and to the electronic delivery of notices and policies. You agree to waive any rights or requirements under any applicable laws or regulations that require an original signature, whether electronic or non-electronic, or delivery or retention of non-electronic records, to the extent permitted such laws and regulations.
2.2 Authorized Use. SyncTV grants You a limited, non-exclusive, non-transferable, royalty-free license (without the right to sublicense) to install and use the Software on a single computer owned by You solely for use with SyncTV (“Authorized Use”).
2.3 Restrictions. You will not copy or use the Software or Documentation except as expressly permitted by this License. You will not copy, distribute, transfer, sublicense, rent, lease, lend or sell the Software. You will not modify or reverse engineer the Software and then only after You have notified SyncTV in writing of Your intended activities. You will not use any type of bot, spider, virus, worm, software lock, drop dead device, packet-sniffer, Trojan horse or similar malicious code or instruction(s) designed to provide unauthorized access to or damage the Software or its ability to communicate and function, nor will You attempt to hack the Software. You will not use the Software in any way that violates any applicable local, state, national or international law or governmental regulation. You will stop all use of the Software and uninstall it if SyncTV terminates this License for any reason. Finally, You will not use the Software for any non-personal or commercial purposes or for the benefit of any third party.
2.4 Ownership. No right, title or interest in the Software and Documentation is granted or transferred under this License. You agree that You do not acquire any rights, express or implied, beyond the limited license in Section 2.1.
2.5 Corrections; No Support. While SyncTV may choose to make corrections to the Software available, SyncTV is not obligated to provide any such corrections or any support, maintenance or updates of the Software or Documentation.
2.6 Restricted Rights Legend. If You are using the Software for or on behalf of the United States of America, its agencies and/or instrumentalities (“U.S. Government”), the Software is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph ©(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs ©(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is SyncTV Corporation, 955 Stewart Drive, Sunnyvale, California, 94085.
2.7 Export Restrictions. You may not use or otherwise export or re-export the Software except as authorized by United States law. In particular, but without limitation, the Apple Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria), or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Software, You represent and warrant that You are not located in, under control of, or a national or resident of any such country or on any such list.
2.8 AVC STANDARD. THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL AND NONCOMMERCIAL USE OF A CONSUMER TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL AND NON-COMMERCIAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM
2.9 Reserved Rights; Updates. SyncTV reserves all rights not expressly granted in this License and may modify this License at any time by providing you the updated License or posting it on the SyncTV website. Your continued use of the Software will indicate your acceptance to be bound by the terms and conditions of the updated License.
3. NO WARRANTY. SYNCTV AND ITS LICENSORS PROVIDE, AND YOU AGREE TO ACCEPT, THE SOFTWARE AND DOCUMENTATION “AS-IS” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. SYNCTV CORPORATION, ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE OR NON-INFRINGEMENT, OR THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. THIS DISCLAIMER CANNOT BE MODIFIED EXCEPT BY A SUPERSEDING OR SUPPLEMENTARY END USER LICENSE AGREEMENT ISSUED BY SYNCTV. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.
4. LICENSE BREACH. You agree that any breach of the restrictions in this License would cause SyncTV irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which SyncTV may be entitled, You agree that SyncTV may seek specific performance of this License and/or injunctive relief to prevent the actual, threatened or continued breach of these License terms.
5. TERMINATION. This License is effective until terminated. Your rights under this License will terminate automatically and immediately if You breach any provision. If SyncTV terminates this License or the License terminates automatically due to Your breach, You will stop using the Software and Documentation and destroy all copies in Your possession. Sections 2.1, 2.3, 2.4, 2.7, 2.8, 3, 4 and 6 will continue in effect after this License’s termination.
6. GENERAL TERMS.
6.1 Choice of Law; Court Location; Time Limit. This License and all matters arising out of it are governed by the laws of the State of California, except for any choice of law rules, as applied to agreements entered into and to be performed entirely within California. You irrevocably consent to jurisdiction and venue exclusively in the state and federal courts sitting in Santa Clara County, California, for any controversy, claim or dispute. Application of the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded. You further agree not to bring claims on a representative, class member basis, or as a private attorney general, and not to bring any claims under this License unless asserted by you in the forum required by this paragraph no later than one year following the date that your claim or cause of action arose. In the event of any suit or other proceeding with respect to the subject matter hereof, the prevailing party will be entitled to recover reasonable attorneys’ fees in addition to such other relief as the court may award.
6.2 Limitation of Liability. TO THE EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT SYNCTV CORPORATION, ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS WILL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY IN CONNECTION WITH THIS LICENSE OR ITS SUBJECT MATTER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, HOWEVER CAUSED AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE TOTAL LIABILITY OF SYNCTV, INC., ITS LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, SHAREHOLDERS AND CONTRACTORS TO YOU, UNDER ANY THEORY OF RECOVERY, FOR ALL DAMAGES EXCEED $10.00.
6.3 Severability and Waiver. If any provision of this License is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severed and deleted from this License, and the remainder will continue in full force and effect. The waiver by either of us of any default or breach of this License will not waive any other or subsequent default or breach.
6.4 No Assignment. You may not assign, sell, delegate or otherwise transfer this License or any rights or obligations under it, without SyncTV’s prior written consent.
6.5 Entire Agreement. This License constitutes the entire agreement between You and SyncTV with respect to the Software and Documentation. This License may not be modified or amended without SyncTV’s prior and express written consent, and no other act, document, usage or custom will be deemed to amend or modify this License.