This copy of MusicFolio ("the Software Product") and accompanying documentation is licensed and not sold. This Software Product is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. wethingTONE LLC or its subsidiaries, affiliates, and suppliers (collectively "wethingTONE") own intellectual property rights in the Software Product. The Licensee's ("you" or "your") license to download, use, copy, or change the Software Product is subject to these rights and to all the terms and conditions of this End User License Agreement ("Agreement").
If you do not agree to these Terms, do not install or use the Application.
The following are the terms and conditions on which wethingTONE agrees to provide you with a license to use the Application.
If you have obtained the Application from wethingTONE or one of its authorized business partners or from the Customer and as long as you comply with the Terms, wethingTONE grants you a limited, non-exclusive, non-assignable, non-sub-licensable, nontransferable, revocable, terminable, fee bearing license to use the Application for the internal use of the Customer.
Description of other rights and limitations
You may use the Application on one or more device(s) as authorized by and in the manner permitted by wethingTONE (“Licensed Device(s)”) and you will not violate any of the terms specified under the License or any other applicable policy, if the Application is used on the Licensed Device(s) as per the terms of this License.
You agree that the components of the Application are being licensed to you as a single unit and you shall not separate the components of the Application and install separate components on separate devices without the prior written consent of wethingTONE. It is clarified that installing the Application on more than one device in accordance with Clause 3.1
If the license to use the Application has been granted to you on a subscription basis, your rights to use the Application are limited to the subscription period. If the Customer or you extend your subscription, you may continue using the Application until the end of your extended subscription period.
You will not hide, tamper, alter, amend or in any other manner interfere with all the copyright and other notices on the Application.
You will not intentionally or unintentionally interfere with or violate any applicable law related to the access to or use of the Application, any requirements, procedures, policies or regulations of networks connected to the Application.
You will not disrupt with or interfere with the security of the Application, systems resources, or gain unauthorized access to the Application, servers or networks connected to or accessible through the Application or any affiliated or linked sites. You also agree that you will not make the Application available over a public network or such other network where it could be used by devices not owned and operated by you, without wethingTONE’s prior written consent.
You will not use the Application in any manner that could damage, disable, overburden or impair wethingTONE’s delivery of the Application to you or other users.
You will not violate any applicable laws or regulations for the time being in force in or outside the United States of America in relation to your use of the Application.
You will not (i) work around any technical limitations in the Application or (ii) rent, lease, lend, sell, redistribute the Application or any portion thereof, or (iii) copy, exploit, modify, create any derivative work of, or include in any other software, the Application or any portion thereof, or (iv) either directly or indirectly unbundle or repackage the Application, decompile, disassemble, decipher, reverse engineer, reengineer or otherwise attempt to derive source code or the underlying ideas, algorithms, structure or organization from the Application or directly or indirectly permit any of your employees/personnel to unbundle, repackage, decompile, disassemble, decipher, reverse engineer, re-engineer or otherwise attempt to derive source code or the underlying ideas, algorithms, structure or organization from the Application, except as specifically authorized in writing by wethingTONE.
You will not apply for any copyright, trademark or any intellectual property for any aspect of the Intellectual Property Rights (defined below) relating to the Application.
You will not apply for or use any trademark which is identical with or deceptively similar to any trade name, trademark or service mark of wethingTONE.
Any attempt or breach of the above mentioned restrictions with respect to the Application will amount to a violation of the rights of wethingTONE and its licensors (if any) and may subject you to prosecution and damages.
When installed on your system(s) and/or the Licensed Devices, the Application periodically communicates with wethingTONE’s servers or other third party servers used by wethingTONE. wethingTONE may update the Application on your system(s) and/or the Licensed Devices when a new version is released or when new features are added. These updates occur automatically and wethingTONE also reserves the right to add features or functions to the Application. Notwithstanding the above, wethingTONE has no obligation to make available to you any subsequent versions or new features of the Application.
Retention of Rights by wethingTONE
You acknowledge and agree that all the rights, title and interests in the Application and all the Intellectual Property Rights therein are solely and absolutely owned by wethingTONE and shall continue to vest with wethingTONE during the use of the Application by you as per the terms and conditions of this License.
Nothing in this License provides you with any right, title and interests of license, assignment or ownership in the Application or the Intellectual Property Rights therein, other than as specified expressly under this License and wethingTONE reserves all rights not expressly granted to you under this License.
For the purposes of this License “Intellectual Property Rights” shall mean all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), internet domain names, applications for any of the foregoing, copyright, moral rights, rights in databases, data, source codes, object codes, reports, drawings, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, rights in the nature of unfair competition and the right to sue for passing off and any other rights equivalent to any of the foregoing in any jurisdiction worldwide and any application for registration of the foregoing.
The Application may be offered to you along with other third party software applications. Any such third party application is owned or licensed by a third party and this License does not apply to your use of such other third party application.
wethingTONE uses both third party technologies and internally developed systems for providing you access to and facilitating your use of the Application. These systems may encounter technical or other limitations, and computer and communications hardware systems might experience interruptions. Further, wethingTONE continually enhances and improves these systems in order to accommodate the level of use of the Application. Increased utilization of the Application or providing new features or functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, and delays in reporting accurate information. You agree that wethingTONE shall not be liable to you or to any third party claiming through you, for any such failures contemplated herein.
Disclaimer of Warranties and Limitation of Liability
UNLESS OTHERWISE EXPLICITLY AGREED TO IN WRITING BY WETHINGTONE, WETHINGTONE MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OTHER THAN AS SET FORTH IN THIS AGREEMENT OR IN THE LIMITED WARRANTY DOCUMENTS PROVIDED WITH THE SOFTWARE PRODUCT.
wethingTONE makes no warranty that the Software Product will meet your requirements or operate under your specific conditions of use. wethingTONE makes no warranty that operation of the Software Product will be secure, error free, or free from interruption. YOU MUST DETERMINE WHETHER THE SOFTWARE PRODUCT SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE PRODUCT TO MEET YOUR REQUIREMENTS. WETHINGTONE WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE FOR THE LOSS OF DATA ON ANY COMPUTER OR INFORMATION STORAGE DEVICE.
UNDER NO CIRCUMSTANCES SHALL WETHINGTONE, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, INSTALLATION, OR USE OF THE SOFTWARE PRODUCT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, OR THE NEGLIGENCE OF WETHINGTONE OR ANY OTHER PARTY, EVEN IF WETHINGTONE IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS WETHINGTONE'S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
Indemnity and Limitation of Liability
You agree to defend, indemnify and hold harmless wethingTONE, its affiliates, subsidiaries, affiliate merchants, business partners, and their officers, directors, employees, or agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your download of the Application (if the Application is downloadable); or (ii) your use of the Application; or (ii) your violation of any term of this License or other applicable policies; or (iii) your violation of any third party right, including without limitation any intellectual property right or privacy right.
You must assume the entire risk of using the Application. To the maximum extent permitted by applicable law, in no event shall wethingTONE be liable to you for any personal injury, special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Application or the provision of or the failure to provide support services, even if wethingTONE has been advised of the possibility of such damages. In any case, wethingTONE’s entire liability under any provision of this License shall be limited to the amount actually paid by you or the Customer for use of the Application or US$ 5000, whichever is lower. This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this License.
This license to use the Application will remain effective until the earlier off a) termination by you or the Customer towards the subscription of the Application; and b) if you or the Customer fail to comply with the terms and conditions of this License. In the event of termination of this License, you must permanently stop use of and if so required by wethingTONE, destroy or permanently erase all copies of the Application.
Governing Law, Jurisdiction and Costs
This Agreement is governed by the laws of Virginia, without regard to Virginia's conflict or choice of law provisions.
wethingTONE makes no representation that the content contained in the Application is appropriate or to be used or accessed outside of the United States of America. If you use or access the Application from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of such jurisdiction.
The Application may include confidential information that is valuable to wethingTONE and its licensors (if any). You are not entitled to use or disclose that confidential information in any manner unless you have the prior written consent of wethingTONE.
You agree that wethingTONE may collect and use certain technical data and related information, including but not limited to technical information about your device, system and application software, and the like, that is gathered periodically to facilitate the provision of services, Application updates, support and maintenance services (if any) to you in relation to the Application. You hereby provide wethingTONE with the right to use this information, if need be, to improve the Application, its other products or to provide services to you.
To ensure compliance with this License, you agree that upon reasonable notice, wethingTONE (or its authorized representative) shall have the right to inspect and audit your installation and use of the Application. In the event such audit discloses that the Application is being used in contravention to the License, you will be liable to: (i) pay unpaid license fee (if any) for the remaining period your license, and (ii) pay the costs for the audit. Further, wethingTONE shall be entitled to terminate this License and your license with immediate effect.
wethingTONE may assign this License at any time without notice to you. You may not assign this License to anyone else and any attempt to do so shall be void.
The rights and remedies available under this License may be exercised as often as necessary and are cumulative and not exclusive of rights or remedies provided by law. It may be waived only in writing. Delay in exercising or non-exercise of any such right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.
This License constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
The disclaimer and limited liability of wethingTONE as set out in the License are fundamental elements of the basis of the license granted to you by wethingTONE. You acknowledge and agree that wethingTONE would not otherwise be able to offer services on its present basis without such limitations. This clause shall survive any termination of this License.
Any notices required to be given in writing to wethingTONE or any questions concerning this License should be addressed to wethingTONE, CCL, Attention: Legal Department, Email Address: [email protected] 2221 S Clark Street, 11th Floor, Arlington, VA 22202.
If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.