Software License Agreement For MyTime Plugins
MELIAN LABS INC. ("MELIAN LABS", "COMPANY", OR "WE") IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”).
This is a legal agreement between you (either an individual end-user or an entity) and Melian Labs with respect to your access and Use of Melian Labs' proprietary software (as updated or upgraded from timeto-time and including any third party software made available in conjunction with such software), content, Documentation and information (collectively, the “Software”) and any other such service provided by Melian Labs (and collectively with the Software, the “Service” as used herein). For purposes of this Agreement, the term “Documentation” shall mean the documentation, in either electronic or printed format, provided with the Software, and the term “Use” shall mean the storing, loading, installing, executing, connecting to the Services, or displaying; or making copies incident to the foregoing actions. You must accept all of the terms, conditions, and notices contained in this Agreement, without modification, in order to access and/or use the Service. By using this Software, you are agreeing to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not access or use the Software or the Service, and you must promptly cancel the installation of the Software, or if you have downloaded the Software from the web site owned and operated by Melian Labs (the “Website”)(currently accessible at www.MyTime.com), then you must stop using the Software and destroy any copies of the Software in your possession or control.
AS DESCRIBED BELOW, BY USING THE SOFTWARE YOU EXPRESSLY CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION FOR INTERNET-SPECIFIC SERVICES (AS DEFINED BELOW) AND TO CERTAIN AUTOMATIC UPDATES, SELF-RESTARTS, AND DATA ACCESS SET FURTH IN SECTION 6 BELOW.
1. MODIFICATIONS OF THIS AGREEMENT
Melian Labs may, in its sole discretion, modify portions of this Agreement at any time, and any such changes shall be effective immediately upon posting on the Website at http://www.MyTime.com/policies/license. Melian Labs may notify you of any changes by posting notice of such modifications on the Website or sending notice via e-mail, postal mail or other means. Your continued use of the Software following notice of such modifications shall be deemed to be your acceptance of any such modifications to the Agreement. If you do not agree to any such modifications, you must immediately stop using the Software and destroy all copies of the Software in your possession or control.
Melian Labs is not obligated to provide any maintenance, support, updates or improvements to the Service. However, if Melian Labs, in its sole discretion, updates or improves the Service, this Agreement shall apply to any such updates and improvements unless expressly noted otherwise. Any maintenance, support, updates or improvements offered by Melian Labs will be in accordance with Melian Labs' standard support polices and may be terminated at any time at our sole discretion.
3. OWNERSHIP; GRANT OF LICENSE
The Software is licensed, not sold, to you for use only under the terms and conditions of this Agreement, and Melian Labs reserves all rights not expressly granted to you in this Agreement. Melian Labs and/or its licensors retain title to (i) the Software and any copies thereof, (ii) any and all ideas, suggestions, or feedback relating to the Software, and (iii) any all intellectual property rights therein.
3.2 Grant of License
Subject to the terms and conditions of this Agreement, Melian Labs and its suppliers grant you a nonexclusive, personal, revocable, non-transferable license to use a copy of the Software only and solely in connection with the Service in accordance with this Agreement. No other rights are granted. The Software is in use if it is loaded on the computer's permanent or temporary memory. Installation on a network server for the sole purpose of your internal distribution of the Software is permitted only if you have purchased an individual Software license for each networked computer to which the Software is distributed.
4. USER REPRESENTATION
YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE THE SOFTWARE IN CONJUNCTION WITH OR THROUGH SERVICES IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SOFTWARE. You hereby agree and shall assume all responsibility for electronic delivery, installation, and operation of the Software and access to and Use of the Service, including without limitation, necessary hardware and software, transaction costs, installation charges, risk of loss, use charges, taxes, transfer charges, like costs and associated taxes. You agree to bear the risk of liability or damage associated with electronic delivery, including without limitation the risk of viruses, errors, or data loss.
The Software contains copyrighted material, trade secrets, and other proprietary materials of Melian Labs and its licensors. You agree that in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (i) decompile, disassemble or reverse engineer the Software; (ii) modify or create derivative works of the Software; (iii) use the Software in any manner to provide service bureau, commercial timesharing or other computer services to third parties; (iv) transmit the Software or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (v) sell, distribute, rent, lease, sublicense or otherwise transfer the Software to a third party; (vi) use the Service to advertise or offer to buy or sell any goods or services, or to run a business or commercial entity; or (vii) use components of the Software to run applications not running on the Software.
YOU MAY ONLY USE THE SOFTWARE OR AUTHORIZED THIRD-PARTY SOFTWARE TO ACCESS AND/OR USE THE SERVICE. You may not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service. You may not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with Melian Labs. You may not use any software or hardware that reduces the number of users directly accessing or using the Service (sometimes called 'multiplexing' or 'pooling' software or hardware).
CONSENT FOR INTERNET-SPECIFIC SERVICES
Certain features of the Service connect to Melian Labs or service provider computer systems over the Internet (such features, the “Internet-Specific Services”). You will not receive a separate notice when these features connect. By using the Service or the Software, you hereby expressly consent to the transmission and use of this information as set forth herein. The Internet-Specific Services use Internet protocols, which send to the appropriate systems computer information, such as your Internet protocol address, the type of operating system, browser and name and version of the Software you are using, and the language code of the device where you installed the Software.
Melian Labs does not use the information to identify or contact you. Melian Labs uses this information to make other features and services available to you. Melian Labs may use the computer information to improve the Service, including, but not limited to, the Software and the InternetSpecific Services. We may also share such non-personal information with others, such as hardware and software vendors. They may use the information to improve how their products run with the Service.
CONSENT FOR AUTO-UPDATES AND SELF-RESTARTS
From time to time, Melian Labs may issue updates for the Software. In addition, in the event an error occurs that compromises the ability of the Software to operate properly, the Software may close and restart itself. You may not receive a separate notice or prompt when such updates and/or restarts occur. By installing the Software and using the Service or the Software, you hereby expressly consent to (a) the automatic update of the Software without further notice or consent and (b) the automatic restart of the Software without further notice or consent.
CONSENT TO ACCESS CALENDAR PROGRAMS AND SOFTWARE
The Software is designed to interact with certain calendaring programs and software (e.g., Microsoft Outlook, Apple iCal, etc.)(the “Calendaring Program”), read entries from such Calendaring Program, write certain entries to such Calendaring Program, and sync such entries to your online account with the Services. By installing the Software and using the Service or the Software, you hereby expressly consent to the accessing, revising, updating, and syncing of your Calendaring Programs by the Software and through the Services.
This Agreement is effective until terminated. Upon any violation of any of the provisions of this Agreement, rights to use the Software shall automatically terminate immediately and the Software must be returned to Melian Labs and all copies of the Software destroyed. You may also terminate this Agreement at any time by destroying all copies of the Software in your possession or control. Your license to use the Software with the Service may also terminate if Melian Labs, in its sole discretion, modifies the Service to no longer support such Software. If Melian Labs makes a request via public announcement or press release to stop using the copies of the Software, you will comply immediately with this request. The provisions of paragraphs 1, 2, 3a, 4, 5, and 7 through 14 will survive any termination of this Agreement.
8. DISCLAIMER OF WARRANTY
MELIAN LABS PROVIDES THE SERVICE AND THE SOFTWARE "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. MELIAN LABS, ITS AFFILIATES, ITS RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (COLLECTIVELY, THE "MELIAN LABS PARTIES") MAKE NO WARRANTIES. THE MELIAN LABS PARTIES DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT; (2) WARRANTIES ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE; AND (3) WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS AGREEMENT. MELIAN LABS MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON; AND (4) ANY WARRANTIES OF NON-INTERFERENCE OR ACCURACY OF INFORMATIONAL CONTENT. NO MELIAN LABS DEALER, AGENT, OR STAFF MEMBER IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS WARRANTY.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
9. LIMITATION OF LIABILITY
IN NO EVENT WILL MELIAN LABS OR ITS SUPPLIERS BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS, LOSS OF INFORMATION OR DATA, OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF, BASED ON OR RESULTING FROM, IN ANY WAY, THIS AGREEMENT OR YOUR USE OF ANY MELIAN LABS PRODUCT OR SERVICE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, WITH THE DELAY OR INABILITY TO USE THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, OR SERVICES OBTAINED THROUGH THE SERVICE OR THE SOFTWARE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE OR THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MELIAN LABSOR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO CASE SHALL MELIAN LABS'S AND ITS SUPPLIERS' TOTAL LIABILITY EXCEED THE ACTUAL MONEY PAID FOR THE MELIAN LABS PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.
You agree to indemnify and hold Melian Labs, its officers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services, the violation of this Agreement by you, or the infringement by you, or other user of the Services using your computer or identity, of any intellectual property or other right of any person or entity.
11. U.S. GOVERNMENT RESTRICTED RIGHTS
Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202- 1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988) FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.
12. EXPORT LAW ASSURANCES
You agree and certify that neither the Software nor any other technical data received from Melian Labs will be exported outside the United States except as authorized and as permitted by the laws and regulations of the United States. If you have rightfully obtained the Software outside of the United States, you agree that you will not re-export the Software nor any other technical data received from Melian Labs, except as permitted by the laws and regulations of the United States and the laws and regulations of the jurisdiction in which you obtained the Software.
13. AGENTS AND THIRD PARTY PURCHASERS
If you are acquiring the Software on behalf of another person or entity, you represent and warrant that you have the authority to bind the party or entity for which you are acquiring the Software to the terms and conditions of this Agreement.
14. GENERAL TERMS AND CONDITIONS
This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without regard to or application of its choice of law rules or principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of courts in San Mateo County, California, U.S.A. in all disputes arising out of or relating to the use of the Service. YOU AND MELIAN LABS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the use of the Software and supersedes all prior or contemporaneous understandings, communications or agreements, written or oral, regarding such subject matter. You may not transfer or assign this Agreement or the Software without Melian Labs' prior written consent.
ALL SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAWS AND INTERNATIONAL TREATY PROVISIONS. ANY UNAUTHORIZED REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS EXPRESSLY PROHIBITED BY LAW, AND MAY RESULT IN SEVERE CIVIL AND CRIMINAL PENALTIES.