PLEASE READ THIS LICENSE CAREFULLY BEFORE YOU USE THE SOFTWARE. BY USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT DOWNLOAD OR USE THE SOFTWARE.
1. Grant of License. Bogas Productions ("Licensor") grants to you ("Licensee") a non-exclusive, non-transferable license, free of any compensation to Licensor, to use, display, and copy, in object code form only, the computer programs licensed by Licensor and the related documentation materials (the "Software"). Licensors grant to Licensee is subject to the terms and conditions of this License Agreement (the "License"). Licensor reserves all rights not expressly granted by this License. The Software is the property of Licensor and no title to or ownership in the Software is hereby transferred from Licensor to Licensee.
2. Use and Transfer. This License is personal to the Licensee. Licensee may use, display, and copy the Software only as expressly authorized herein. Licensee may (a) use the Software and (b) make copies of the Software. Licensee may not, without the express written consent of Licensor: (a) rent, lease, or loan any copies of the Software to any third party or over a network, (b) modify the Software or prepare any derivative work(s) of the Software, (c) attempt to decompile, disassemble, or reverse engineer the Software, or (d) grant a sublicense of or concerning the Software to any third party.
3. Copy Restrictions. The Software is copyrighted. Licensee represents and warrants that it shall not remove, delete, or in any way alter or modify Licensors copyright notice(s) contained in the Software.
4. Licensees Representations and Warranties. Licensee shall defend at its sole expense, and shall indemnify Licensor against, any claim filed against Licensor or damages suffered by Licensor, to the extent that such claim or damages are based upon (a) use of the Software in combination with computer programs and/or equipment not provided by Licensor or (b) a breach of any representation and warranty made by Licensee pursuant to this License.
5. EXCLUSION OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE SHALL MEET LICENSEES REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE.
6. LIMITATION OF LIABILITY. IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF THE USE , INABILITY TO USE, OR OPERATION OF THE SOFTWARE, WHETHER IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER SERVES AS A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS LICENSE. THE MAXIMUM AMOUNT OF LICENSOR'S LIABILITY PURSUANT TO THIS LICENSE SHALL BE THE AMOUNT, IF ANY, PAID BY LICENSEE TO LICENSOR. LICENSEE ACKNOWLEDGES THAT LICENSEE HAS PAID NO COMPENSATION TO LICENSOR IN EXCHANGE FOR THE SOFTWARE.
7. Termination. This License shall commence on the date the Software is downloaded by Licensee and shall remain in effect unless terminated pursuant to this Section. Licensor may terminate this License upon thirty (30) days prior written notice to Licensee in the event of material breach by Licensee so long as such material breach has not been cured during the thirty (30) day notice period. If the material breach is uncured at the end of said notice period, this License may be terminated and Licensor may pursue any and all rights and remedies that it has under this License or otherwise.
(a) Governing Law.
This License shall be governed by and enforced in accordance with the laws of the State of
(b) Severability. If any provision of this License is determined to be illegal or unenforceable, it shall be stricken from this License, and all other provisions shall remain in full force and effect.
(c) Integration. This License is the complete and exclusive expression of the understanding between the parties relating to the subject matter of this License. It supersedes any and all prior and contemporaneous, oral and written, communications relating to the subject matter of this License.
(d) Assignability. This License shall be binding upon, and inure to the benefit of, successors in interest to, and permitted assigns of, both parties. Neither party shall assign, transfer, or sell any of its rights pursuant to this License, or delegate any of its duties pursuant to this License, without the express prior written consent of the other party. Any attempted assignment, transfer, sale, or delegation in derogation of this Section shall be void.
(e) Waiver. The failure of either party to require performance of any provision of this License shall not be construed as a waiver of its rights to insist on performance of that same provision, or any other provision, at some other time. No right or breach may be waived except in writing signed by both parties. The waiver by either party of any right created by this License in one or more instances shall not be construed as a further continuing waiver of such right or any other right created by this License.
(f) Modification. This License may not be modified or amended except by a written document signed by both parties.
(g) Dispute Resolution. This License shall be governed by and construed in accordance with the laws of the State of California. Any dispute by either party arising out of or relating to this License shall be finally settled by binding arbitration in San Francisco, California, or such other place as the parties may mutually agree, under the Rules of the American Arbitration Association (the "AAA"), by one (1) or more arbitrators reasonably familiar with the technology and business covered by this License, appointed by mutual agreement of the parties. If the parties cannot agree upon an arbitrator, then each shall appoint one (1) arbitrator and the two (2) arbitrators shall select a third (3rd) arbitrator. If the arbitrators selected by the parties cannot agree upon the choice of a third (3rd) arbitrator within ten (10) days after their nomination, then the third (3rd) arbitrator shall be appointed by the AAA. The arbitrators shall apply California law to the merits of any dispute or claim. The decision of the arbitrators shall be final and binding upon the parties, shall not be subject to appeal, and shall address the issues of costs of the arbitration and all matters relating to such arbitration. Judgment on the award entered by the arbitrators may be entered in any court having jurisdiction thereof and neither party shall sue the other party except for enforcement of the arbitrators decision.
(h) Notices. All notices provided pursuant to this License shall be delivered by personal delivery, overnight courier, facsimile, or electronic mail, and shall be deemed effective on the date on which delivery to the intended recipient of the notice was accomplished.