TERMS OF SERVICE
This is a legal agreement (the Agreement) between you and GoDigital Records, LLC (“GODIGITAL”), the developer of the AdShare software and service. This Agreement pertains to your use of the AdShare software, technology, programs, documentation and updates which are provided to you by AdShare (collectively, the “Software”). This Agreement also pertains to the services that are available to you by using the Software (the “Services”). Please carefully read the terms and conditions below. By installing, copying or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, GODIGITAL is unwilling to license the SOFTWARE PRODUCT to you.
This Agreement grants you a personal, non-exclusive, non-transferable, non-sublicensable right to use one copy of the Software for your own personal use on a single computer and/or workstation. If the licensee is an entity and not a natural person, then the agreement grants entity non-exclusive, non-transferable, non-sublicensable right to use one copy of the Software for use on entity’s computers and/or workstations. GODIGITAL reserves all rights in the Software not expressly granted herein, including without limitation ownership and proprietary rights.
You may not reproduce or distribute the Software for any purpose whatsoever. Without limiting the foregoing, you may not copy the Software to any server or location for reproduction or distribution. You may not reverse engineer, decompile or disassemble the Software. The restrictions contained herein apply equally to any updates that may be provided to you by GODIGITAL.
INTELLECTUAL PROPERTY RIGHTS AND THIRD PARTY MATERIALS
All service marks, logos, trade names, trade dress, and trademarks of GODIGITAL (collectively Marks) are the exclusive property of GODIGITAL and nothing in this Agreement shall grant you the license to use such Marks. All intellectual property rights in the Software and Services, including without limitation all computer code, audio, graphics, multimedia, images, sounds, and text incorporated into the Software or Services, are owned exclusively by GODIGITAL and are protected by United States of America copyright laws and international copyright treaty provisions. Any violation of the terms set forth herein is expressly prohibited by law and may result in severe civil and criminal penalties.
THIRD PARTY AGREEMENTS
Certain software, or portions thereof, included in the Software are subject to the terms and conditions of open source license agreements and other third party agreements (collectively, “Third Party Agreements”) which contain terms that may expand (or restrict) your and/or third parties’ rights to use certain portions of the Software (collectively, “Third Party Software”). The Third Party Agreements may permit you and/or third parties to copy, modify, redistribute and have access to the source code of the Third Party Software portions of the Software. Notwithstanding anything in this Agreement, to the extent the terms and conditions of the Third Party Agreement are inconsistent with or contradictory to the terms and conditions of this Agreement, then the terms and conditions of the Third Party Agreements shall prevail and control, only insofar as they apply to any Third Party Software included within the Software. Nothing in this section shall permit you or any third party to use any GODITIAL trademark in connection with exercising the rights granted under the Third Party Agreements.
DISCLAIMER OF WARRANTIES
ALL SERVICES AND SOFTWARE PROVIDED BY GODIGITAL ARE PROVIDED AS IS. GODIGITAL AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, OR EMPLOYEES MAKE NO WARRANTY TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, COMPLETENESS, OR FITNESS FOR A PARTICULAR USE OR PURPOSE AS TO THE SERVICES OR SOFTWARE PROVIDED TO YOU, OR AS TO ANY OTHER MATTER, ALL SUCH WARRANTIES HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE OR SERVICES.
NEITHER GODIGITAL NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, OR EMPLOYEES WARRANTS THAT THE SOFTWARE OR SERVICES WILL BE FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING OR DESTRUCTIVE BY NATURE AND YOU ARE RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT AS WELL AS PROTECTION FROM SUCH VIRUSES OR OTHER CODE THAT MAY CONTAMINATE OR DESTROY YOUR SYSTEM OR DATA.
NEITHER GODIGITAL NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, OR EMPLOYEES WARRANTS THAT THE SOFTWARE OR SERVICES ARE ERROR FREE OR WILL OPERATE WITHOUT PACKET LOSS OR INTERRUPTION, NOR DOES GODIGITAL WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET. GODIGITAL MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR AS TO THE QUALITY OF THE CALL.
LIMITATION OF LIABILITY
IN NO EVENT SHALL GODIGITAL, ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, NETWORK SERVICE PROVIDERS, PARTNERS, OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY RESPECT FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OF GODIGITAL SERVICES OR SOFTWARE INCLUDING WITHOUT LIMITATION ANY ACTUAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHATSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THIS AGREEMENT, TO THE SERVICES PROVIDED BY GODIGITAL OR TO THE USE OF THE SOFTWARE. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO ANY THIRD PARTIES WITH WHOM GODIGITAL ENTERS INTO A BINDING AGREEMENT TO MARKET, DISPLAY AND/OR DISTRIBUTE THE SOFTWARE TO END USERS AND SUCH THIRD PARTIES SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY OF THE DAMAGES SET FORTH ABOVE.
You agree to indemnify and hold GODIGITAL, its officers, directors, employees, agents, shareholders, licensors, suppliers, and any third party distributors harmless from and against any and all damages, losses, costs including attorney fees and expenses resulting from any violation by you of this Agreement or asserted by any third party due to or arising out of your use of or conduct with respect to the Software or Services.
GODIGITAL reserves the right to terminate this Agreement and your use of the Software and Services at any time and for any reason or no reason at all. You may terminate this Agreement at any time simply be ceasing to use the Software and Services. The provisions contained herein shall survive termination of this Agreement.
EXPORT CONTROL LAWS
The export and re-export of GODIGITAL Software and other materials are controlled by the export laws and regulations of United States, as they may be amended from time to time. Accordingly, you certify that you are aware of and will comply with all applicable export rules and regulations, including the responsibility to obtain a license for the export or re-export of the Software and other materials to any destination requiring such a license.
In addition, neither the Software nor Services may be exported or re-exported to Cuba, Iran, Libya, Sudan, or any other country to which the United States prohibits the export of goods, technology, or services or to nationals of those countries, wherever located. Moreover, neither the Software nor Services may be distributed to persons on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals maintained by the U.S. government. By downloading the Software, you are certifying that you are not a national of one of the above-listed countries or of any other country to which the United States embargoes goods, services, or technology and that you are not a person on the Table of Denial Orders, the Entity List, or the List of Specially Designated Nationals.
JURISDICTION AND OTHER PROVISIONS
This Agreement and the relationship between GODIGITAL and you shall be governed in accordance with the laws of the State of California. Any dispute between you and GODIGITAL regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts in the State of California. You agree to submit to exclusive jurisdiction in the State of California, and you expressly waive all defenses to jurisdiction.
This Agreement is the entire agreement between you and GODIGITAL relating to your use of the Software or Services and supersedes any other communications or advertising with respect to the Software and Services. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. GODIGITAL failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. GODIGITAL may assign its rights and duties under this Agreement to any party at any time without notice to you.
MODIFICATIONS OF AGREEMENT
GODIGITAL may modify this Agreement at any time without providing notice to you. Such modification will be made by posting a revised agreement on its web site and such modification shall be deemed effective immediately upon posting of the modified Agreement. Your continued access or use of the Software or Services shall be deemed your acceptance of the modified Agreement. You agree to check our web site periodically to review such modifications.
TERMINATION OR MODIFICATIONS OF SOFTWARE OR SERVICES
GODIGITAL reserves the right to terminate or modify the Software or Services at any time without providing notice to you. GODIGITAL right to modify the Software or Services applies to all or any aspect of the Software or Services, including, without limitation, changes to the pricing of the Services and/or limitations on the duration of calls. Your continued access or use of the Software or Services shall be deemed your acceptance of such modifications. You agree to check our web site periodically to review such modifications.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND THAT, BY USING THE SOFTWARE, OR ANY OTHER GODIGITAL SERVICES, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.