Enhanced TV EULA
Music Choice EULA June 6, 2018
(Music Choice Enhanced Television Application a/k/a MC ETV)
This End User License Agreement ("EULA") is a binding legal agreement between you, as an individual or entity, and Music Choice ("MC"). By using the Music Choice Enhanced Television Application available on your television ("MC Software"), you agree to be bound by the terms of this EULA, together with all updates, additional terms, software licenses, and policies including the MC Terms of Use and Privacy Policy, collectively. If you do not agree to the EULA, do not use the MC Software. Please note that access to MC products and services via MC's website or your mobile device are subject to separate end user license agreements and/or terms of use, each of which are referenced in MC's Privacy Policy noted below. You also agree that this EULA is incorporated by reference into the MC Terms of Use noted below. Please read this EULA carefully before using the MC Software. You agree that use of the MC Software signifies that you have read, understood, and agree to be bound by the EULA.
The MC Software is provided to you under this EULA solely for your private, non-commercial use. Use of the MC Software or of the MC content, information, functionality or any other services accessible via the MC Software for any other purpose is not permitted.
1. Description of MC Software
The MC Software is a software application that enables you to access certain MC services including MC audio channels, MC's music video library available on an on-demand basis, one or more video channels, and related features as determined by MC, directly from a television(s) owned and controlled by you ("Device").
2. MC Software License
MC hereby grants you, subject to the terms and conditions of this EULA, a limited, non-exclusive, non-transferable, personal license solely to access and use the MC Software in legally authorized jurisdictions (i.e., the United States of America) for your own personal use strictly in accordance with the terms and conditions of this EULA, the MC Terms of Use, which can be found at http://www.musicchoice.com/content/legal/TermsOfUse.htm , and all applicable local, national, and international laws and regulations. You represent, warrant and agree that you are using the MC Software solely for your own personal use and not for redistribution or transfer of any kind.
3. Ownership of MC Software
You acknowledge and agree that the MC Software, any copies thereof (including without limitation any copy that you download, install, or use on your Device), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of MC. Title, ownership and all rights in and to the MC Software shall remain with MC. MC is the licensor of the MC Software and no other person or entity is a party to this EULA, including without limitation any entity operating a website or similar marketplace from which you discover or otherwise obtain access to the MC Software (e.g., Amazon, the Apple Store, your cable or telco television provider, etc.).
All right, title and interest in and to the MC Software and any and all copies thereof (including without limitation any and all titles, computer code, technology, themes, objects, catch phrases, locations, concepts, artwork, music, etc.) are owned by MC or its licensors. Such licensors are third party beneficiaries of this agreement with the right to enforce their rights against you if you violate this agreement. Except for those rights expressly granted in this EULA, you are not granted any rights in or to the MC Software by implication, estoppel or other legal theory, and all rights in and to the MC Software not expressly granted in this EULA are hereby reserved and retained by MC. MC, the MC logo, and other related logos, product and service names, service marks, graphics, designs and slogans used in connection with the MC Software are trademarks of MC ("MC Trademarks"). You are not granted any right or license with respect to the MC Trademarks, and you agree not to display or use these trademarks in any manner without MC's prior, written permission.
4. Limitations on Use of MC Software and Restrictions
You understand and agree that you shall only use the MC Software in a manner that complies with any and all applicable laws in the jurisdictions in which you use the MC Software. Your use shall be in accordance with applicable restrictions concerning privacy and intellectual property rights. MC does not allow you to use the MC Software on any product that you do not own or control, and you may not distribute or make the MC Software available over a network where it could be used by multiple devices not owned or controlled by you at the same time. You are not permitted to: (i) create derivative works based on the MC Software; (ii) use the MC Software for any purpose other than as described in this EULA; (iii) copy or reproduce the MC Software except as described in this EULA; (iv) sell, assign, license, disclose, distribute or otherwise transfer or make available the MC Software or any copies of the MC Software in any form to any third parties; (v) modify, alter, translate, decompile, reverse assemble or reverse engineer the MC Software, or attempt to do any of the foregoing; or (vi) remove or alter any proprietary notices or marks on the MC Software. Any attempt to do so is a violation of the rights of MC and its licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms of the license set forth in this agreement will govern any updates or upgrades provided by MC that replace and/or supplement the original product or service, unless such update or upgrade is accompanied by a separate license in which case the terms of that license will govern.
5. Personal Information and Privacy
We may ask you to provide certain information about you from time to time during your use of the MC Software. All personal information that you provide to us will be governed by the MC Privacy Policy, which is available at http://www.musicchoice.com/content/legal/PrivacyPolicy.htm . The MC Software may also automatically collect certain information regarding your use of the MC Software and the content you access via the MC Software. See the MC Privacy Policy for more detailed information regarding such information collection. By choosing to use the MC Software, you indicate your understanding and acceptance of the MC Privacy Policy. MC may use such information, as long as it is in a form that does not personally identify you, to improve its products or to provide services or technologies to you. You understand and agree that MC may disclose information: if required or permitted to do so by law or in the good faith belief that such disclosure is reasonably necessary to comply with legal process or a search warrant served on us; to detect, suppress or prevent fraud; to enforce the terms of this EULA; to investigate or prevent actual or suspected loss or harms to persons or property, to an organization in the breach of an agreement or contravention of law; or to protect the rights, property, or safety of MC, its users, or the public.
6. No Warranty
EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW, MC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MC SOFTWARE WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SOFTWARE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE MC SOFTWARE IS FULLY COMPATIBLE WITH ANY PARTICULAR PLATFORM. THE MC SOFTWARE IS OFFERED ON AN "AS-IS" BASIS AND NO WARRANTY OR CONDITION, EITHER EXPRESS OR IMPLIED, IS GIVEN. TO THE EXTENT PERMITTED BY APPLIABLE ALW, MC EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS SO THEY MAY NOT APPLY TO YOU.
7. Updates and Upgrades
You are entitled to receive updates or upgrades to MC Software when and as MC publishes them via its electronic bulletin board system, website or through other online services. The MC Software may also automatically download and install updates or upgrades from time to time. Updates and upgrades may involve the collection of personal information (as described in the Privacy Policy or as separately outlined at the time of installation) or cause your Device system to automatically communicate with MC's servers to identify whether updates to the MC Software or content are available or to be installed on your computer system. You agree to receive MC Software updates and upgrades (and permit MC to install these on your Device system) automatically through the Internet without obtaining further consent each time as part of your use of the Sites (as defined in the Terms of Use). MC may, at its discretion, add, modify, or remove features from the MC Software at any time with or without notice to you. You can withdraw your consent at any time under certain conditions by contacting us at policy@musicchoice.com. We will not be responsible if an update or upgrade affects how your Device works if this is caused by your own equipment.
The MC Software also uses content that is automatically updated from time to time, including but not limited to IP white lists and website sign in protocols. This updated content is primarily designed to improve the security of the MC Software. You agree to receive updated content (and permit MC to install such updated content). You shall have the right to receive content updates for the MC Software during the period for which you have downloaded the MC Software. If the MC Software is removed from your Device, you have no further rights to receive any MC Software or content updates without the acquisition of a new license.
8. Right to Terminate or Modify MC Software
MC reserves the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the MC Software (or any copy thereof) at any time without notice and will have no liability for doing so. MC may modify this EULA with notice to you either in email or by publishing notice on the MC website. In the event MC modifies the MC Software or the EULA, you may terminate this EULA and cease use of the MC Software. MC may terminate the EULA at any time, with or without notice.
9. U.S. Government Restricted Rights
The MC Software and any accompanying documentation are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in subparagraph (c)(1)(iii) of DFARS 252.227-7013 (The Rights in Technical Data and Computer Software) or subparagraphs(c)(1) and (2) of 48 CFR 52.227-19 (the Commercial Computer Software - Restricted Rights), as applicable.
10. Third Party and Open Source Software
The MC Software contains and is provided together with third party and open source software ("Third Party Materials"). Each item of third party and open source software is subject to its own applicable license terms, which are incorporated herein and made part of this EULA, and which can be found at http://www.musicchoice.com/content/legal/MC-ETV-ThirdPartyLicenses.htm
By using the MC Software, you acknowledge and agree that MC is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. MC does not warrant or endorse and does not assume and will not have any liability or responsibility to you or any other person for any MC Software, Third Party Materials or web sites, or for any other materials, products, or services of third parties to the fullest extent permitted by local applicable law. Third Party Materials and links to other web sites are provided solely as a convenience to you.
To the extent you choose to access such Third Party Materials, you do so at your own initiative and risk and you are solely responsible for compliance with any applicable laws, including but not limited to applicable local laws. You are also solely responsible for compliance with the rules and/or policies of any Third Party Materials. MC, and its licensors, reserve the right to change, suspend, remove, or disable access to any services at any time without notice. In no event will MC be liable for the removal of or disabling of access to any such services or Third Party Materials. MC may also impose limits on the use of or access to certain services, in any case and without notice or liability.
11. Limitation of Liability
EXCEPT WHERE AND TO THE EXTENT PROHIBITED BY LAW, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). IN NO EVENT WILL MC'S AGGREGATE ENTIRE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THIS EULA, EXCEED THE GREATER OF THE AMOUNT OF LICENSING FEES PAID BY YOU TO MC (IF AND AS APPLICABLE) OR ONE DOLLAR (US $1.00). THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
NOTE THAT THE LIMITATIONS IN THIS "LIMITATION OF LIABILITY" SECTION ARE NOT APPLICABLE TO NEW JERSEY RESIDENTS.
12. Export Restrictions
This EULA is expressly made subject to any laws, regulations, orders or other restrictions on the export from the United States of America of the MC Software or information about such MC Software which may be imposed from time to time by the government of the United States of America. You agree to comply with all applicable U.S. import and export control laws, including, but not limited to, the Export Administration Regulations and the economic sanctions programs implemented by the Treasury Department's Office of Foreign Assets Control related to your use of the License Application. You shall not use or directly or indirectly export, re-export, transfer or release the MC Software or information about the MC Software without consent of MC and compliance with such laws, regulations, orders or other restrictions. In particular, but without limitation, the MC Software may not be exported, or re-exported, transferred or released (a) into any country or region U.S. embargoed by the U.S. or national therein countries 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 MC Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
13. Applicable Law
This EULA is governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of laws principles.
14. General
The EULA, together with the Privacy Policy and Terms of Use, constitutes the entire agreement between you and MC regarding the MC Software. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this EULA will remain in full force and effect. You may not assign this EULA, and any assignment of this EULA by you will be null and void. The following provisions survive termination of this EULA: 3-6 and 10-14.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.