Last Updated: November 1st, 2011
VEVO APPLICATION FOR XBOX 360
END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND VEVO LLC ("VEVO") STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE “VEVO APPLICATION” (THE “VEVO APP"). PLEASE READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING, INSTALLING AND/OR USING THE VEVO APP, YOU ARE INDICATING THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL AND/OR USE THE VEVO APP.
1. License Grant. Subject to the terms and conditions of this Agreement, VEVO hereby grants to you a limited, non-transferable, non-sublicensable, non-assignable and revocable license to download, install and use the VEVO App solely for your own personal, non-commercial use in the United States, Canada, the United Kingdom and the Republic of Ireland, and each such country’s respective territories and possessions (the “Territory”) (provided that VEVO may amend the Territory pursuant to Section 13 herein) on any Microsoft Xbox 360 game system (“Xbox”) that you own or control. For the avoidance of doubt, the VEVO App is licensed, not sold, to you by VEVO pursuant to and subject to the terms and conditions of this Agreement, and VEVO, its affiliates and licensors reserve all rights not expressly granted to you herein.
2. Restrictions. This Agreement does not allow you to use the VEVO App on any Xbox that you do not own or control, nor to distribute or make the VEVO App available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the VEVO App. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the VEVO App, any updates, or any part thereof. Any attempt to do so is a violation of the rights of VEVO, its affiliates and licensors. If you breach this restriction, you may be subject to prosecution and damages. The terms and conditions of the Agreement will govern any upgrades provided by VEVO that replace and/or supplement the original VEVO App, unless such upgrade is accompanied by or references a separate license in which case the terms of that license agreement will govern.
4. Termination. This Agreement is effective until terminated by you or VEVO. Your rights under the license granted herein will terminate automatically without notice from VEVO if you fail to comply with any terms or conditions of this Agreement. Upon termination of this Agreement, you shall cease all use of the VEVO App, and destroy all copies, full or partial, thereof.
5. Services; Third Party Materials. The VEVO App may enable access to VEVO’s, its affiliates’ and other third parties’ services, audio/visual content, advertising, web sites, platforms and other materials (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms of service. You understand that by using any of the Services, you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, you agree to use the Services at your sole risk and that neither VEVO nor its affiliates shall have any liability to you for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party platforms (e.g., websites, etc.). By using the Services, you acknowledge and agree that neither VEVO nor its affiliates are 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 platforms. VEVO 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 third party Services, Third Party Materials or platforms, or for any other materials, products or services of third parties. Third Party Materials and links to other platforms are provided solely as a convenience to you. Neither VEVO, its affiliates nor any of its content or service providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of any information, data, materials or content displayed or made available by, or in connection with, any Services.
You agree that the Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including, without limitation, patent, trademark and copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and you shall not exploit the Services in any unauthorized way whatsoever, including, without limitation, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that neither VEVO nor its affiliates is in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that you may receive as a result of using any of the Services.
In addition, third-party Services and Third Party Materials that may be accessed from, displayed on or linked to from the VEVO App are not available in all languages or in all countries. Neither VEVO nor its affiliates make any representations that such Services and Third Party Materials are appropriate or available for use in any particular location. To the extent you choose to access such Services or Third Party Materials, you do so at your own initiative and are responsible for compliance with any applicable laws, rules and regulations.
6. Proprietary Rights. VEVO, its affiliates and/or their respective licensors own all right, title and interest in and to the VEVO App and the Services, including, without limitation, all intellectual and proprietary rights appurtenant thereto, and, except for the limited license granted to you herein, nothing in this Agreement shall be construed to restrict, transfer, convey, encumber, alter, impair or otherwise adversely affect VEVO’s, its affiliates’ and/or their respective licensors’ ownership or proprietary rights therein or any other VEVO’s, its affiliates’ and/or their licensors’ information, processes, methodologies, products, goods, services, or materials, tangible or intangible, in any form and in any medium.
7. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE VEVO APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT OF THE VEVO APP IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE VEVO APP AND ANY SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL BUGS AND FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VEVO, ITS AFFILIATES AND LICENSORS, SUPPLIERS, OPERATORS, PARTNERS, SERVICE PROVIDERS, ADVERTISERS AND OTHER AFFILIATED PARTIES AND EACH OF THE FOREGOING PARTIES’ RESPECTIVE AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (HEREINAFTER ALL OF THE FOREGOING PARTIES SHALL COLLECTIVELY BE REFERRED TO AS THE “VEVO PARTIES”), HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE VEVO APP AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, OF TITLE, AND OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NONE OF THE VEVO PARTIES WARRANT THAT THE FUNCTIONS OR SERVICES CONTAINED IN, ACCESSED FROM, PERFORMED BY, DISPLAYED ON, LINKED TO/FROM, OR PROVIDED BY, THE VEVO APP WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE VEVO APP OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE VEVO APP OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VEVO, ITS AFFILIATES OR ANY OF THEIR RESPECTIVE AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE VEVO APP OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
8. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL THE VEVO PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, WHETHER DIRECT, INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR YOUR USE OF OR ACCESS TO OR INABILITY TO USE OR ACCESS THE VEVO APP OR ANY SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS, USE OR RE-DOWNLOAD THE VEVO APP MORE THAN THREE MONTHS AFTER THE INITIAL DOWNLOAD OF SAME), HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), WHETHER OR NOT THE VEVO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Indemnification. You agree to indemnify, defend, and hold the VEVO Parties harmless against any and all claims, demands, actions, losses, damages, costs and expenses (including reasonable attorneys' fees), arising out of or relating to (i) any breach or violation of this Agreement, (ii) the infringement, misappropriation or any violation of the rights of any other party, (iii) the violation or non-compliance with any applicable law, rule or regulation, and (iv) any use, alteration or export of the VEVO App (or any component thereof) in violation of this Agreement. VEVO reserves the right to assume, at its own expense, the exclusive defense and control of any claims or actions and all negotiations for its settlement or compromise, and you agree to fully cooperate with us upon our request.
10. Export Restrictions. You may not use or otherwise export or re-export the VEVO App except as authorized by United States law and the laws of the jurisdiction in which the VEVO App was obtained. In particular, but without limitation, the VEVO App may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) 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 VEVO App, 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.
11. Commercial Items. The VEVO App and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
12. No Guarantee of Continued Use or Availability. VEVO and its affiliates reserve the right to modify, update, supplement, limit, discontinue, remove or disable access to the VEVO App and/or any Services without notice to you and neither VEVO, its affiliates, nor its licensors shall be liable to you or any third party should it exercise such rights. From time to time, VEVO may make available updates or upgrades to the VEVO App via software download or other means. Such download may occur automatically without the need for any act on your part, or it may require you to manually download an update or upgrade through the same source from which the VEVO App was originally downloaded. Certain functions of the VEVO App may be modified or discontinued as a result of any such update or upgrade, or may not be available if you have not downloaded all updates and upgrades made available by VEVO.
13. Changes to the Agreement. VEVO may make changes to this Agreement, at any time and from time to time, by notifying you of the change, including, without limitation, by including notice within or on the VEVO App, Services or by other electronic means, and a new copy of this Agreement shall be made available within or on the VEVO App or Services, as applicable. By using the VEVO App and/or any Services after such changes are made to the Agreement, you signify that you agree to be bound by and comply with such changes and VEVO will treat your use as acceptance of the changed provisions. Any questions, complaints or claims with respect to the VEVO App should be directed to: http://www.vevo.com/.
14. Governing Law; Interpretation; and Miscellaneous. To the extent not prohibited by law, you agree (i) that this Agreement and all disputes, claims, actions, suits or other proceedings arising hereunder shall be governed by, and construed in accordance with, the substantive law of the State of New York applicable to contracts wholly made and to be performed within the State of New York, (ii) to irrevocably submit to the sole and exclusive jurisdiction of the courts of New York State and the Federal courts of the Southern District of New York, situated in the City, County and State of New York, and (iii) to irrevocably consent to the exercise of personal jurisdiction by such courts and waive any right to plead, claim or allege that New York is an inconvenient forum. You may not assign your rights under this Agreement without VEVO’s prior written permission and any attempt by you to do so shall be void. Any provision of this Agreement, which by its nature must survive the termination of this Agreement in order to give effect to its meaning, shall survive termination. No failure or delay by VEVO, its affiliates or licensors to exercise any right or enforce any obligation shall impair or be construed as a waiver or ongoing waiver of that or any or other right or power. If any provision of this Agreement is held to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall be unimpaired and remain in full force and effect.