Entertainment One U.S. LP
This Agreement is effective as of: April 20th, 2016
THIS APPLICATION IS ONLY INTENDED FOR USE BY RESIDENTS OF THE UNITED STATES OF AMERICA (THE "U.S.") AND LEGAL RESIDENTS OF CANADA (EXCLUDING QUEBEC). BY INSTALLING, ACCESSING, DOWNLOADING OR USING THE APPLICATION YOU REPRESENT AND WARRANT THAT: I) YOU ARE A LEGAL U.S. OR CANADIAN RESIDENT (EXCLUDING QUEBEC); II) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD, OR IF YOU ARE A LEGAL RESIDENT OF CANADA (EXCLUDING QUEBEC), YOU ARE THE AGE OF MAJORITY IN YOUR PROVINCE/TERRITORY OF RESIDENCE, IF THAT AGE IS HIGHER THAN EIGHTEEN (18) YEARS OLD AND III) YOU HAVE AGREED TO THIS AGREEMENT. THIS APPLICATION IS NOT INTENDED FOR INSTALLATION, ACCESS, DOWNLOAD OR USE BY RESIDENTS OF QUEBEC.
THIS APPLICATION MAY CONTAIN AUDIO/VISUAL AND OTHER MATERIALS THAT HAVE STRONG LANGUAGE AND LYRICS. THEREFORE, SUCH MATERIALS ON THE APPLICATION SHOULD ONLY BE VIEWED AND LISTENED TO BY ADULTS WHO ARE AT LEAST EIGHTEEN (18) YEARS OLD, OR BY THOSE WHO HAVE REACHED THE AGE OF MAJORITY AS SET BY THEIR PROVINCE/TERRITORY OF RESIDENCE, IF THAT AGE IS HIGHER THAN EIGHTEEN (18) YEARS OLD. GIVEN THE NATURE OF THESE MATERIALS, THEY MAY BE OFFENSIVE TO YOU AND TO OTHERS, AND THEREFORE, IF YOU DECIDE TO VIEW AND/OR LISTEN TO THESE MATERIALS, YOU DO SO AT YOUR OWN RISK AND DISCRETION. YOU MAY ALSO UTILIZE THE ASSISTANCE OF PARENTAL CONTROL PROTECTIONS THAT ARE COMMERCIALLY AVAILABLE TO YOU IN LIMITING ACCESS TO SUCH MATERIALS WHICH MAY BE HARMFUL TO MINORS.
1. License Grant.
Subject to the terms and conditions of this Agreement, Entertainment One grants Licensee a non-exclusive, limited, non-transferable license to use and download on Licensee's Google or Android device that Licensee owns or controls, the Application. The use and download of the Application is solely for Licensee's personal use. Except as set forth herein, no other use, access, copying, display or distribution in any form of the Application, in whole or in part, by Licensee is permitted.
2. Limitations and Restrictions.
While using the Application you will not:
(ii) copy the Application or harvest, collect or use any content on the Application, including without limitation, written material, audio/visual material, videos, music, lyrics, choreography or photographs, for any purpose whatsoever;
(iii) modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;
(iv) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
(v) remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
(vi) remove, impair, disable or otherwise adversely affect the Application or the functionality or operation of the Application, including without limitation, distributing viruses or disabling code, files, programs or any other technologies that may harm Entertainment One, the Application or any other Application user or
(vii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason whatsoever, including without limitation, by making the Application available or accessible to more than one mobile or handheld device, or to any other type of device at any time.
Ownership, and all right, title and interest, including all related intellectual property rights in and to the Application or any part thereof, and in and to any content on the Application, including without limitation, written materials, audio/visual materials, videos, music, lyrics, choreography or photographs, belong exclusively to Entertainment One, the musical artists or groups featured in content accessed through the Application or other third parties. This Agreement does not convey to Licensee any rights of ownership in or related to the Application, or in and to any content on the Application. Entertainment One's name, logos, and the names associated with the Application are trademarks of Entertainment One, the musical artists or groups featured in content accessed through the Application or third parties, and all proprietary rights, including without limitation, patent, copyright, trade secret and trademark rights to the Application, in and to any content on the Application, and in and to any modifications, enhancements and derivatives made to or deriving from the Application are owned by Entertainment One, the musical artists or groups featured in content accessed through the Application or other third parties. Licensee acknowledges that Licensee is granted only a limited right of use of the Application, which right of use is not coupled with an interest and is revocable in accordance with the terms of this Agreement. Licensee agrees not to assert any ownership interest in and to the Application, any content on and/or accessed through the Application or any software used in connection with producing or providing the Application. Licensee agrees that the Application embodies valuable, confidential and trade secret information of Entertainment One.
4. No Endorsement.
Any opinion, view or idea contained in any written materials, audio/visual materials, videos and photographs, or other material published on the Application, is the author's own and does not reflect or represent the views of Entertainment One or any of its parents, employees, affiliates, subsidiaries, licensors, successors, assigns, partners, licensees and agents and each of their respective officers, directors, employees, representatives, licensees and agents (collectively, the "Released Parties"). Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise, or the language, conduct or acts of any party appearing in any audio/visual materials, videos, photographs or other material published on the Application does not constitute or imply any endorsement or recommendation by Entertainment One, or by any of the Released Parties.
5. Withdrawal of the Application.
6. Disclaimers of Warranties; Limitation of Liability.
THE APPLICATION AND THE APPLICATION CONTENT ARE PROVIDED "AS IS". ENTERTAINMENT ONE WILL NOT PROVIDE ANY SERVICE, MAINTENANCE, SUPPORT, UPDATES OR UPGRADES TO THE APPLICATION EXCEPT IN ITS SOLE DISCRETION OR AS REQUIRED BY APPLICABLE LAW.
ENTERTAINMENT ONE AND THE RELEASED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE APPLICATION AND THE APPLICATION CONTENT, THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE APPLICATION AND THE APPLICATION CONTENT, THE RESULTS TO BE OBTAINED FROM USING THE APPLICATION AND THE APPLICATION CONTENT OR THE ABILITY TO INSTALL, DOWNLOAD, ACCESS OR USE THE APPLICATION AND THE APPLICATION CONTENT. ENTERTAINMENT ONE AND THE RELEASED PARTIES SHALL HAVE NO LIABILITY WITH RESPECT TO LICENSEE'S USE OF THE APPLICATION AND THE APPLICATION CONTENT OR ANY INACCURACIES, ERRORS OR OMISSIONS ON THE APPLICATION AND THE APPLICATION CONTENT. ENTERTAINMENT ONE AND THE RELEASED PARTIES DO NOT GUARANTEE OR WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, WITHOUT DELAY, ERROR-FREE, OMISSION-FREE, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. TO THE FULLEST EXTENT ALLOWED BY LAW, ENTERTAINMENT ONE AND THE RELEASED PARTIES HEREBY DISCLAIM ALL WARRANTIES WITH RESPECT TO THE APPLICATION AND THE APPLICATION CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
IN NO EVENT SHALL ENTERTAINMENT ONE OR ANY OF THE RELEASED PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, LIABILITY FOR PERSONAL INJURY, LOSS OF PROFITS, DATA, CONTENT, REPUTATION OR GOODWILL), WITHOUT REGARD TO THE FORM OF ANY ACTION, AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR IF A LICENSEE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES ARISING OUT OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS. IN THE EVENT THAT ENTERTAINMENT ONE AND/OR ANY OF THE RELEASED PARTIES ARE DETERMINED TO HAVE ANY LIABILITY WITH RESPECT TO THE APPLICATION AND/OR THE APPLICATION CONTENT, IN NO EVENT SHALL ENTERTAINMENT ONE'S AND THE RELEASED PARTIES' AGGREGATE LIABILITY TO ANY LICENSEE EXCEED TEN U.S. DOLLARS ($10.00).
TO THE EXTENT THAT THE APPLICATION CONTAINS CONTENT PROVIDED BY THIRD PARTIES, SUCH INFORMATION IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND ENTERTAINMENT ONE AND THE RELEASED PARTIES DO NOT INVESTIGATE THE LEGITIMACY, VALIDITY, ACCURACY AND LEGALITY OF SUCH INFORMATION AND EXPRESSLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY ARISING OUT OF OR RELATED TO ANY THIRD PARTY CONTENT.
BECAUSE SOME STATES AND/OR CANADIAN PROVINCES/TERRITORIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES AND/OR CANADIAN PROVINCES/TERRITORIES LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHER, SOME JURISDICTIONS DO NOT ALLOW FOR THE DISCLAIMER OF WARRANTIES; SO IF AND TO THE EXTENT PROHIBITED BY APPLICABLE LAW, SUCH DISCLAIMER SHALL NOT APPLY TO YOU.
8. Term and Termination.
The term of this Agreement commences when you download/install the Application and acknowledge your acceptance to this Agreement. It will continue in effect until terminated by you or by Entertainment One as set forth in this Section 8.
- You may terminate this Agreement by deleting the Application and all copies from your mobile, handheld or other device.
- Entertainment One may terminate this Agreement at any time without notice to you and in its sole discretion, including without limitation, automatically without notice to you if you violate any of the terms and conditions of this Agreement.
- Upon termination, any and all rights granted to you under this Agreement shall immediately terminate and you must cease all use of the Application, and delete all copies of the Application from your mobile, handheld or other device.
- Termination of this Agreement will not limit any of Entertainment One's rights or remedies at law or equity.
9.1 Governing Law.
Notices will be deemed effective hereunder if in writing, delivered in person, or by e-mail, certified or registered mail, or by FedEx or similar private mail service, to Entertainment One by e-mail at: firstname.lastname@example.org, or by writing to Entertainment One at: Attn: Floodlight/Digital Marketing Department, Entertainment One U.S. LP, 22 Harbor Park Drive, Port Washington, NY 11050, and to Licensee at the email address or other contact information that Licensee provides to Entertainment One (or to such successor addresses as the parties may identify by providing notice in accordance with this Section). Licensee can also contact Entertainment One with respect to questions about the Application or this Agreement by emailing or writing to Entertainment One at the aforementioned email and mailing addresses noted in this Section 9.2.
This Agreement shall be binding upon and inure to the benefit of the parties and their affiliates, heirs, executors, administrators, representatives, successors and assigns. Entertainment One may transfer and assign its rights and obligations under this Agreement to another organization or person(s), but this will not affect any of Licensee's rights and obligations under this Agreement.
9.4 Independent Contractors.
The parties to this Agreement are independent contractors. Neither party is an agent, representative or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
9.5 Amendments, Waivers, Entire Agreement.
9.6 Construction; Headings.
In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect. Headings of paragraphs and sections in this Agreement are for convenience only and should not be given any interpretative effect.
The provisions of Sections 2 through 9 of this Agreement shall survive the termination and expiration of this Agreement.
9.8 Export Laws and Other Applicable Laws.
Licensee agrees to use the Application in accordance with all applicable export and other laws, including, without limitation, United States export controls. Licensee represents and warrants that (i) Licensee is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) Licensee is not listed on any U.S. Government list of prohibited or restricted parties.
9.9 Changes to This Agreement.
Any or all of this Agreement may be changed at any time without notice to you. Your use of or access to our Application immediately after such changes are posted will mean you accept such changes. Therefore, each time you use or access our Application, you should review this Agreement.
We will post our revised Agreement either within our Application, on the Google Play platform, on our website located at: https://popevil.floodlight.media, or elsewhere as we deem necessary.
9.10 Additional Terms With Respect To Google, Inc.
If Licensee is accessing the Application through Google Play by using an Android Device Licensee acknowledges and agrees as follows:
- Licensee's use of Google Play and the Application downloaded or obtained through Google Play is at Licensee's sole risk and discretion. Google Play and the Application is provided "AS IS" and "AS AVAILABLE" without warranty of any kind, to the maximum extent permitted by applicable law.
- Licensee is solely responsible for any damage to its computer system, mobile or other device or loss of data that results from use in connection with Google Play or the downloading or use of the Application.
- Google, Inc. has no responsibility or liability to Licensee with respect to the Application and the content thereof or any consequences resulting therefrom.
- Google, Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
- Google, Inc. is not responsible whatsoever for addressing any complaints of Licensee relating to the Application.
- Licensee has reviewed the Google Play Terms of Service and the Google Play Business and Program Policies and agrees to be bound by and comply with such terms.
- The Android device used to access the Application is owned or controlled by the Licensee.
- Google, Inc. and its subsidiaries and affiliates are third party beneficiaries of this Agreement and upon the Licensee's acceptance of this Agreement, Google, Inc. will have the right (and will be deemed to have accepted the right) to enforce this Agreement against the Licensee as a third party beneficiary thereof.