End User License Agreement
RECITE CMS END USER LICENSE AGREEMENT
VERSION 1.2, 26 FEBRUARY 2010
IMPORTANT INFORMATION - PLEASE READ CAREFULLY: THIS RECITE CMS END USER LICENSE AGREEMENT ("LICENSE AGREEMENT") IS THE LEGAL AGREEMENT BETWEEN YOUR (EITHER AN INDIVIDUAL OR AN ENTITY) AND RECITE MEDIA PTY LTD (ACN 126 048 708) ("RECITE MEDIA") FOR RECITE MEDIA'S PROPRIETARY RECITE CMS SOFTWARE, ADD-ON PACKAGES AND ALL APPLICABLE DOCUMENTATION ("SOFTWARE"). BY DOWNLOADING, COPYING, INSTALLING THE SOFTWARE, AND/OR BY OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. WE RECOMMEND THAT YOU KEEP A COPY OF THIS LICENSE AGREEMENT FOR YOUR RECORDS.
1. License. Recite Media grants a non-exclusive, non-transferable license to the User to use the Software in respect of creating, managing and updating web pages accessible on the Internet. The User may apply for a developer or unrestricted license key for publishing their web site ("Permitted Use") using the Software. Each license key is valid for a single Internet domain (with and without the "www." prefix). The User acknowledges that certain add-on packages may require a separate license key. License keys may be transferred to a different domain at the request of the User and at the discretion of Recite Media.
1.1. Unrestricted License Keys. The User may acquire an unrestricted license key for the Software (and certain add-on packages). This license key is valid for the current major-version of the Software. There is no expiry date on an unrestricted license key.
1.2. Developer License Keys. The User may acquire a development-only license key for the Software (and certain add-on packages). This license key is to be used only in the development and testing phase of building a web site. Development license keys may not be used for live/production web sites. Recite Media reserves to right to: (i) indicate use of a developer license on the web site; and (ii) put an expiry date on a developer license.
2. Documentation and Support. Recite Media will provide documentation and manuals for the purpose of support. In addition, Recite Media will offer non-priority email-based support to the User. Recite Media reserves the right to sell priority support (email and telephone-based).
3. Restrictions on Use. You may not: (i) copy, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software; (ii) except as permitted herein, rent, lease or transfer the Software or rights to use it; (iii) delete or modify any attributions, legal notices or other proprietary designations or labels on the Software, or on any third-party software/material; and (iv) use the Software by itself or conjunction with any other products to infringe upon any third party's right, including without limitation third party's intellectual property rights, to invade users' privacy in anyway way. Any such forbidden uses shall immediately and automatically terminate your license to use the Software, without derogating form any other remedies available to Recite Media at law or in equity. Recite Media may but it not obligated to conduct random checks to ensure your compliance with the foregoing restrictions.
4. Title and Ownership. You acknowledge and agree that the Software, including any revisions, corrections, modifications, enhancements and/or upgrades thereto, accompanying materials, and any copies you are permitted to make under this License Agreement are own by Recite Media or its licensors or suppliers, and are protected under copyright laws and treaties. Your further acknowledge and agree that all right, title, and interest in and to the Software, including associated intellectual property rights (including, without limitation, any patents (registered or pending), copyrights, trade secrets, trademarks, etc.), evidenced by or embodied in and/or attached/connected/related to the Software (including, without limitation, the code), are and shall remain owned solely by Recite Media and/or its licensors. This Agreement does not convey to you any interested in or to the Software, but only a limited, revocable right of use in accordance with the terms of the License Agreement. Nothing in this License Agreement constitutes a waiver or Recite Media's intellectual property rights under any law.
5. Open Source Code. You acknowledge that various open source code components are included in the Software ("Open Source Code(s)"). Such Open Source Codes are licensed under the terms of applicable open source license agreements in the materials relating to such code. The Open Source Code is composed of individual software components, each of which has its own copyright and its own applicable license conditions which shall apply respectively notwithstanding and provision in this License Agreement to the contrary. Recite Media is not liable for any losses or damages which may occur resulting from the use of any third party code.
6. Upgrades. At Recite Media's sole discretion Recite Media may notify you through a patch process, or by email, or web site posting of such updates or upgrades available for download. Some updates/upgrades may be optional and some may be mandatory in order to operate the Software. Any upgrades that impact privacy of users or result in changes to the License Agreement will require your acceptance.
7. Compliance With Law. This Software is intended for use only in compliance with the applicable law and only with properly licensed media and content. You undertake to use the Software only for its Permitted Use in accordance with all applicable laws and only to the extent you have right, license and/or other permission for.
8. Privacy Policy
8.1. The Information We Collect. In order to download the Software the User must first register personal details (such as their name and email address) with Recite Media. Recite Media may collect non-identifiable information from the User at the User's discretion in order to diagnose Software errors. When buying a license for the Software or add-on package, the User must provide the name of the license holder and their domain name.
8.2. Use of Information. Recite Media uses User registration information for providing communication related to Recite Media's services of the Software such as marketing materials, notices about updates, new features and support related issues. In accordance with Section 3 Recite Media may use the domain name information collected to verify a valid license key is being used. Recite Media may use non-identifiable information for diagnosing Software errors. Recite Media does not share, distribute, sell or rent any of your personal information with/to third parties, except in the following circumstances: (i) if the information is required by law or in legal process; and (ii) in the event of assignment under merger and/or acquisition transaction.
9. Changes to Software or License Agreement. Recite Media may change, suspend or discontinue any aspect of the Software or related services at any time. Recite Media may also impose limits on certain features or restrict your access to parts or all of the Software without notice or liability. Recite Media reserves the right, at its sole and absolute discretion, to change, modify, add to or delete any of the terms and conditions of this License Agreement at any time. Material changes will be disclosed to you through a patch process, by email, or through web site posting. Except for material changes to this License Agreement which shall be subject to your specific acceptance, your continued use of the Software, following any revision of the Software or this License Agreement, constitutes your complete and irrevocable acceptance of any and all such changes.
10. Warranty Disclaimer. The Software and any of Recite Media's services are provided on an "as is" basis, without warranty of any kind. The maximum extent permitted by applicable law, Recite Media disclaims all warranties; including without limitation any implied warranties or merchantability, fitness for a particular purpose, and non-infringement. The entire risk arising out of the use of performance of the Software remains with you. Moreover, Recite Media is not responsible for any problems or technical malfunction of any network or lines, computer systems or equipment, servers, providers, software, or any failure due to technical problems including any injury or damage to any user or to any personal computer related to or resulting from download or use of the Software.
11. Exclusion of Consequential Damages. Under no circumstances and under no legal theory (tort, contract, or otherwise), shall Recite Media be liable to you or any other person for any indirect, special, incidental, or consequential damages of any type including, without limitation, damages for loss of goodwill, business interruption, computer failure or malfunction, loss of business profits, loss of data or business information, or any and all other commercial damages or losses.
12. Limitation of Liability. In no event shall Recite Media's cumulative liability to your or any other third party for any loss or damages exceed the total amount paid by the User to Recite Media for the licenses of the Software. The parties acknowledge that this limitation of liability is an essential basis of the bargain between the parties and in its absence the economic terms offered by Recite Media would be substantially different or Recite Media would not have agreed to grant the Licence. In no circumstances will Recite Media's liability for any number of claims exceed in total the amounts stated in this clause.
13. Immediate Termination. Without prejudice to any other rights, this License Agreement and your right to use this Software automatically terminates if you fail to comply with any material provision of this License Agreement. Recite Media may terminate this License Agreement at any time with or without prior notice. You may terminate this license at any time by stopping your use thereof.
14. Miscellaneous. This License Agreement shall constitute the complete and exclusive agreement between Recite Media and may be amended only in writing. RECITE MEDIA'S ACCEPTANCE OF YOUR USE OF THE SOFTWARE, IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN. If any provision of this License Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. Failure of Recite Media to enforce any rights or to take action against you in the event of any breach hereunder shall not be deemed a waiver of such rights or of subsequent actions in the event of future breaches. In the event of dispute between the parties hereto concerning this License Agreement, any and all legal costs, and reasonable attorney's fees, incurred by the prevailing party in connection with such dispute, shall be paid by the non-prevailing party.
