Tunevine.com

 

SHARED DIGITAL NETWORKS INC – Tunevine^tm

SUBSCRIPTION SERVICE AND SOFTWARE LICENSE AGREEMENT

 

PLEASE READ THE FOLLOWING LEGAL AGREEMENT ("AGREEMENT") CAREFULLY BEFORE YOU DOWNLOAD AND/OR INSTALL THE SOFTWARE.

 

YOUR RIGHT TO USE THE SHARED DIGITAL NETWORKS INC ("SHARED DIGITAL NETWORKS") SOFTWARE (THE "SOFTWARE") AND THE RELATED SERVICE ("SERVICE") IS SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE "I ACCEPT" BUTTON, YOU ARE CONSENTING TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK ON THE "I DISAGREE" BUTTON AND THE INSTALLATION PROCESS WILL NOT CONTINUE AND YOU WILL NOT BE ABLE TO SUBSCRIBE TO THE SERVICE.

 

1. Description. Shared Digital Networks provides the Service to you to allow you to access your digital content remotely from a variety of mobile computing devices through the use of the Software. Shared Digital Networks reserves the right to modify this Agreement and/or the Service and may discontinue or revise any or all other aspects of the Service at any time. Once you subscribe to the Service, you shall receive a password and user name for your account. You are solely and entirely responsible for maintaining the confidentiality of your password. Furthermore, you are solely and entirely responsible for any and all activities which occur under your account. You agree to immediately notify Shared Digital Networks of any unauthorized use of your account or any other breach of security known to you.

 

2. Grant of License. Subject to the terms and conditions of this Agreement, Shared Digital Networks grants to you a non-exclusive, non-transferable right to (i) use the Software on your personal computer and (ii) use all electronic or written user guides, manuals, literature, drawings, materials and other documentation for and related to the Software generally made available by Shared Digital Networks to end users ("Documentation"), solely during the term of this Agreement.

 

3. Ownership and Restrictions. This Agreement does not constitute a sale of the Software or any copy of the Software. An express condition of this Agreement is that Shared Digital Networks and its licensors retain all worldwide ownership of and rights, title and interest in and to the Software, and all copies and portions thereof, the Service and the Documentation, including without limitation, all copyrights, moral rights, trademark rights, trade secret rights and other proprietary rights therein and thereto, regardless of the form or media in or on which the Software, the Service, the Documentation or copies may exist.

 

You may make one (1) copy of the Software solely for backup purposes. You must reproduce and include the copyright, trademark and proprietary notices on the backup copy. Shared Digital Networks reserves all rights not expressly granted to you. This Software and the use of the Service and the Documentation are licensed only to you and may not be transferred to anyone without the prior written consent of Shared Digital Networks. Any authorized transferee of the Software shall agree in writing to be bound by the terms and conditions of this Agreement. In no event may you loan, rent, time-share, sublicense, assign, transfer lease, sell or otherwise dispose of the Software on a temporary or permanent basis except as expressly provided herein. This Agreement shall benefit Shared Digital Networks and its successors and assigns. You may not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works from the Software. All logos and product names appearing on or in connection with the Software or the Service, and any other materials provided with the Software, if any, are proprietary to Shared Digital Networks or its licensors and/or suppliers. You agree never to remove any proprietary notices or product identification labels from the Software or the Documentation, if applicable. You agree to use the Software and the Service in a manner consistent with any and all applicable laws and regulations and you agree that Shared Digital Networks shall have no duty to and shall not investigate your use of the Software and the Service or right to use the Software and the Service. You agree to indemnify Shared Digital Networks against any claims that your use of the Software and/or the Service violates the rights of any third party or any applicable laws and/or regulations of any jurisdictions, except to the extent the Software infringes any patent, copyright or trade secret of a third party.

 

4. Fees. Currently, the Service is offered to you at no cost. However, Shared Digital Networks reserves the right to charge for this service at any time in the future. In the event that Shared Digital Networks does decide to charge for the service, you will be notified in advance and will be asked if you wish to continue your account with us. If you agree to use our service, you will need to agree to use the Service in accordance with the terms and conditions of the Agreement at that time. Shared Digital Networks reserves the right at any time to change its billing methods, effective thirty (30) days after Shared Digital Networks posts such changes at www.shareddigital.com/fees.

 

5. Support. Shared Digital Networks will provide you with limited on-line support for the Software during Shared Digital Networks's regular business hours, available by email at This email address is being protected from spam bots, you need Javascript enabled to view it ("On-Line Support"). On-Line Support is available to assist you with limited inquiries related to Software installation and Service operation. On-Line Support is provided to you free of charge and Shared Digital Networks makes no warranties or representations regarding the availability, accuracy or response time of such On-Line Support. Additional information regarding the Software and the Service is available on-line at Shared Digital Networks's knowledge base accessed from within the product interface.

 

6. Content. You acknowledge and agree that the Software and the Service enable you to personally access digital content that you have stored on your personal computer or regularly accesses on the web. You further acknowledge and agree that it is your sole responsibility to determine that you have all rights necessary under Copyright law to store and view the selected digital content through the use of the Software and the Service, and to ensure that you use the Software and the Service in compliance with any and all restrictions placed on your use of such digital content, whether such restrictions are imposed by the applicable content owners or by your service providers.

 

7. Limited Warranty. Shared Digital Networks WARRANTS THAT FOR A PERIOD OF NINETY (90) DAYS FROM INSTALLATION, THE SOFTWARE, WHEN USED PROPERLY, WILL SUBSTANTIALLY CONFORM WITH THE SPECIFICATIONS DESCRIBED IN THE DOCUMENTATION. EXCEPT FOR THE LIMITED WARRANTY STATED IN THE PRIOR SENTENCE, THE SOFTWARE AND THE SERVICE, ANY DOCUMENTATION, ARE PROVIDED "AS IS" WITHOUT ADDITIONAL WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Shared Digital Networks, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THIS WARRANTY IS VOID IF FAILURE OF THE SOFTWARE HAS RESULTED FROM ACCIDENT, ABUSE OR MISREPRESENTATION.

 

EXCEPT AS PROVIDED ABOVE, Shared Digital Networks DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS THAT THE SOFTWARE OR THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE(S), INCLUDING BUT NOT LIMITED TO, WIRELESS DEVICE(S) AND COMPUTER SYSTEM(S) OR THE LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. Shared Digital Networks IS NOT RESPONSIBLE FOR INTERMITTENT OUTAGES OF THE SERVICE, PROBLEMS WITH YOUR DEVICES OR YOUR WIRELESS COVERAGE.

 

8. Remedies. Shared Digital Networks'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY BREACH OF THE WARRANTY STATED IN SECTION 7 SHALL BE, AT Shared Digital Networks'S OPTION, EITHER TO REPAIR OR REPLACE THE SOFTWARE WHICH DOES NOT CONFORM WITH THE WARRANTY. THIS REMEDY IS SUBJECT TO YOUR FULL COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU MUST NOTIFY Shared Digital Networks WITHIN NINETY (90) DAYS OF INSTALLING THE SOFTWARE OF ANY DEFECT IN ORDER TO RECEIVE THE REMEDIES STATED ABOVE. THESE REMEDIES ARE YOUR SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE LIMITED WARRANTY.

 

9. Limitation of Liability. IN NO EVENT WILL Shared Digital Networks OR ITS AFFILIATES, SUPPLIERS, LICENSEES, DISTRIBUTORS, AND/OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, COVER, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE, THE DOCUMENTATION, OR RELATED ON-LINE SUPPORT OR OTHER TECHNICAL SUPPORT, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA OR TRANSMISSIONS, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, OR COMPUTER PROGRAMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL LIABILITY OF Shared Digital Networks AND ITS AFFILIATES, SUPPLIERS, AND/OR LICENSORS EXCEED THE AMOUNT PAID BY YOU FOR THE SUBSCRIPTION TO USE THE SERVICE. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, Shared Digital Networks'S NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

THE SECTIONS ON LIMITATION OF LIABILITY, WARRANTIES AND DISCLAIMER OF WARRANTIES ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OF THE SUBSCRIPTION FEES AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF THIS AGREEMENT OR ANY REMEDY HEREUNDER.

 

10. Indemnity. You shall indemnify Shared Digital Networks, its employees and agents from and against all costs, claims, demands, expenses, fines, penalties and liabilities whatsoever which may be made against, sustained, paid or incurred by Shared Digital Networks, its employees or agents as a direct or indirect result of your breach of this Agreement, negligence, breach of statutory duty or other act or omission.

 

It is your responsibility to ascertain whether any copyright or other licenses for use of content are necessary and to obtain any such licenses. You agree to copy, distribute, display, and modify only those materials which you have the necessary permission to use. You agree to hold harmless and indemnify SDN and its subsidiaries, affiliates, and their respective officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Shared Digital Software, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, SDN will provide you with written notice of such claim, suit or action.

 

 

11. No Export. If you are a resident of the United States, you acknowledge and agree that the goods, software, and technology subject to this Agreement are subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations ("EAR"), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. You will comply with these laws and regulations. You shall not, without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to this Agreement, either directly or indirectly, to any country subject to a U.S. trade embargo (currently Cuba, Iran, Libya, North Korea, Sudan, and Syria) or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. In addition, any software or any technology subject to this Agreement may not be exported, reexported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.

 

12. Non-Commercial Use Only. Shared Digital Software is made available to you for your non-commercial use only. This means that you may use it at work or at home, but you first need to obtain SDN's permission if you want to sell the Shared Digital Software or any information, services, or software associated with or derived from the Shared Digital Software, or if you want to modify, copy (except as explicitly provided below), license, or create derivative works from the Shared Digital Software (collectively, “Commercial Use”).

 

In the event that you would like to use the Shared Digital Software for Commercial Use, please contact us requesting permission for such Commercial Use (and detailing the specific type of Commercial Use requested) at http://www.shareddigital.com/support. You may not use the Shared Digital Software in any manner that could damage, disable, overburden, or impair SDN’s services (e.g., you may not use the Shared Digital Software in an automated manner), nor may you use Shared Digital Software in any manner that could interfere with any other party's use and enjoyment of SDN's products or services.

 

13. Term And Termination. This Agreement is effective on the date you download or install the Software and (i) with respect to the use of the Software, unless earlier terminated, continues for the duration of Shared Digital Networks's Copyright in the Software, and (ii) with respect to the Service, unless earlier terminated, continues for the duration of the initial subscription period that you have selected and paid for (the "Initial Service Term"). Upon expiration of the Initial Service Term and any successive terms, this Agreement shall automatically renew for a period equal in duration to the Initial Service Term (each a "Renewal Service Term"). You will be charged for the Subscription Fees for the applicable Renewal Service Term as described in Section 4 above. You may elect not to renew this Agreement for any Renewal Term by providing written notice to Shared Digital Networks at least thirty (30) days prior to the expiration of the then-current term.

 

This Agreement will terminate automatically without notice from Shared Digital Networks if you fail to comply with any provision of this Agreement. You may terminate this Agreement at any time by destroying all copies of the Software. Upon termination of this Agreement for any reason, you agree to destroy all copies of the Software. If you are subscribed to the Service at the time of termination, you will remain responsible for the Subscription Fees for the remainder of the Initial Service Term or the then-current Renewal Service Term, as applicable. Upon termination there will be no refund of any monies or other consideration paid by you. The following Sections shall survive termination of this Agreement for any reason: 3, 9, 10, 11, 12, 13, 14 and 15.

 

14. Choice Of Law. This Agreement shall be governed and construed in accordance with the laws of Canada and the Province of Ontario as applied to agreements entered into and to be performed entirely within Ontario between Ontario residents. This Agreement shall be deemed to have been made and entered into in Middlesex County, Ontario. The parties hereby submit to the non-exclusive jurisdiction of, and waive any venue objections in any litigation arising out of or in connection with the Agreement. The parties expressly disclaim application of the United Nations Convention on Contracts for the International Sale of Goods.

 

15. Privacy Policy. Your use of the Service is governed by the Shared Digital Networks Privacy Policy that is available at www.shareddigital.com/privacy.html.

 

16. Miscellaneous. You acknowledge that you have read this Agreement, understand it and agree to be bound by its terms and conditions. You also agree that this Agreement is the complete and exclusive statement of agreement between the parties and supersedes all proposals or prior or contemporaneous oral or written agreements and any other communications between the parties relating to the subject matter of the Agreement. No waiver of any right under this Agreement shall be deemed effective unless contained in writing and signed by a duly authorized representative of Shared Digital Networks, and no waiver of any past or present right arising from any breach or failure to perform shall be deemed to be a waiver of any future right arising under this Agreement. If any provision in this Agreement is invalid or unenforceable, that provision shall be reformed to the maximum extent allowed by law to reflect the same economic effect as the invalid or unenforceable provision, and the other provisions of this Agreement shall remain in full force and effect. Except for the obligation to pay Subscription Fees, a party's performance under this Agreement is excused if that party is unable to perform under this Agreement due to an event beyond its reasonable control, including without limitation, natural disasters, labor unrest, governmental restrictions, and the like. You shall be responsible for payment of all taxes and duties due pursuant to this Agreement. The section headings appearing in this Agreement are for the convenience of the parties and do not define or limit the scope or intent of such sections. No modification of this Agreement shall be binding unless it is in writing and signed by authorized representatives of both parties. The English language will be the controlling language of this Agreement. All communications and notices given pursuant to this Agreement will be in the English language. Should you have any questions concerning this Agreement, please contact Shared Digital Networks in writing at the address given below:

 

Shared Digital Networks Inc.

1652 Stoneybrook Crescent

London, Ontario Canada

N5X1E2