BMG DIGITAL CONTENT END USER LICENSE AGREEMENT
This CD contains digital music files and related content (Digital Content) as a bonus for you, the End User (End User or you). Access to the Digital Content requires digital keys that are downloaded to your computer system via a secure digital key delivery system. Your acceptance of this End User License Agreement (Agreement or EULA) is required for these digital keys to be downloaded and for you to use the bonus Digital Content. At your option you may copy the digital content to your computer system. This audio compact disc utilizes MediaMax technology by SunnComm to deliver enhanced features to your computer. In order to properly utilize this CD on your computer, it is necessary to install a small software program on your computer hard drive. At no time will any information provided by you in connection with the installation of the software system be collected about you or your computer. If you do not agree to all of these terms and conditions you must select the .I do not accept the terms of the agreement. button on your screen and not download the digital content and software.
PLEASE READ CAREFULLY:
This Digital Content End User License Agreement is a legal agreement between you and BMG. Upon your acceptance of the terms and conditions of this Agreement, BMG hereby grants to you a non-exclusive, non-transferable license to use the Digital Content solely in accordance with this Agreement. By licensing and using the Digital Content, you agree that:
I. The Digital Content is for your personal, non-commercial use only;
II. You will not reverse engineer, decompile, disassemble or otherwise tamper with or modify the Digital Content; and
III. You will comply with and will not circumvent or attempt to circumvent the BUSINESS RULES (as defined below) or any technology designed to enforce the BUSINESS RULES.
YOUR ACCEPTANCE OF THIS AGREEMENT MUST BE CONFIRMED BY SELECTING THE .I ACCEPT THE TERMS OF THE AGREEMENT. BUTTON ON YOUR SCREEN PRIOR TO DOWNLOADING THE DIGITAL KEYS. THESE DIGITAL KEYS ARE REQUIRED TO ENABLE YOU TO USE THE DIGITAL CONTENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT YOU MUST CLICK THE .I DO NOT ACCEPT THE TERMS OF THE AGREEMENT. BUTTON ON YOUR SCREEN AND NOT DOWNLOAD THE DIGITAL KEYS AND NOT USE THE DIGITAL CONTENT.
1. BUSINESS RULES:
1.1. Digital Content System: You may only download the Digital Keys to a personal computer designated for your private use and use Digital Content on software players (Compliant Software) and portable devices (Compliant Device) (collectively, Digital Content Systems) that are:
1.1.1. Compatible with the technology used to deliver and secure the Digital Content (including encryption, decryption, compression, decompression, file format, etc.).
1.1.2. Compliant with BMG's Digital Content security requirements. Most Digital Content Systems will inform you in the event that it does not meet the systems and software requirements herein mentioned.
1.2. Your rights to use the Digital Content are conditioned on your ownership of a license to use and possession of the original Compact Disc (CD) media and are terminated in the event you no longer own or possess the original CD media.
1.3. Except as expressly provided herein, you shall not copy, modify, reproduce, sell, distribute or otherwise transfer the Digital Content. You may not reverse engineer, decompile, translate, adapt or disassemble the Digital Content or the software contained in it and/or on this CD.
1.4. You acknowledge that duplication of the original Compact Disc (CD) is a violation of copyrights not only to the Digital Content, but to proprietary software that is included on the CD for, among other things, authentication and security purposes and facilitating implementation of the Digital Content on a Compliant Device.
2. USE OF DIGITAL CONTENT.
2.1. This CD uses digital rights management software (Software) to protect the copyrights associated with the Digital Content. You understand and acknowledge that the rights you are herein granted with respect to the Digital Content for use in connection with the Software will be limited by copyright and other intellectual property laws. Even though your personal right to use the Digital Content on this CD is generally indefinite and for as many playbacks as you wish, you understand and acknowledge that the rights herein granted are also governed by the Business Rules assigned by the Digital Content owner and enforced through the Software. Compliant Players and Compliant Devices are capable of interpreting the Business Rules contained in the Software, allowing you to listen to, view and/or read the Digital Content contained on this CD. The Digital Content may be owned by BMG or by third parties. You agree that each owner of Digital Content for which you accept this license shall be a third party beneficiary under this Agreement with the right to enforce the terms or provisions of this Agreement that directly concern its Digital Content and/or Business Rules. BMG, as a Digital Content owner (and/or Digital Content licensor or licensee), reserves the right to use the Software at any time to enforce the Business Rules with or without notice to you. Other Digital Content owners may also reserve this right in respect of their Digital Content.
3. WARRANTIES AND DISCLAIMER OF WARRANTIES:
3.1. You expressly acknowledge and agree that as it concerns BMG and/or any of its licensors or partners, the use of the Digital Content is at your own sole risk. DIGITAL CONTENT IS PROVIDED BY BMG SOLELY, "AS IS" AND WITHOUT WARRANTY OF ANY KIND BY BMG AND/OR ANY OF ITS LICENSORS OR PARTNERS AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, BMG AND/OR ANY OF ITS LICENSORS OR PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY THAT DIGITAL CONTENT WILL MEET YOUR REQUIREMENTS OR THAT USE OF DIGITAL CONTENT WILL BE UNINTERRUPTED OR ERROR-FREE. BMG AND/OR ANY OF ITS LICENSORS OR PARTNERS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF DIGITAL CONTENT WITH RESPECT TO ITS PERFORMANCE, ACCURACY, RELIABILITY, SECURITY CAPABILITY, CURRENTNESS OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO BMG AND/OR ANY OF ITS LICENSORS OR PARTNERS. YOU ASSUME THE ENTIRE RISK AS TO ACCESS TO AND USE OF DIGITAL CONTENT. THE EXCLUSION OF IMPLIED WARRANTIES IS NOT PERMITTED BY SOME JURISDICTIONS AND THUS, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
4. LIMITATION OF LIABILITY:
4.1. UNDER NO CIRCUMSTANCES WILL BMG OR ITS DIRECTORS, OFFICERS, EMPLOYEES, PARENT, SUBSIDIARIES, AFFILIATES, LICENSORS, DEVELOPERS, SUPPLIERS OR DISTRIBUTORS (OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES) (COLLECTIVELY "AGENTS") BE LIABLE FOR ANY UNAUTHORIZED USE OF ANY DIGITAL CONTENT THAT CAN OR DOES EXPOSE BMG OR ITS AGENTS TO CRIMINAL OR CIVIL ACTIONS. IN NO EVENT WILL BMG OR ITS AGENTS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, MULTIPLE OR SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR INABILITY TO USE THE DIGITAL KEYS OR DIGITAL CONTENT, INCLUDING BUT NOT LIMITED TO LOST BUSINESS PROFITS AS A RESULT OF DOWNLOADING THE DIGITAL KEYS OR ACCESSING THE DIGITAL CONTENT, EVEN IF BMG AND/OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICITONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. TO THE EXTENT AS APPLIED IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS WHOLLY PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, BMG AND ITS AGENTS SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.
5. TERM. This Agreement is subject to immediate termination, without notice, if you breach any provision of this Agreement; provided that if such termination without notice is expressly prohibited by applicable law, then such termination shall occur based upon notice in the event of any breach. BMG may revoke your rights to use Digital Content pursuant to the terms of this Agreement; in the case of a violation by you of the Agreement; in cases of suspected fraud by you or another; in cases of a suspected security breach by you or another; in order to forestall or remedy any legal exposure to BMG or its Agents; and in other situations in which BMG in its judgment believes it advisable to do so in order to protect Digital Content and/or BMG or its Agents. Upon any termination of this Agreement your rights to access or use the Digital Content shall immediately cease and you shall immediately discontinue all such or use thereof.
6.1. Any and all actions arising out of or in any manner affecting the interpretation of this Agreement shall be governed and construed solely by, the laws of the State of New York, excluding conflict of law principles. As to any dispute, you hereby unconditionally and irrevocably consent to the exclusive jurisdiction of and venue in the state courts of the State of New York and the U.S. District Court located in New York County, and irrevocably: (i) waive any objection whatsoever (including any objection with respect to venue) that you may now or hereafter have to the jurisdiction or venue of said courts; and (ii) consent to the service of process of said courts by the mailing of process via US Mail.
6.2. If for any reason a court of competent jurisdiction finds any provision or portion of this Agreement to be unenforceable, such provision or portion shall be enforced to the maximum extent permissible consistent with the terms hereof, and the remainder of this Agreement shall continue in full force and effect.
6.3. Except as expressly set forth herein, this Agreement may not be amended, modified, or supplemented by the parties in any manner, except by an instrument in writing signed by an authorized officer of BMG. No provision hereof shall be deemed waived (by any act or omission or otherwise) unless such waiver is in writing signed by an authorized officer of. This Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign or transfer this Agreement, in whole or in part, without the prior written consent of an authorized officer of BMG.
6.4. This Agreement constitutes the entire agreement between you and BMG, and supersedes any and all prior and/or contemporaneous written or oral agreements and understandings relating to the subject matter hereof. If you do not agree to any of these terms and conditions you must select the I DISAGREE button on your screen and not download the digital keys or use the Digital Content.