PLEASE READ THIS DOCUMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING AND USING THIS SOFTWARE. THIS LICENSE PROVIDES IMPORTANT INFORMATION CONCERNING THE SOFTWARE, PROVIDES YOU WITH A LICENSE TO USE THE SOFTWARE, AND CONTAINS WARRANTY AND LIABILITY INFORMATION. BY USING THE SOFTWARE, YOU ARE ACCEPTING THE SOFTWARE "AS IS" AND AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT WISH TO BE SO BOUND, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
Digital Environment's End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Digital Environment ("the Licensor") for Private Coach 2 ("the software") which includes associated software components, media, printed materials, and "online" or electronic documentation.
This License Agreement represents the entire agreement concerning the program between you and the Licensor, and it supersedes any prior proposal, representation, or understanding between the parties.
The software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The software is licensed, not sold.
1. GRANT OF LICENSE.
The software is licensed as follows:
The Licensor grants the nonexclusive and nontransferable license that allows you to use the software under the terms of this EULA. This license provides you with limited rights to use the software. The Licensor retains all ownership, right, title and interest in and to the software and in all portions of the software and accompanying documentation, including but not limited to trade secrets, know how, methodologies and processes, and in all copies of it. The Licensor reserves all rights not specifically granted in this license, including but not limited to domestic and international copyrights.
(b) Installation and Use.
The Licensor grants you the right to install and use copies of the software on your computer running a validly licensed copy of the operating system for which the software was designed [e.g., Windows XP, Windows Vista, Windows 7, Mac OS X].
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Maintenance of Copyright Notices.
The Licensor's logos, product names, manuals, documentation, and other support materials are either patented, copyrighted, trademarked, constitute valuable trade secrets (whether or not any portion of them may be copyrighted or patented) or are otherwise proprietary to the Licensor. You shall not remove or obscure the Licensorís copyright, trademark or other proprietary notices from the software or any of the materials accompanying the software.
You may not distribute registered copies of the software to third parties.
(c) Prohibition on Reverse Engineering, Decompilation, and Disassembly.
You may not decompile, reverse engineer, disassemble, include in other software, or translate the software, or use the software for any commercial or non-commercial purposes other than under the terms of this EULA. You shall not modify, alter, change or otherwise make any modification to the software or create derivative works based upon the software.
You may not rent, lease, resell, sublicense, assign, distribute or otherwise transfer the software or this license. Any attempt to do so shall be void and of no effect, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
(e) Support Services.
The Licensor may provide you with support services related to the software ("Support Services"). Support is provided according to the applicable provisions of the Licensorís service terms, if any. Any supplemental software code provided to you as part of the Support Services (including software updates and future releases) shall be considered part of the software and subject to the terms and conditions of this EULA.
(f) Protection of Intellectual Property.
You agree that the software, including the specific design and structure and all accompanying documentation, constitute exclusive intellectual property, proprietary information, trade secrets and/or copyrighted material of the Licensor. You agree not to disclose, provide, or otherwise make available such proprietary information, trade secrets or copyrighted material in any form to any third party without the prior written consent of the Licensor. You agree to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the software and documentation shall remain solely with the Licensor.
(g) Compliance with Applicable Laws.
You must comply with all applicable laws regarding use of the software.
This license and your rights hereunder shall automatically terminate at the time of termination of the services provided by the Licensor. if you fail to comply with any provision of this EULA, if you use the software for any illegal purpose, or if you make false claims about the software. Upon such termination, or termination according to the terms of this EULA, you shall cease all use of the software. Upon termination, you must delete the software from your computer, and destroy all copies of the software and other materials related to the software in your possession or under your control.
All title, including but not limited to copyrights, in and to the software and any copies thereof are owned by the Licensor or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. All rights not expressly granted are reserved by the Licensor.
5. LIMITED WARRANTY
The Licensor warrants that the software substantially conforms to its published specifications. Your exclusive remedy and the entire liability of the Licensor under this limited warranty will be, at the Licensorís option, repair, replacement, or refund of the software fees if reported (or, upon request, returned) to the Licensor immediately upon discovery of any nonconformity. In no event does the Licensor warrant that the software is error free or that you will be able to use or operate the software without problems or interruptions.
This warranty does not apply if the software (a) has been altered by you, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by the Licensor, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, or (d) is used in ultra hazardous activities.
The software is provided to you on an "as Is" basis, without any express or implied warranty, conditions or representations (other than specified above) of any kind including, without limitation, any warranty or condition of merchantability, fitness for a particular purpose and non infringement. All such warranties are hereby excluded to the extent allowed by applicable law.
6. LIMITATION OF LIABILITY
In no event shall the Licensor be liable for any indirect, special, incidental or consequential damages or loss (including, without limitation, loss of business, loss of profits, business interruption, lost information, or the like, whether based on breach of contract, tort (including negligence), product liability or otherwise) rising out of 'Authorized Users' use of or inability to use the software, even if the Licensor has been advised of the possibility of such damages. In no event will the Licensor be liable for loss of data or for indirect, special, incidental, consequential (including lost profit), or other damages based in contract, tort or otherwise.
THE LICENSOR DOES NOT PROVIDE ANY MEDICAL, PERSONAL TRAINING, OR NUTRITION CONSULTANT SERVICES. WITH THE INSTALLATION OF THE SOFTWARE YOU ACKNOWLEDGE THAT ALL TRAINING AND NUTRITION ADVICE PROVIDED BY THE SOFTWARE ARE ONLY RECOMMENDATIONS, BASED ON THE LIMITED PERSONAL INFORMATION THE SOFTWARE HAS ACCESS TO, AND THAT THESE RECOMMENDATIONS CANNOT REPLACE A CONSULTATION BY A PHYSICIAN, PERSONAL TRAINER, OR NUTRITION EXPERT. IN NO EVENT WILL THE LICENSOR BE LIABLE FOR PERSONAL INJURIES, EFFECTS OF MALNUTRITION, OR ANY OTHER PHYSICAL OR OTHER DAMAGE THAT OCCURRED BY USING THE SOFTWARE, EVEN IF THE SOFTWARE HAS SUGGESTED THE ACTIVITY LEADING TO THE DAMAGE.
The Licensor shall have no liability with respect to the content of the software or any part thereof, including but not limited to errors or omissions contained therein, libel, infringements of rights of publicity, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or the disclosure of confidential information. In no event shall the Licensor's liability to you, whether in contract, tort (including negligence), or otherwise, exceed the price paid by you for the software. The foregoing limitations shall apply even if the above-stated limited warranty fails of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so this limitation or exclusion may not apply to you.
You shall indemnify, defend, and hold harmless Licensor and its affiliates and its officers, directors, shareholders, agents employees and contractors from and against any and all losses, liabilities, obligations, claims, suits, costs, expenses, damages, or judgments of any kind or nature whatsoever (including reasonable attorneysí fees and other reasonable expenses associated with litigation, and any costs incurred pursuing indemnification claims hereunder) (collectively "Claims"), whether actual or threatened, resulting from or in any way connected with (i) a violation of this Agreement; (ii) unauthorized use of the software by you or any third party who makes use of the software, including without limitation, any and all claims, actions, suits, or proceedings alleging fraud, breach of security, noncompliance with laws, breach of contract or negligence; (iii) third party claims related to your use of the Software under this Agreement; and (iv) unauthorized disclosure of trade secrets or confidential information or intellectual property rights. This indemnification includes but is not limited to expenses incurred in settlement of claims, or suits or judgments arising out of claims. This indemnification extend beyond the term of this License, and shall be in addition to, and not in lieu of, any other remedy at law or in equity that may be available to Licensor for any breach of this Agreement.
8. CHOICE OF LAW
The laws of the State of California shall govern this Agreement. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of any federal or state court or courts sitting in the State of California, which courts are empowered to try the dispute, and the parties hereby agree to submit to the personal and exclusive jurisdiction and venue of these courts.
If any portion hereof is found to be void or unenforceable, the remaining provisions of this License shall remain in full force and effect.
Any waiver of the provisions of this Agreement or of a party's rights or remedies under this Agreement must be in writing. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed or be deemed to be a waiver of such party's rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party's right to take subsequent action.
All questions, comments or concerns with respect to this Agreement shall be directed to: Licensor at firstname.lastname@example.org