YouDownload End-User License Agreement
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY YouDownload LTD.
USE OF THE SOFTWARE PROVIDED WITH THIS EULA ("THE SOFTWARE") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, DO NOT INSTALL AND/OR USE THIS SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.
1. DEFINITION OF SERVICES. For the purpose of this License Agreement and the Services associated thereto, and notwithstanding any other definitions given herein, "Licensed Software" means: any Software (downloadable on our website, pre-installed on a device, downloadable on a third party website, software as a service (SaaS), obtained on a physical medium such as, but not limited to, CD, DVD, Blu-ray, memory stick), resources, including download areas, communication forums, product information, including any updates, enhancements, new features, and/or the addition of any new Web properties. The Services also include: the Services for which this License Agreement is provided, including but not limited to: third party computer information or software that the Licensor has licensed for inclusion in the Licensed Software; and any written materials or files relating to the Licensed Software ("Documentation").
2. INSTALLATION. Licensee may install the number of copies of the Licensed Software authorized by the Licensor. The Licensee must be the primary user of the computer on which the Licensed Software is installed. The present License Agreement shall apply to all installations of the Licensed Software. The Licensor provides for the purchase of multiple licenses or user accounts. Licensee may install the number of Licenses purchased. Licensee shall be solely responsible for all expenses incurred in Licensee's installation and use of the Licensed Software.
3. LICENSE GRANT. Subject to the terms and conditions of this License Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, non-sub-licensable and revocable license to install or use the Services for purchased period and solely for Licensee's own private use. Any use or installation of more copies of the Licensed Software that are licensed is prohibited without the prior and written consent of the Licensor. If a Licensee is authorized by the Licensor to distribute the Licensed Software within its organization, all the restrictions contained in the present License shall apply to each individual end user.
4. OWNERSHIP. The Licensed Software and any authorized copies that Licensee makes are the property of, and are owned by, the Licensor, and by third parties whose intellectual property has been licensed to the Licensor. The structure, organization, and code of the Licensed Software are the valuable trade secrets and confidential information of the Licensor and such third parties. The Licensed Software is protected by and subject to any applicable law on a worldwide basis. Except as expressly provided in this License Agreement, Licensee is not granted any intellectual property rights whatsoever in the Licensed Software. Licensee may not make or publish any public statement concerning the Licensed Software or the Licensor without the prior express written consent of the Licensor.
5. SOFTWARE COPYRIGHT. The Software and all rights, without limitation including proprietary rights therein, are owned by YouDownload or its suppliers and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. You acknowledge that no title to the intellectual property in the Software is transferred to you. You further acknowledge that title and full ownership rights to the Software will remain the exclusive property of YouDownload and you will not acquire any rights to the Software except as expressly set forth in this license. You agree that any copies of the Software will contain the same proprietary notices which appear on and in the Software.
6. CONTENT COPYRIGHT AND OWNERSHIP. You agree that the owners, employees and volunteers of the Company are not responsible for any loss or damages which may result from your illegal use of images, video files or music files. Make sure that you have the right to use the images, video files and music files that you downloaded on your computer. The Company claims no intellectual property rights over the content you download.
7. END-USER GENERATED CONTENT. The Licensed Software enables the Licensee to enter content that will be stored on the computer on which the Licensed Software is installed (such content shall be referred to herein as the "End-User Generated Content"). Licensee is solely responsible for Licensee's use, storage and disclosure of the End-User Generated Content. Licensee may only use the End-User Generated Content responsibly, in a manner consistent with the exercise of good judgment. the Licensed Software will permit the Licensee to enter, and copy that constitutes non-public personal information of individuals other than the Licensee; the Licensee shall not use, store or disclose any such information without the express consent of the individuals to whom it relates. If Licensee is having difficulty deciding whether Licensee's intended use is appropriate, or whether Licensee needs written permission, or whether other legal issues should be considered, the Licensor strongly encourages Licensee to seek independent legal counsel. The Licensor will not assist Licensee in making this determination, nor can the Licensor provide Licensee with legal advice as to intellectual property rights or privacy laws.
Licensee may only use End-User Generated Content which belongs to Licensee and will not violate the rights of others therein. The Licensor will not edit or monitor any and all Content; Licensee therefore assumes exclusive responsibility for the monitoring thereof. Licensee may not use the Licensed Software in conjunction with content that is illegal, obscene, indecent, defamatory, incites racial or ethnic hatred or violates the rights of others, or is in any other way objectionable.
If Licensee or Licensee's legal counsel determines that Licensee is required by law to obtain written permission to use portions of the End-User Generated Content, Licensee must request permission for reproduction, redistribution, or modification of the Content from the appropriate owner of the subject materials (as may be cited in the Licensed Software). If, on the other hand, Licensee or Licensee's legal counsel determines it is permissible to proceed and include End-user Generated Content from the Licensed Software, the Licensor asks Licensee to correctly designate the Licensor's trademarks when referring to the Licensed Software in the notice or copyright portion of Licensee's paper, project, or product. Licensee shall indemnity, hold harmless, and defend the Licensor and the Licensor suppliers from all claims, damages, attorneys' fees on a solicitor-client or extrajudicial basis, costs, and lawsuits that arise from, or result from, Licensee's use or distribution of any and all Content and its use of the Licensed Software.
8. CONTENT COPYRIGHT AND OWNERSHIP. You agree that the owners, employees and volunteers of the Company are not responsible for any loss or damages which may result from your illegal use of images, video files or music files. Make sure that you have the right to use the images, video files and music files that you downloaded on your computer. The Company claims no intellectual property rights over the content you download.
9. LICENSE TRANSFER. Licensee may not sell, assign, or transfer the Licensed Software or the License granted by this License Agreement without the prior written consent of the Licensor (or unless permitted by the terms of the License Agreement).
10. NO WARRANTY ON LICENSED SOFTWARE SUBJECT TO ANY LAW OF PUBLIC ORDER, THE LICENSED SOFTWARE IS PROVIDED TO LICENSEE "AS IS." THE LICENSOR, AND THE LICENSOR'S SUPPLIERS OR AFFILIATES, MAKE NO WARRANTY AS TO ITS USE OR PERFORMANCE. THE LICENSOR, AND THE LICENSOR'S AFFILIATES, MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE, EXCEPT FOR, AND TO THE EXTENT, THAT A WARRANTY MAY NOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION.
11. LIMITATION OF LIABILITY IN NO EVENT WILL THE LICENSOR, OR THE LICENSOR'S AFFILIATES, BE LIABLE TO LICENSEE FOR ANY DAMAGES, CLAIMS, OR COSTS WHATSOEVER, OR FOR ANY CONSEQUENTIAL, DIRECT, INDIRECT, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A REPRESENTATIVE OF THE LICENSOR OR ONE OF THE LICENSOR'S AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS, OR FOR ANY CLAIM BY ANY THIRD PARTY. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN LICENSEE'S JURISDICTION. WITHOUT LIMITING THE GENERAL SCOPE OF THE FOREGOING, THE AGGREGATE LIABILITY OF THE LICENSOR, AND THE LICENSOR'S AFFILIATES, UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT, SHALL BE LIMITED TO THE AMOUNT PAID FOR THE LICENSED SOFTWARE, IF ANY, SUBJECT TO ANY SPECIFIC RULES CONCERNING PRE-RELEASE SOFTWARE AS MORE FULLY DESCRIBED IN SECTION 17 BELOW.
12. SUPPORT. The Licensor is not obligated by this License Agreement to provide Licensee with any technical support services relating to the Licensed Software; however, Licensee may order additional support services for an additional charge as the Licensor may offer from time to time during the term of this License Agreement.
13. PRIVACY POLICY. The personal information you provide to YouDownload during the ordering and registration process is used for YouDownload internal purposes only. YouDownload uses the information it collects to learn what you like and to improve the Software. Except as otherwise expressly permitted by this EULA or as otherwise authorized by you, YouDownload will not give any of your personal information to any third party without your express approval except as reasonably required by law, as authorized by this provision or as necessary to protect YouDownload, its agents and other Participants. YouDownload can (and you authorize YouDownload to) disclose any information about you to private entities, law enforcement agencies or government officials, as YouDownload, in its sole discretion, believe necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law.
14. SOFTWARE IMPROVEMENT PROGRAM. YouDownload is committed to helping protect the privacy of users. This statement explains the data collection process and usage practices for the Licensed Software improvement.
In order to improve the Licensed Software, its features, and your user experience YouDownload, subject to and in accordance with our Privacy Policy, automatically collects information concerning the way the various modules and functionalities of the Licensed Software are used, allowing the Licensor to identify user needs and preferences.
YouDownload only uses this information for the purpose of providing licensed users with the best possible software experience. This collected data will never be disclosed, shared, sold, traded or rented to any third parties for marketing purposes. For more details, see our Privacy Policy. Users who do not wish to enable this service, may opt-out in the advanced options menu during the installation process.
15. SOFTWARE UPDATES. Licensor may provide Licensee with Software Updates and/or Content Updates from time to time at no charge during the term of this License agreement. For the purposes hereof, "Update" means a new version of the Licensed Software containing technical modifications, updated information, altered functionality, or any other changes that are intended by Licensor to improve or to add, delete or otherwise modify any aspect of the Licensed Software. "Content Update" shall mean an update of the content used by the Licensed Software that might need to be updated from time to time. If the Licensed Software is an Update to a previous version, Licensee must possess a valid License to the previous version. Any update provided by the Licensor to Licensee is made on a License exchange basis such that Licensee agrees, as a condition for receiving an Update, that Licensee will terminate all of Licensee's rights to use any previous version of the Licensed Software. However, Licensee may continue to use the previous version only to assist in transitioning to the Updated version. Once an Update has been released, the Licensor may cease support for prior versions, without any notice to Licensee. Software Updates and/or Content Updates may be provided via the Licensed Software or on the Licensor websites. This License does not otherwise permit Licensee to obtain and use a Software Upgrade and/or a new Licensed Software version. The Licensed Software may require Content Updates in order to work effectively.
16. THIRD PARTY SOFTWARE. Third party software may be distributed together with the Licensed Software (the "Third Party Software") and through its Software Updates. Any and all such Third Party Software may require notices and/or be subject to different license terms. Such required Third Party Software notices and license terms, if any, may be accessed through the Third Party Software itself. By accepting this License Agreement, Licensee is also accepting the license terms, if any, under which the Third Party Software is made available. Licensee will not enter into a contractual relationship with Licensor regarding such Third Party Software and Licensor accepts no responsibility for Licensee uses of same.
17. INDEMNIFICATION. Licensee will indemnify and hold Licensor harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney's fees on a solicitor-client or extrajudicial basis) arising from or relating to Licensee's use of the Licensed Software. Licensee's obligations under this section shall survive the expiration or termination of this License Agreement.
18. EXPORT RULES. The Licensed Software may be subject to limitations concerning its export or use in certain countries or territories. Licensee shall not ship, transfer, or export Licensed Software into any country or use Licensed Software in any manner prohibited by any such export laws, restrictions, or regulations applicable to the Licensee (collectively the "Export Laws"). If the Licensed Software is identified as export controlled items under the Export Laws, Licensee represents and warrants that Licensee, and Licensee's employees who will use the Licensed Software are not a citizen, or otherwise located within, a nation subject to export restrictions imposed by Canada or the United States of America (including without limitation: Iran, Syria, Sudan, and North Korea), and that Licensee, and Licensee's employees who will use the Licensed Software, are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Licensed Software are granted on condition that Licensee complies with the Export Laws, and all such rights are forfeited if Licensee fails to comply with the Export Laws. It is the Licensee's sole responsibility to ensure compliance with this section.
19. MODIFICATION. This License Agreement may only be modified or amended by a writing signed by an authorized officer of the Licensor.
20. SEVERABILITY If any provision of this License Agreement is determined by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this License Agreement will remain in full force and effect.
21. WAIVER. No failure or delay by the Licensor in exercising its rights or remedies shall operate as a waiver unless made by specific written notice. No single or partial exercise of any right or remedy of the Licensor shall operate as a waiver or preclude any other, or further, exercise of that, or any other right, or remedy.
22. GENERAL PROVISION. This is the entire agreement between you and YouDownload, which supersedes any prior agreement or understanding, whether written, or oral, relating to the subject matter of this EULA. If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of the agreement, which shall remain valid and enforceable according to its terms. This EULA shall automatically terminate upon failure by you to comply with its terms. YouDownload, on its sole discretion, may modify this EULA in writing at any time.