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IMPORTANT - PLEASE READ THE FOLLOWING CAREFULLY BEFORE CONTINUING WITH YOUR FIRST USE AND ACTIVATION OF THIS WEB-BASED SOFTWARE:
This licence agreement ("Licence Agreement") is a legal agreement between you and Myzan Ltd ("Myzan"). You are accessing and activating web-based software and associated materials and documentation that have been created by or for Myzan or its suppliers or licensors (collectively the "Software"). You understand that the Software includes security components that permit digital information to be protected and use to occur only as permitted by usage rules set by Myzan and/or content providers. As such, certain special considerations apply. By using the Software, and by accepting any Software updates from time to time, you acknowledge that you have read and understood this Licence Agreement, and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of this Licence Agreement, do not use the Software or any Content (as described below).
NOTICE: Myzan may from time to time amend, modify, or supplement this Licence Agreement as it relates to the Software and Content by posting a copy of such amended, modified, or supplemented licence agreement here. Please check that webpage regularly for revisions to this Licence Agreement. You may provide notice to Myzan of any objection to such revised terms within thirty (30) days after they are posted; please send any such objection by email by clicking here. You will be deemed to have accepted the amended, modified, or supplemented terms if you thereafter use the Software or Content. All other terms of this Licence Agreement will continue in effect except as provided in paragraph 11 below.
1. Licence to Use Software. Subject to the terms and conditions hereof, Myzan hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Software, as such software has been delivered to you, as an end user.
2. Updates, Security, and Revocation. Because the Software includes security components, special rules and policies apply. You agree to abide by the rules and policies established from time to time by Myzan. Such rules and policies will be applied generally in a non-discriminatory manner to users of the Software, and may include, for example, required updates or modifications of the Software to address security, interoperability, and/or performance issues. These updates, modifications and the like may occur on a periodic or as needed basis without notice to you. In addition, you understand that the Software is capable of monitoring itself for security-related and tamper-detection purposes and for communicating information about security incidents. Your access to the Software and your access to certain applications that communicate with it are subject to restriction and/or revocation (such as being shut down) for security purposes or according to consistently applied Content-protection policies. You understand and agree that this would likely result in Content that was previously available for use being unavailable thereafter.
3. Activation and Privacy Information. By using the Software, you consent to the collection and processing of information you are requested to provide during the registration process. All of this information is collected by Myzan and handled pursuant to the terms of the Myzan Privacy Policy, a copy of which is located here.
4. Restrictions.
a. The Software contains and/or embodies copyright material, trade secrets and/or other proprietary material and intellectual property of Myzan and/or its licensors. All title and ownership rights in the Software remains with Myzan and its licensors, as applicable.
b. In addition to those prohibitions contained elsewhere in this Licence Agreement, you agree you will not: (i) rent, lease, loan, sell or distribute access to the Software in whole or in part; (ii) use the Software or any portion of it to create any tool or software product that can be used to create software applications of any nature whatsoever; (iii) remove, alter, cover, obfuscate, and/or otherwise deface any trade marks or notices on the Software; and/or (iv) modify, alter, decompile, disassemble, reverse engineer or emulate the functionality of, reverse compile or otherwise reduce to human readable form, or create derivative works of the Software without the prior written consent of Myzan or its licensors, as applicable;
c. You further agree that you shall not tamper with the Software or undertake any activity intended to bypass, modify, defeat or otherwise circumvent (or having the effect of facilitating, modifying, or assisting the bypassing, defeating or circumventing of) proper and/or secure operation of the Software and/or any mechanisms operatively linked to the Software;
d. The supply of this Software does not convey a licence nor imply any right to commercially distribute content accessed with this Software in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on-demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like).
e. Except as expressly provided by this Licence Agreement, no other licences or rights (including rights to maintenance or updates) are granted either expressly or by implication. All rights not expressly granted herein are reserved to Myzan and/or its licensors, as applicable.
5. Authorised Use of Myzan Content. The Software may enable you to create, view, and/or read (as the case may be) RSS feeds, text, and other material that may be obtained by you, or were in some instances previously provided to you, in digital form. This material, collectively "Content," may be owned by Myzan or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content you obtain for use in connection with the Software (including any Content that may have been preloaded with the Software onto your account provided to you) will be subject to copyright law and limited by the Usage Rules, as described in the Terms and Conditions of the Myzan service, with which authorised copies of the Content are electronically packaged. A copy of the Myzan Terms and Conditions, with which you must agree to use the Myzan service, is located here. "Usage Rules" are the licensing rules assigned to Content by Myzan and/or the relevant Content owner that limit your access to and use of that Content. Unauthorised copies of Content (including pirate and other illegal copies) may be electronically packaged with incorrect rules that have not been approved by Myzan and/or the Content owner. The Usage Rules provided by Myzan and/or the relevant Content owner in respect of Content shall govern your rights with respect to that Content regardless of whether unauthorised rules have been associated with that Content by another party. You may not attempt (or authorise, encourage or support others' attempts) to circumvent, reverse engineer, decrypt, break or otherwise alter or interfere with any Usage Rules or Content.
The Software enables Myzan to control your access to Content in accordance with the Usage Rules. Myzan (for itself and its Content licensors) reserves the right to use the Software at any time to enforce the Usage Rules with or without notice to you.
6. Customer Care. Myzan will provide customer care in connection with the Myzan service and the Software as set forth in the Myzan Terms and Conditions. Information and frequently asked questions regarding Myzan Content and the Software are always available within the Myzan software under the "Help" tab or you can contact our Customer Support personnel by clicking here.
7. Remedies. You acknowledge and agree that any unauthorised use of the Software and/or the technology contained in it would result in irreparable injury to Myzan or its licensors, as applicable, for which money damages would be inadequate, and in such event Myzan shall have the right, in addition to other remedies available at law and in equity, to seek immediate injunctive relief to prevent any such unauthorised use. Nothing contained in this paragraph 7 or elsewhere in this Licence Agreement shall be construed to limit remedies or relief available pursuant to statutory or other law that Myzan or its licensors may have under separate legal authority.
8. Warranties. You expressly acknowledge and agree that the use of the Software is at your own sole risk. THE SOFTWARE HAS BEEN PROVIDED SOLELY, "AS IS" AND WITHOUT WARRANTY OF ANY KIND BY MYZAN, ITS DIRECTORS, EMPLOYEES, LICENSORS, PARTNERS AND AGENTS (COLLECTIVELY "MYZAN"), ITS LICENSORS OR ITS BUSINESS PARTNERS ("PARTNERS"). TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, MYZAN AND ITS LICENSORS AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY OF NONINFRINGEMENT. THERE IS NO WARRANTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE. MYZAN AND ITS LICENSORS AND PARTNERS DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE 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 MYZAN AND/OR ANY OF ITS LICENSORS OR PARTNERS. THE EXCLUSION OF IMPLIED WARRANTIES IS NOT PERMITTED BY SOME JURISDICTIONS AND THUS, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
9. Further Limitation of Liability. In addition to the other provisions hereof, YOU ACKNOWLEDGE TO AND FOR THE BENEFIT OF MYZAN AND ITS LICENSORS AND PARTNERS THAT THE SOFTWARE, AS WITH MOST SOFTWARE, MAY CONTAIN BUGS AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY OR PHYSICAL OR ENVIRONMENTAL DAMAGE. MYZAN AND ITS LICENSORS AND PARTNERS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS SUFFERED AS A RESULT OF SUCH A FAILURE OF THE SOFTWARE OR A BREACH OF SECURITY INVOLVING THE SOFTWARE, WHETHER OR NOT SUCH LOSS OR BREACH RESULTS FROM THE DELIBERATE, RECKLESS, OR NEGLIGENT ACTS OF ANY PERSON.
UNDER NO CIRCUMSTANCES SHALL MYZAN OR ITS LICENSORS OR PARTNERS BE LIABLE FOR ANY UNAUTHORISED USE OF ANY CONTENT, OR ANY USE OF THE SOFTWARE TO DEVELOP, DISTRIBUTE, OR USE ANY MATERIAL THAT IS DEFAMATORY, SLANDEROUS, LIBELLOUS OR OBSCENE, THAT PORTRAYS ANY PERSON IN A FALSE LIGHT, THAT CONSTITUTES AN INVASION OF ANY RIGHT TO PRIVACY OR AN INFRINGEMENT OF ANY RIGHT TO PUBLICITY, THAT INFRINGES ANY THIRD PARTY?S RIGHTS OR THAT IS CONTRARY TO ANY FOREIGN, FEDERAL, STATE OR LOCAL STATUTE OR REGULATION.
IN NO EVENT WILL MYZAN OR ITS LICENSORS OR PARTNERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MYZAN AND/OR ITS LICENSORS AND PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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.
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 MYZAN AND ITS LICENSORS AND PARTNERS 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. NOTWITHSTANDING ANY CONTRARY PROVISIONS, BUT SUBJECT TO APPLICABLE LAW, IN NO EVENT SHALL MYZAN'S LIABILITY TO YOU OR ANY PERSON EXCEED, IN THE AGGREGATE, THE GREATER OF ANY AMOUNTS ACTUALLY PAID BY THAT PERSON TO MYZAN.
Your statutory rights are not affected by any provision in this Licence Agreement.
10. Term. Myzan may terminate this Licence Agreement at any time with or without notice. (Myzan will only terminate the Myzan service to you pursuant to the terms of the Myzan Terms and Conditions). This Licence Agreement is subject to immediate termination, without notice, if you breach any provision hereof; 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. Upon notice from Myzan that this Licence Agreement has been terminated, your account will be disabled and you will no longer be entitled to access to the software.
11. Survival. The respective rights and obligations of you and Myzan under the provisions of paragraphs 2, 3, 4, 5, 7, 8, 9, 12 and this paragraph 11 shall survive termination of this Licence Agreement.
12. Miscellaneous Provisions.
This Licence Agreement shall be governed by and construed in accordance with the laws of England and Wales and the High Court of England shall have jurisdiction over any dispute arising hereunder.;
a. If for any reason a court of competent jurisdiction finds any provision or portion of this Licence Agreement to be illegal, invalid, unenforceable, or against public policy, such provision or portion shall be severed from this Licence Agreement and the remainder of this Licence Agreement shall continue in full force and effect; and
b. Except as expressly set forth herein, this Licence Agreement may not be amended, modified, or supplemented by the parties in any manner, except by a written instrument signed by an authorised officer of Myzan. No provision hereof shall be deemed waived (by any act or omission) unless such waiver is in a writing signed by an authorised officer of Myzan. This Licence Agreement will bind and inure to the benefit of each party's successors and assigns, provided that you may not assign or transfer this Licence Agreement, in whole or in part, without the prior written consent of an authorised officer of Myzan. This Licence Agreement represents the entire agreement between you and Myzan with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral, between you and Myzan with respect to the subject matter hereof.
13. Intellectual Property Notices. The Software is copyright © 2006-2007 Myzan Ltd and its licensors. All rights reserved.
14. Third Party Notices. You acknowledge and understand that certain software modules of the Software may contain third party technology.
15. Customer Contacts. If you have any questions regarding this Licence Agreement, or if you would like to contact Myzan for any other reason, send an email by clicking here or write to Myzan Ltd, 123 Westminster Bridge Road, London, SE1 7HR, Attn: General Counsel.
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