This End-User License Agreement (“Agreement”) establishes a legally binding contract between you (“End User,” “you,” or “your”) and Music Tribe HQ FZE (“Company,” “we,” “us,” or “our”). This document outlines the terms governing your relationship with us and your utilization of Music Tribe’s Software. Throughout this Agreement, “End User” and “Company” may be individually referred to as a “Party” or collectively as the “Parties.”
For users accessing the Software on behalf of an employer or another organization (“Organization”) that benefits from or controls your software use, the terms “End User,” “you,” and “your” will apply to both you as an individual and the Organization. If you are licensing the Software for or on behalf of an Organization, you affirm that you possess the authority to (1) procure the license for the Organization and (2) legally bind the Organization to the terms of this Agreement.
By proceeding to download, install, access, or use the Software, you: (a) confirm that you have obtained all necessary permissions and authorizations for access and use; (b) if utilizing the Software under an organizational license, verify your authorization from that entity; (c) acknowledge that you have thoroughly read and comprehend this Agreement; (d) affirm that you are of sound mind and at least 18 years of age, possessing the legal capacity to enter into a binding Agreement; and (e) fully accept and agree to be legally bound by the terms and conditions stipulated herein.
Should you disagree with any of these terms, you must refrain from downloading, installing, accessing, or using the Software. If you have already downloaded the Software, you are obligated to immediately delete it from your computing device.
It is crucial to understand that the Software is licensed, not sold, to you by Music Tribe for use strictly according to the terms defined in this Agreement. This agreement is designed to be clear and accessible, ensuring a transparent understanding of your rights, much like staying informed with Euro Live updates, it’s about having real-time clarity on the terms that matter.
Understanding Your License
Subject to the conditions outlined in this Agreement and any applicable terms within a separate License Agreement, Music Tribe grants you a limited, non-exclusive, perpetual, revocable, and non-transferable license. This license permits you to download, install, and use the Software on devices that you own or directly control. This license, while granting usage rights, is not akin to ownership, and it is important to understand its scope to ensure compliant and informed software utilization.
Usage Restrictions
Your agreement to the terms includes a commitment to refrain from specific actions, and to prevent others from doing so, including:
- Prohibition of Commercial Exploitation: You may not license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose, or otherwise commercially exploit the Software. Making the Software available to any third party for commercial purposes is strictly forbidden.
- No Modification or Reverse Engineering: Modifying the Software, creating derivative works, disassembling, decrypting, reverse compiling, or reverse engineering any part of the Software is prohibited. Maintaining the integrity of the software’s original code is essential.
- Preservation of Proprietary Notices: Removing, altering, or obscuring any proprietary notices, including copyright or trademark notices, belonging to Music Tribe, its affiliates, partners, suppliers, or licensors of the Software is not permitted. These notices are crucial for intellectual property protection.
Intellectual Property Rights
All intellectual property rights, encompassing copyrights, patents, patent disclosures and inventions (patentable or not), trademarks, service marks, trade secrets, know-how, confidential information, trade dress, trade names, logos, corporate names, and domain names, along with associated goodwill, derivative works, and all other rights (“Intellectual Property Rights”) inherent in the Software, remain the exclusive property of Music Tribe (or its suppliers or licensors, as applicable). This Agreement does not grant you or any Organization any license to Music Tribe’s Intellectual Property Rights beyond the explicit software usage license.
You acknowledge that this Agreement provides a limited license to use Music Tribe’s Intellectual Property Rights solely as an integral part of the Software, not independently. Utilizing Music Tribe’s Intellectual Property Rights outside the Software’s context or beyond this Agreement’s scope constitutes an infringement. This does not limit Music Tribe’s rights to claim breach of contract should you violate any terms of this Agreement. You are obligated to exercise the highest standard of care in safeguarding the Software (including all copies) against infringement, misappropriation, theft, misuse, or unauthorized access. Music Tribe retains all rights, title, and interest in the Software, including all intellectual property rights, except as expressly granted in this Agreement.
However, you (or your Organization) retain ownership of Intellectual Property Rights in the work products you create using the Software. This distinction clarifies ownership boundaries between the software itself and the content you generate with it.
Suggestions and Feedback
Any feedback, comments, ideas, improvements, or suggestions (“Suggestions”) you provide to Music Tribe regarding the Software become the sole and exclusive property of Music Tribe. By offering suggestions, you agree to transfer these rights to Music Tribe.
Music Tribe is free to utilize, copy, modify, publish, or redistribute these Suggestions for any purpose without credit or compensation to you. This clause allows Music Tribe to improve its products based on user input without obligation.
Software Modifications
Music Tribe reserves the right to modify, suspend, or discontinue the Software or any connected service, temporarily or permanently, with or without notice and without liability to you. Software evolution and adaptation are necessary, and this clause protects Music Tribe’s ability to manage these changes.
Software Updates
Music Tribe may periodically provide enhancements or improvements to the Software’s features/functionality, including patches, bug fixes, updates, upgrades, and other modifications (“Updates”). These updates are aimed at improving software performance and user experience.
Updates may alter or remove certain features or functionalities. You acknowledge that Music Tribe is not obligated to provide Updates or to continue supporting specific features or functionalities. Software is a dynamic entity, and changes, including feature modifications, are part of its lifecycle.
Third-Party Software Integration
The Software may include third-party software and data (“Third-Party Software”). If you desire to obtain Third-Party Software under different terms, you should acquire it directly from its suppliers. This acknowledges the potential inclusion of external components governed by their own licenses.
Separate license agreements or additional terms between you and the Third-Party Software supplier do not bind Music Tribe or impose additional obligations on Music Tribe. Music Tribe’s responsibilities are strictly limited to this Agreement’s terms.
The provider of the Third-Party Software is solely responsible for warranties or liabilities arising from it. Music Tribe is not responsible for Third-Party Software or your use thereof. Liability for third-party components rests with their respective providers.
Term and Termination
This Agreement remains effective until terminated by either you or Music Tribe. The duration of the agreement is ongoing unless terminated as per the terms.
Music Tribe, at its sole discretion, may suspend or terminate this Agreement at any time, with or without cause, and with or without prior notice. This provides Music Tribe with broad termination rights.
This Agreement terminates automatically if you violate any provision. No prior notice from Music Tribe is required in case of breach. Compliance with the terms is crucial to maintain the license. You may also terminate by deleting the Software and all copies from your computer, indicating voluntary cessation of use.
Upon termination, you must cease all Software use and delete all copies from your computer. Termination mandates complete cessation of software utilization.
Termination does not limit Music Tribe’s legal remedies for your breach of this Agreement during its term. Music Tribe retains rights to pursue legal action for violations occurring before termination.
Indemnification Clause
You agree to indemnify, defend, and hold harmless Music Tribe and its affiliates, officers, directors, employees, agents, successors, and assigns from any losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses, including attorney’s fees, arising from: (i) your Software use or misuse; (ii) your non-compliance with laws or regulations; (iii) your breach of this Agreement; or (iv) your relationship with an Organization or third party. This comprehensive indemnification clause protects Music Tribe from liabilities arising from your actions. Furthermore, Music Tribe is not responsible for content you submit or receive through the Software, as content responsibility lies with the user.
Disclaimer of Warranties
The Software is provided “As Is” and “As Available,” with all faults and defects, and without any warranty. To the maximum extent permitted by law, Music Tribe disclaims all warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, title, non-infringement, and warranties arising from course of dealing or trade practice. This section strongly emphasizes the “as-is” nature of the software provision, limiting Music Tribe’s warranty obligations. Music Tribe does not guarantee that the Software will meet your requirements, achieve specific results, be compatible with other systems, operate uninterrupted, meet performance standards, or be error-free, and does not guarantee error correction.
Neither Music Tribe nor its providers warrant the Software’s operation, availability, or the accuracy, reliability, or currency of information provided through it. They also do not warrant that the Software, servers, or emails are free of harmful components like viruses. This further clarifies the lack of warranties concerning software performance and security.
Some jurisdictions may not allow the exclusion or limitation of implied warranties, so some of these exclusions may not apply to you, depending on local laws. Legal variations based on jurisdiction are acknowledged.
Limitation of Liability
Despite potential damages, Music Tribe’s total liability and your exclusive remedy are limited to the amount you paid for the Software. Financial liability is capped at the purchase price.
To the maximum extent permitted by law, Music Tribe is not liable for any special, incidental, indirect, or consequential damages, including loss of profits, data, business interruption, personal injury, or privacy loss related to Software use, even if advised of potential damages. This significantly limits Music Tribe’s liability for indirect damages.
As with warranties, some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, potentially affecting the applicability of this limitation based on your location. Jurisdictional exceptions are again noted.
Severability Clause
If any provision of this Agreement is unenforceable or invalid, it will be modified to achieve its objectives under applicable law, while the remaining provisions remain in effect. This ensures that the agreement remains valid even if some clauses are invalidated.
Failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. Rights are not waived by non-exercise or delay. The terms of this Agreement govern in case of conflict with other terms. This establishes the Agreement’s precedence.
Amendments to the Agreement
Music Tribe reserves the right to modify or replace this Agreement at any time at its sole discretion. Unilateral modification rights are retained by Music Tribe. For significant revisions, Music Tribe will provide at least 30 days’ notice before new terms take effect, ensuring users are informed of major changes. Continued Software use after revisions constitutes acceptance of the new terms. If you disagree with new terms, you must discontinue Software use. User consent to revised terms is implied through continued use.
Governing Law
The laws of your jurisdiction of residence, excluding conflict of law rules, govern any disputes arising from this EULA. The Uniform Commercial Code (UCC) and laws directing application of other jurisdictions’ laws are expressly excluded, ensuring local law governs disputes.
Agreement Changes
Music Tribe reserves the right to change this Agreement periodically. Your continued access and use of the Software implies agreement to the then-current terms. Regular review of the Agreement is encouraged, as updates are expected. Acceptance of the Agreement, including amendments, occurs each time you access or use the Software.
If you disagree with changes within 30 days of posting, you may withdraw acceptance by providing written notice, allowing users to reject amendments formally.
No Employment or Agency Relationship
This Agreement does not create any relationship other than that of end-user and provider between you and Music Tribe. No employment or agency relationship is intended or implied, clarifying the nature of the user-provider dynamic.
Equitable Relief
You acknowledge that breaching this Agreement would cause irreparable harm to Music Tribe, for which monetary damages are insufficient. Music Tribe may seek injunctive relief to prevent breaches, in addition to other remedies, highlighting the importance of compliance and the availability of non-monetary remedies for Music Tribe.
Limitation of Time for Claims
Any claim related to this Agreement must be filed within one year after the cause of action arises, or it is permanently barred. A time limit is set for initiating legal claims.
Entire Agreement
This Agreement constitutes the entire agreement regarding Software use, superseding all prior agreements. This clause establishes the Agreement as the complete and final understanding between parties. Additional terms may apply to other Music Tribe services, provided at the time of use or purchase, acknowledging the potential for supplementary service-specific terms.
Contact Information
For any questions about this Agreement, please contact us at [email protected]. Contact details are provided for inquiries.
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