OnAirWare Standard Software End User License Agreement (EULA)This is a legal agreement between you, either individual or entity, and OnAirWare, LLC ("OnAirWare"). This agreement pertains to the use of the OnAirWare services, website, software and other technology, including all programs, related documentation, and updates which may be periodically provided by OnAirWare ("Software"). By using, downloading, viewing, and/or installing the Software, you agree to be bound by the terms of this agreement. If you do not agree to the terms of this agreement, do not download, open, or otherwise use the Software in any way, and you may return or destroy any copy or portion of the Software in your possession.
License. This agreement, in combination with valid proof of purchase when applicable, grants you the non-exclusive, non-transferable right to use the Software, on a single computer and/or workstation, unless otherwise specified by OnAirWare in writing. The Software is "in use" when it is loaded into temporary memory (RAM) or installed into permanent memory (hard disk, CD, or other storage device) of a computer. The Software and other OnAirWare services are made available to you as an end user according to the terms and conditions set forth herein.
Trademark and Copyright. All service marks, logos, trade names, trade dress and trademarks of OnAirWare (collectively "Marks") are and shall remain the exclusive property of OnAirWare and nothing in this agreement shall grant you the license to use such Marks. All intellectual property in the Software including without limitation all audio, images, and text incorporated into the Software is owned exclusively by OnAirWare or licensed to OnAirWare for distribution, and are protected by the United States copyright laws and international copyright treaty provisions.
OnAirWare retains all worldwide rights in the Software and its Marks including without limitation ownership and proprietary rights. You may make one copy of the Software solely for backup or archival purposes and you may not copy any printed materials or documentation accompanying the Software for any purpose whatsoever. You may not reverse engineer, decompile, or disassemble the Software and you may not reproduce or distribute the Software or any derivative thereof in any format. The restrictions contained herein apply equally to any updates that may be periodically provided to you by OnAirWare. Any violation of the terms set forth herein is expressly prohibited by law and may result in severe civil and criminal penalties.
Warranty and disclaimers. THE SERVICES AND SOFTWARE PROVIDED BY OnAirWare ARE PROVIDED "AS IS." OnAirWare MAKES NO WARRANTY TO YOU OR ANY OTHER PERSON OR ENTITY, WHETHER EXPRESS OR IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR USE OR PURPOSE AS TO THE SOFTWARE OR OTHER SERVICES PROVIDED UNDER THIS AGREEMENT, OR AS TO ANY OTHER MATTER, ALL SUCH WARRANTIES HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE OR CONTENT. OnAirWare DOES NOT WARRANT THAT THE SOFTWARE ARE FREE FROM ANY VIRUS OR OTHER CODE THAT IS CONTAMINATING OR DESTRUCTIVE BY NATURE AND YOU ARE RESPONSIBLE FOR IMPLEMENTING AND MAINTAINING SUFFICIENT PROCEDURES TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT AS WELL AS PROTECTION FROM SUCH VIRUSES OR OTHER CODE THAT MAY CONTAMINATE OR DESTROY YOUR SYSTEM OR DATA.
Limitation of Liability. IN NO EVENT SHALL OnAirWare, ITS AFFILIATES, SUBSIDIARIES, AGENTS OR EMPLOYEES, BE LIABLE TO YOU OR ANY THIRD PARTY IN ANY RESPECT FOR ANY COSTS OR DAMAGES ARISING EITHER DIRECTLY OR INDIRECTLY FROM THE USE OF OnAirWare'S SERVICES AND/OR SOFTWARE INCLUDING WITHOUT LIMITATION ANY ACTUAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, RELIANCE OR SPECIAL DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, USE, DATA, GOODWILL OR BUSINESS OPPORTUNITIES OF ANY KIND OR NATURE WHATSOEVER, ARISING IN ANY MANNER FROM ANY CAUSE OF ACTION OR CLAIM RELATING TO THIS AGREEMENT, THE SERVICES PROVIDED BY OnAirWare OR TO THE USE OR INSTALLATION OF THE SOFTWARE. THIS LIMITATION OF LIABILITY APPLIES EQUALLY TO ANY THIRD PARTIES WITH WHOM OnAirWare ENTERS INTO A BINDING AGREEMENT TO MARKET, DISPLAY AND/OR DISTRIBUTE THE SOFTWARE TO END USERS AND SUCH THIRD PARTIES SHALL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY OF THE DAMAGES SET FORTH ABOVE.
Indemnification. You agree to indemnify and hold OnAirWare, its officers, directors, employees, agents, shareholders, licensors, suppliers and any third party providers from and against any and all damages, losses, costs including attorney's fees and expenses resulting from any violation of this agreement.
Termination. OnAirWare reserves the right to terminate the services provided by OnAirWare and your use of any OnAirWare services, including but not limited to your use of OnAirWare's software, if you violate any of the terms of this agreement, or for any other cause. You may terminate this agreement at any time by ceasing to use the Software or any other OnAirWare services, however any provisions contained herein which limit your rights shall survive such termination.
Other Agreements. Should the parties enter into any other agreements regarding software rights or any other matter contained herein, all provisions of this Agreement which are not specifically modified or superceded by such other agreements shall remain in full force and effect. Such other agreements shall be interpreted as incorporating all non-conflicting provisions of this Agreement, and any conflicts or modifications contained in such other agreements shall be construed as narrowly as possible.
Jurisdiction. This agreement and the relationship between OnAirWare and you shall be governed in accordance with the laws of the State of Rhode Island and Providence Plantations ("RI"). You agree to submit to the exclusive jurisdiction of RI. At the sole discretion of OnAirWare, any disputes arising from this Agreement, the exercise of any rights herein, any violation hereof, or any other matter between the parties may be settled by binding arbitration under the rules and procedures of the American Arbitration Association. If OnAirWare chooses this option, you agree to participate in that process, bear any related expenses, and be bound by any decision arising therefrom.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND IT AND THAT, BY INSTALLING OR USING THE SOFTWARE OR ANY OTHER OnAirWare SERVICES, YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS, REMEDIES AND LIABILITIES OF THE PARTIES HERETO.