| IMPORTANT PLEASE READ CAREFULLY LIVESTATION SOFTWARE LICENCE |
| |
| This Software Licence (the "Agreement") is a legal agreement between you and |
| Livestation Limited, a company incorporated in England and Wales (Company |
| No: 6872775) having its registered office at 32 St James's Street, London |
| SW1A 1HD (referred to in this Agreement as Livestation, We or Us as the |
| context permits) granting you limited rights to download and use our |
| software, subject to the terms of this Agreement. |
| |
| ALL PERSONAL INFORMATION OBTAINED FROM YOU BY US RELATING TO THIS |
| AGREEMENT AND THE SOFTWARE IS SUBJECT TO OUR PRIVACY POLICY, LOCATED AT |
| WWW.LIVESTATION.COM/PRIVACY. IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS |
| AGREEMENT, YOU SHOULD NOT DOWNLOAD OR USE THE SOFTWARE: |
| |
| THE PARTIES AGREE AS FOLLOWS: |
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| 1. Software Licence |
| |
| We grant you a personal, non-exclusive, royalty-free, non-transferable, |
| revocable licence during the Term to download and use the Livestation Player |
| (the "Software") without the right to sub-licence such rights, solely on the |
| terms and subject to the conditions of this Agreement. The "Term" means the |
| period from the date that you download the Software until the date you stop |
| using the Software. |
| |
| 2. Registered and Licensed Users |
| |
| 2.1 In order for you use the Software, you must register with us and provide |
| us with an email address and obtain a unique password for accessing |
| and using the Software (the "Password"). It is your responsibility to |
| ensure that you keep your Password and other account details secure and |
| confidential. They must not be disclosed to or used by any other person. You |
| are responsible and wholly liable for all acts or omissions committed by any |
| other person who accesses and / or uses the Software through or by means of |
| your account or Password. |
| |
| 2.2 Livestation delivers live television and radio broadcast programme |
| services. Reception of these services may require a television or radio |
| licence in some countries. You should ensure that your use of Livestation is |
| covered by such a licence where required. |
| |
| 2.3 Livestation also delivers desktop alerts and messages from time to time |
| to your desktop by receipt of messages through your internet connection. You |
| will need to keep your computer connected to the Internet to receive these |
| messages. |
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| 3. The User's Obligations |
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| 3.1 You shall: |
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| (a) only use the Software in the manner, and for the purposes, expressly |
| specified in this Agreement; |
| |
| (b) except as expressly provided in this Agreement, not use, reproduce, |
| dispose of, deal with, rent, lease, loan, modify, adapt, reverse engineer, |
| decompile or disassemble the whole or any part of the Software; |
| |
| (c) except as expressly provided in this Agreement, not copy, reproduce, |
| republish, upload, post, transmit, or distribute the Software, or any |
| portion thereof, or facilitate or permit any third party to do so; |
| |
| (d) not incorporate or allow the Software to be incorporated in any other |
| software; |
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| (e) not attempt to access any systems, programs or data of ours that are not |
| licensed under this Agreement; |
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| (f) not use any device or software to interfere or attempt to interfere with |
| the proper operation of the Software; |
| |
| (g) keep confidential and not disclose (or make available any information on |
| or relating to) the existence, features, functionality, capabilities or |
| contents of the Software or your conclusions, opinions, findings or other |
| information regarding the Software or your evaluation of the Software, or |
| the contents of this Agreement (such confidentiality and non-disclosure |
| obligations to survive the termination of this Agreement), provided that |
| this Clause shall not extend to information which was rightfully in your |
| possession prior to the negotiations leading to this Agreement, which was |
| already public knowledge at the Acceptance Date or becomes so at a future |
| date (otherwise than as a result of a breach of this Clause) or which you |
| are legally required by applicable law, rule, regulation or lawful order or |
| ruling of any court, government agency or regulatory commission to disclose, |
| in which case you agree that you will provide us with prompt notice of such |
| requirement to enable us to seek an appropriate protective order or to take |
| steps to protect the confidentiality of our confidential information, and in |
| the event such protection is not obtained or we waive compliance with the |
| provisions of this Clause, you agree that you will disclose only that |
| portion of the confidential information which you are legally required to |
| disclose. For the avoidance of doubt, this Clause shall not apply to any |
| information that we have expressly directed you to disclose or make |
| available to us or any third party; |
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| (h) safeguard the Software from access by anyone other than yourself; and |
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| (i) not delete or in any manner alter any notices, disclaimers, insignia, |
| lettering or other legends contained in the Software or appearing on any |
| screens, documents, reports, numeric results or other materials obtained by |
| you through use of the Software. |
| |
| 3.2 Notwithstanding Clause 3.1(b) and provided that the EU Software |
| Directive or other applicable law confers or may confer on you any right to |
| decompile or disassemble any portion of the Software or its components you |
| shall not attempt or commence any such disassembly or decompilation unless: |
| (1) prior to such actual or attempted disassembly or decompilation, you have |
| notified us in writing that you require such information as is necessary to |
| permit you to create an independent program which can be operated with any |
| portion of the Software or its components and we have not provided such |
| information within one (1) month of your written request, and (2) the |
| information so obtained is not used for any other purpose. |
| |
| 3.3 You shall not copy or reproduce the Software other than as expressly |
| permitted elsewhere in this Agreement, except that you may make one copy for |
| backup and security purposes. You hereby acknowledge that all copies |
| (whether complete copies or partial copies) made of the Software are our |
| property. |
| |
| 4. User Representations and Warranties |
| |
| 4.1 You represent and warrant to us that you have authority to enter into |
| this Agreement. |
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| 4.2 Livestation allows users to create links to third-party streams. The |
| streams' content, business practices and privacy policies are not under our |
| control, and we are not responsible for the content of any linked stream, |
| website or any link contained in a linked stream or website. The inclusion |
| of a link by Livestation you add does not imply any endorsement by or any |
| affiliation with Livestation. In accessing the streams or links or following |
| links to third-party websites or streams you may be exposed to content that |
| you consider offensive or inappropriate. You agree that your only recourse |
| is to stop using Livestation or the streams or links. You may remove your |
| link to a stream at any time. |
| |
| 4.3 Livestation reserves the right to remove or modify any information, |
| streams, links or user's account at any time without notice. In the event |
| of complaint from any third party Livestation may contact you before |
| removing or blocking access to any information but shall not be obliged to |
| do so. Before viewing streams or adding links or other information you |
| agree to confirm that doing so will not be in breach of any law or third |
| party rights. |
| |
| 4.4 You agree that we may copy, share, store, amend or delete any |
| information we deem appropriate in the provision and operation of |
| the Livestation service. This ability shall not reduce or amend your |
| responsibility for ensuring that use of any information (including links and |
| streams) you provide is legal. You recognise and agree that Livestation does |
| not check the content of each link and you represent and warrant to |
| Livestation that you have the right to grant, to Livestation a perpetual, |
| non-exclusive, transferable, fully paid, worldwide license (with the right |
| to sublicense) to use, copy, publicly perform, publicly display, reformat, |
| translate, excerpt (in whole or in part) and distribute the material which |
| you are linking to for any purpose connected with Livestation including |
| commercial, advertising, or otherwise. You can remove a link at any time, if |
| you choose to remove your link, the license granted above will automatically |
| expire. You agree to hold harmless and indemnify Livestation in respect of |
| any claim by any third party arising from your use of or creation of a link |
| to a stream in Livestation. |
| |
| 4.5 Livestation makes no warranties whatsoever regarding the license |
| agreements required for accessing, and the information provided through, any |
| stream or link, and disclaims all liability for damages, including without |
| limitation, any general, special, incidental or consequential damages, |
| resulting from their use. Livestation also reserves the right to collect |
| information about creation and viewing of user added streams, including but |
| not limited to anonymous usage information for statistical purposes. |
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| 5. Liability |
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| 5.1 Except as otherwise expressly provided in this Agreement: |
| |
| (a) the Software is provided "as-is" and, to the maximum extent permitted by |
| applicable law, we disclaim all conditions and warranties of any kind, |
| express (unless set out in this Agreement) or implied, regarding the |
| Software or otherwise relating to this Agreement, including conditions and / |
| or warranties of fitness for a particular purpose, satisfactory quality, |
| merchantability, non-infringement and accuracy; |
| |
| (b) we do not warrant or represent that the Software is or will be accurate, |
| free from defects, complete, without error, or free of viruses, worms, other |
| harmful components, or other program limitations, or that it will function |
| correctly or at all; |
| |
| (c) you assume the entire cost of all necessary servicing, repair, or |
| correction of problems caused by viruses or other harmful components, or the |
| failure of the Software to operate or operate correctly; |
| |
| (d) we make no warranties or representations as to the accuracy, quality, |
| reliability, suitability, completeness, truthfulness, usefulness, or |
| effectiveness of the Software; and |
| |
| (e) use of the Software is entirely at your own risk and we shall have no |
| liability or responsibility to you under or in relation to this Agreement. |
| |
| 5.2 You shall use the Software at your own risk and in no event shall we be |
| liable to you for any loss or damage of any kind (except personal injury or |
| death resulting from our negligence) arising from the your use of or |
| inability to use the Software or from faults or defects in the Software |
| whether caused by negligence or otherwise. |
| |
| 5.3 The express terms of this Agreement are in lieu of all warranties, |
| conditions, undertakings, terms and obligations implied by statute, common |
| law, trade usage, course of dealing or otherwise all of which are hereby |
| excluded to the fullest extent permitted by law. |
| |
| 5.4 You agree to defend, indemnify and hold us harmless from any losses, |
| liabilities, damages, actions, claims or expenses (including legal fees and |
| court costs) arising or resulting from your breach of any term of this |
| Agreement or caused by your acts or omissions or the acts or omissions of |
| any other person using your Password or other account details. |
| |
| 5.5 Nothing in this Agreement shall operate to avoid or exclude the |
| liability of either party for death or personal injury caused by its |
| negligence or for fraud. |
| |
| 5.6 Subject to Clause 5.5, without prejudice to any provision of this |
| Agreement, our maximum aggregate liability to you under or in relation to |
| this Agreement or any matter arising out of it shall be 500 GBP. |
| |
| 6. Term and termination |
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| 6.1 This Agreement and your right to use the software shall be effective |
| from the Acceptance Date and shall continue in force unless and until |
| terminated in accordance with the provisions set out in this Clause 6. |
| |
| 6.2 We may terminate this Agreement immediately without liability on written |
| notice to you for any reason whatsoever. |
| |
| 6.3 Without prejudice to Clause 6.2 above, this Agreement may also be |
| terminated immediately by either party on giving notice in writing to the |
| other if: |
| |
| (a) the other shall have a receiver or administrative receiver appointed or |
| shall pass a resolution for winding-up (otherwise than for the purpose of a |
| bona fide scheme of solvent amalgamation or reconstruction); |
| |
| (b) a court of competent jurisdiction shall make an order to that effect; |
| |
| (c) the other party shall become subject to an administration order; |
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| (d) the other party shall enter into any voluntary arrangement with its |
| creditors; |
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| (e) the other party shall cease or threaten to cease to carry on business; |
| or |
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| (f) the other party shall commit any breach of this Agreement. |
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| 6.4 Any termination of this Agreement shall not affect any accrued rights or |
| liabilities of either party nor shall it affect the coming into force or the |
| continuance in force of any provision of this Agreement which is expressly |
| or by implication intended to come into or continue in force on or after |
| such termination. |
| |
| 6.5 On termination of this Agreement, you must immediately cease using the |
| Software and, unless we otherwise agree in writing, you may not directly or |
| indirectly download, access or use the Software (or any other software made |
| available by us). You must also destroy and / or delete all copies of the |
| Software (and any materials provided in connection with it by us). Without |
| prejudice to the foregoing, we shall also be entitled on termination of this |
| Agreement to disable the Software if you have not destroyed / deleted it. |
| |
| 6.6 Sections 3(g), 3(h), 5, 6.4, 6.5, 7, 8, 9, 13, and 14 shall survive this |
| Agreement on termination. |
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| 7. Reservation of rights |
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| 7.1 We reserve the right to: |
| |
| (a) suspend access to the Software and replace it with another version at |
| any time during the term of this Agreement; |
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| (b) disable the Software or require you to cease using it at any time; and |
| |
| (c) charge you for access to and use of the Software, by giving no less than |
| 7 days' notice in writing. If we have notified you of our decision to charge |
| for use of the Software and you do not wish to pay for your use of the |
| Software, you must notify us and cease absolutely to use the Software. On |
| the sending of any such notice, this Agreement will automatically terminate. |
| |
| 8. Intellectual Property Rights |
| |
| 8.1 We or our licensors own all rights, title and interests in the Software |
| including trade secrets, patents, copyrights and database rights, and the |
| Software shall remain the sole and exclusive property of us or our |
| licensors. Except as provided in Clause 1.1 of this Agreement, you have no, |
| and are not granted, any right, title, interest or licence in the Software. |
| |
| 8.2 You grant us a non-exclusive, perpetual, irrevocable, worldwide, |
| royalty-free licence with the right to sublicense, use, copy, transmit, |
| distribute, create derivative works of, display and perform the same |
| in respect of any materials or other information (including, without |
| limitation, ideas, concepts or techniques for new or improved services and |
| products) submitted by you in connection with the Evaluation Process, |
| whether as feedback, data, questions, comments, or suggestions. |
| |
| 8.3 Livestation viewers using any of Livestation's interactive features |
| agree that any statement, comment or other contributions made by Livestation |
| users may be republished by Livestation and/or Livestation's partner |
| broadcasters including, but not limited to, being broadcast live on-air. |
| |
| 8.4 You agree and understand that any website logs, site statistics or other |
| data collected by us (the "Site Statistics") shall be and remain our sole |
| and exclusive property. |
| |
| 8.5 This Agreement does not grant you a licence to use any of our trade |
| marks, trade names, or logos, and you recognise that our trade marks, trade |
| names and logos are valuable assets of ours and that substantial recognition |
| and goodwill are associated with them. You agree that you shall not use or |
| permit any third party to use, at any time, our trade marks, trade names, or |
| logos. |
| |
| 9. Hardware and Service Requirements |
| |
| 9.1 You are solely responsible for acquiring, servicing, maintaining, and |
| updating all equipment, computers, software and communications services not |
| owned or operated by or on behalf of us, to enable you to download, access |
| and use the Software, and for all expenses relating thereto (plus any |
| applicable taxes). You agree to download, access and use the Software in |
| accordance with any and all operating instructions or procedures that may be |
| issued by us, as amended by us from time to time. You must promptly |
| implement all updates, patches and upgrades to the Software and, if |
| instructed, uninstall and replace the Software with any new versions or |
| releases that we provide to you. |
| |
| 10. Performance |
| |
| 10.1 You understand and agree that the operation and availability of the |
| systems used to transmit information or for accessing and interacting with |
| the Software including, the public telephone, computer networks and the |
| internet, whether or not supplied or made available by us, you or others, |
| can be unpredictable and may, from time to time, interfere with or prevent |
| the access to and/or the use or operation of the Software. We are not in any |
| way responsible for any such interference with or prevention of your access |
| and/or use of the Software. |
| |
| 11. Training and Support |
| |
| 11.1 Unless we otherwise agree, we will not provide any training or support |
| to you relating to the Software. |
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| 12. Notices |
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| 12.1 Notices |
| |
| All questions or comments concerning this Agreement shall be submitted to us |
| by you via email at support@livestation.com. All Notices to be given under |
| this Agreement by you shall be sent to the same address, with a copy to |
| notices@livestation.com. |
| |
| All Notices to be given under this Agreement to you by us shall be submitted |
| via email to the address notified to us by you as part of the registration |
| process, or such other email address as you may confirm to us by updating |
| your registration details. It is your responsibility to ensure that you have |
| provided us with current and correct email details. All Notices sent by us |
| to the email address last provided by you shall be deemed valid and |
| effective and we shall not be liable or responsible if any Notice fails to |
| reach you because you have not provided us with the correct details or have |
| failed to keep them up to date. |
| |
| 12.2 Acceptance |
| |
| (a) By accepting below and providing us with your email address you agree |
| and consent to: (i) contract electronically with us in accordance with this |
| Agreement; and (ii) receipt of electronic legal notices regarding this |
| Agreement to the email address you have provided to us. |
| |
| 12.3 Agreement Please print a copy of this Agreement for your records and |
| keep it securely. |
| |
| 13. General Provisions |
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| 13.1 Severability and Waiver |
| |
| If any provision of this Agreement is held by a court of competent |
| jurisdiction or other competent authority to be invalid, unlawful or |
| unenforceable for any reason then such part will be severed from the |
| remainder of this Agreement, which will continue to be valid and enforceable |
| to the fullest extent permitted by law. The parties agree to replace any |
| invalid provision with a valid provision which most closely approximates the |
| intent and economic effect of the invalid provision. In the event of a |
| holding of invalidity so fundamental as to prevent the accomplishment of the |
| purpose of the Agreement, the parties shall promptly commence good faith |
| negotiations to remedy such invalidity. No delay on the part of either party |
| in exercising any right or remedy under this Agreement shall operate as a |
| waiver thereof nor shall any single or partial exercise of any right or |
| remedy under this Agreement preclude any other or further exercise of such |
| right or remedy. |
| |
| 13.2 Definitions and Headings |
| |
| References to: |
| |
| (a) The "Software" include references to all modifications, patches, |
| updates, upgrades, new versions and releases of the Software provided by us |
| to you, unless provided to you under the terms of any separate licence |
| agreement entered into between us. |
| |
| (b) "You" and "your" are to you, the individual who has accepted the terms |
| and conditions of this Agreement; |
| |
| (c) "We", "us" and "our" are to Skinkers Limited, as defined above, and its. |
| permitted successors and assignees Headings used in this Agreement are for. |
| reference purposes only and do not define or limit the scope or extent of. |
| the clauses to which they relate or in any way affect this Agreement . |
| |
| 13.3 Assignment and Sub-contracting |
| |
| This Agreement and your rights, duties and obligations hereunder are |
| personal to you and you may not assign your rights, delegate your duties or |
| subcontract your rights without our prior written consent, which we may |
| provide or withhold at our entire discretion. We may assign, transfer, or |
| delegate this Agreement and / or all or any of our rights and obligations |
| under it or grant or sub-contract all or any of such rights and obligations |
| to any person or entity. The parties' rights and obligations will bind and |
| inure to the benefit of their respective successors and permitted assigns. |
| |
| 13.4 Independent Contractors |
| |
| The parties to this Agreement are independent contractors, and no agency, |
| partnership, joint venture or employee-employer relationship is intended or |
| created by this Agreement. Neither party shall have the power to obligate or |
| bind the other party. |
| |
| 13.5 Data Protection |
| |
| Both parties warrant that they will duly observe all their obligations under |
| the Data Protection Act 1998 (as amended) which arise in connection with |
| this Agreement. |
| |
| 13.6 Amendments |
| |
| We reserve the right, at any time, to change the terms of this Agreement, |
| including our privacy policy, by providing you with notice of such changes. |
| Any use of the Software by you after such notification of any such changes |
| shall constitute your acceptance of the Agreement as modified. This |
| Agreement may not otherwise be amended except as agreed by both parties in |
| writing. |
| |
| 13.7 Entire Agreement |
| |
| (a) Each party acknowledges that, in entering into this Agreement, it does |
| not do so on the basis of, and does not rely on, any representation, |
| warranty or other provision except as expressly provided in the Agreement |
| and all conditions, warranties or other terms implied by statute or common |
| law are hereby excluded to the fullest extent permitted by law. |
| |
| (b) This document is the entire Agreement between the parties and supersedes |
| all other agreements or arrangements, whether written or oral, express or |
| implied. |
| |
| (c) You and we acknowledge and agree that the allocation of risk and |
| liability contained in this Agreement is reasonable in all the circumstances |
| having regard to all relevant factors including the functionality and |
| capabilities of the Software and the testing and evaluation purposes of this |
| licence. |
| |
| 13.8 Injunctive Relief |
| |
| Each party acknowledges that a violation of Clauses 1, 3, 8, 9 and 10.1 of |
| this Agreement would cause irreparable harm to the other party for which no |
| adequate remedy at law exists and each party therefore agrees that, in |
| addition to any other remedies available, the aggrieved party shall be |
| entitled to seek injunctive relief to enforce the terms of Sections 1, 3, 8, |
| 9 and 10.1. The prevailing party shall be entitled to recover all costs and |
| expenses, including reasonable legal fees incurred because of any such legal |
| action. |
| |
| 13.9 Force Majeure |
| |
| We will not be responsible for any failure to perform due to causes beyond |
| our reasonable control, including, acts of God, acts of terrorism, war, |
| riot, embargoes, acts of civil or military authorities, national disasters, |
| strikes and the like. |
| |
| 13.10 Contracts (Rights of Third Parties) Act 1999 |
| |
| This Agreement is enforceable only by you and us and nothing in this |
| Agreement confers or is to be deemed to confer a benefit on a person not a |
| party to this Agreement. It is hereby agreed between the parties that the |
| Contracts (Rights of Third Party) Act 1999 shall not apply to this |
| Agreement. |
| |
| 13.11 Law |
| |
| This Agreement shall be governed by and construed in accordance with English |
| law and the parties submit to the exclusive jurisdiction of the English |
| Courts. |
| |