IMPORTANT – READ CAREFULLY:
BY USING ANY SOFTWARE PROVIDED TO YOU IN CONNECTION WITH THE GO TV SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS SOFTWARE LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.
1. Grant Of Limited License. Subject to the terms and conditions of this Agreement, GO plc (“GO”) grants you (which for purposes of this Software License Agreement shall include members of your immediate household for whom you will be responsible hereunder), without additional fee or charge to you, a nonexclusive limited, personal and non-transferable license, with restrictions as described below, to use any software program, in object code only, only as embedded in the IPTV products provided to you by, or on behalf of, GO (the “Software”), which includes any documentation accompanying the Software, for the sole purpose of using the GO TV service, provided that (i) the Software may NOT be removed from the IPTV products or modified; (iii) all copyright notices are maintained on the Software; and (iv) you agree to be bound by all the terms of this Software License Agreement. Software is only for your own personal, non-commercial use and not for use in the operation of a business or service bureau or for the benefit of any other person or entity.
2. No Ownership Rights. You have no ownership rights in any Software. Rather, you have a limited license to use the Software as long as this Software License Agreement remains in full force and effect. Ownership of the Software and all intellectual property rights (including but not limited to all copyrights, patents, patent applications, trade secrets, trademarks, source code, text and any images, photographs, icons, graphics, animations, video, audio, music, and all other materials incorporated within the Software) therein shall remain at all times with GO and/or its licensors. Any use of Software by any other person, business, corporation, government organization or any other entity is strictly forbidden and is a violation of this Software License Agreement. All rights not expressly granted herein are reserved by GO and its licensors.
3. Third Party Software. There are software programs contained within certain Software that have been licensed to GO by third parties. The term “Software” as used herein shall refer to such third party software except where the term Software refers expressly to the ownership or other specific rights of GO. The same terms and conditions, including all limitations and restrictions, set forth in this Software License Agreement apply to each third party software program contained in the Software.
4. Intellectual Property. The Software contains material that is protected by applicable law, including copyright and trade secret, and by international treaty provisions. All rights not specifically granted to you herein are reserved to GO and to any third party with ownership rights in Software and documentation used in the Software. You may not remove any proprietary notice of GO or any other party from any copy of Software or documentation.
5. Restrictions And Requirements
a. This Software License Agreement is your proof of license to exercise the rights granted herein. In order to satisfy your obligations hereunder and to maintain the confidentiality of the Software, you must take reasonable steps to protect the Software consistent with the license restrictions set forth herein and GO’s and other third parties’ ownership rights in the Software.
b. As a condition of the limited license for the Software you may not:
(i) publish, display, disclose, rent, lease, modify, loan, distribute, pledge, transfer, sell, offer to sell, import grant rights to the Software, or create derivative works based on the Software or any part thereof; (ii) reverse engineer, decompile, translate, adapt, disassemble or otherwise reduce the Software to human readable form;
(iii) attempt to create the source code from the object code for the Software;
(iv) transmit the Software over any network or between any devices, although you may use the Software to make such transmissions of other materials;
(v) make any third party software contained in the Software a stand-alone product;
(vi) take any action that will infringe on the intellectual property or other proprietary rights of GO or any third party software provider;
(vii) sublicense, rent, lease, or assign the Software or
(viii) remove the Software from the IPTV products supplied by GO or
(ix) access the Software for purposes of developing, marketing, selling or distributing any product or services that competes with or includes features substantially similar to the Software or
(x) use the Software in any way that does not comply with all applicable laws and regulations or
(xi) Publicly perform or publicly display the software where such publicity is given specifically with the purpose, whether in whole or in part, of showcasing the software.
c. If GO informs you, by any method described in the GO Customer Agreement to which this Software License Agreement is attached (the “Agreement”), that any enhancements or upgrades are available for the Software, or that the Software otherwise is being modified by GO, you will take prompt action to download such enhancements, upgrades or changes, or otherwise obtain such enhancements, upgrades or changes in the manner directed by GO, within the time frame stated in the notice. If you fail to do so, you acknowledge that the Software may not work correctly or that you will not be able to take advantage of all available features of the Software after the stated period in the notice.
d. You have the obligation to protect yourself and minimize any damages you might suffer if the Software or any portion thereof, has a defect or fails for any reason.
6. Disclaimer of Warranties And Other Disclaimers
a. The Software is provided “AS IS.” To the maximum extent permitted by law, GO makes NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE. Additionally, GO makes NO WARRANTIES with respect to lack of viruses, accuracy or completeness of responses, results or lack of negligence, correspondence to description, warranty of title or non-infringement. GO does NOT WARRANT that the functions contained in the Software will meet any requirements or needs you may have, or that the Software will operate error free, or in an uninterrupted fashion, or that any defects or errors in the Software will be corrected, or that the Software is compatible with any particular platform. GO reserves the right to modify the Software at any time. GO is not obligated to provide any updates to the Software. Any use by you of the Software is at your own risk.
b. THE LIABILITY OF GO AND THE OTHER PROVIDERS OF THE SOFTWARE TO YOU IS EXPRESSLY LIMITED AS SET FORTH BELOW AND THAT BY USING THE SOFTWARE YOU ACCEPT AND AGREE TO THESE LIMITATIONS.
7. Limitation Of Liability And Damages. You assume full and complete responsibility and liability for your use of the Software. Except as specifically provided in this Agreement, IN NO EVENT WILL GO, OR ANY OTHER ENTITY THAT HAS PROVIDED ANY OF THE SOFTWARE, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR LOSS OF BUSINESS INFORMATION OR OTHER DATA) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY, EVEN IF GO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SOFTWARE EXCEED THE AMOUNT YOU HAVE PAID FOR THE SOFTWARE. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR RESTRICT THE LIABILITY OF US TO YOU FOR ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY LAW.
8. Termination. This Software License Agreement is effective only during the term of this Agreement and shall terminate upon any termination of this Agreement. You may terminate this Software License Agreement at any time by destroying or returning to GO all copies of the Software and associated documentation in your possession or under your control and terminating this Agreement. This Software License Agreement will terminate:
(i) at any time that this Agreement is terminated or
(ii) if GO finds that you have violated any of the terms of this Software License Agreement. Upon termination, you agree to destroy or return to GO all copies of the Software and documentation and, upon GO’s request, to certify in writing that all known copies, including backup copies, have been destroyed. No waiver of any breach of any provision of this Software License Agreement shall constitute a waiver of any prior, concurrent of subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless it is made in writing and is signed by an authorized representative of the waiving party. All provisions relating to confidentiality, proprietary rights, and nondisclosure shall survive the termination of this Software License Agreement.
a. GO may modify the Software and may amend or modify this Software License Agreement at any time in its sole discretion upon notice to you. GO will notify you of any such modifications or amendments as provided in this Agreement. Customer agrees that any methods set forth therein will constitute sufficient notice of any change to this Software License Agreement. Your continued use of the Software following notice of such change shall be deemed to be your acceptance of any such change. If you do not agree to any such change, you must immediately stop using the Software and notify GO that you are terminating this Software License Agreement and this Agreement. You may not amend or modify this Software License Agreement without GO’s prior written consent, which we may provide or withhold in our sole discretion. Any attempt by you to amend or modify this Software License Agreement by any other means, including but not limited to, a check notation, a restrictive endorsement, or a note with a payment, is invalid and unenforceable.
b. GO may assign its rights and obligations under this Software License Agreement, without notice, to
(i) any affiliate of GO, or
(ii) to any party (or its affiliate) acquiring all or substantially all of the assets or stock, by merger or otherwise, of GO or any affiliate of GO.
c. This Software License Agreement and this Agreement shall constitute the entire Agreement between the parties hereto. If any part of this Software License Agreement is found invalid or unenforceable, the remainder of this Software License Agreement shall remain in full force and effect and shall be interpreted so as to reasonably give effect to the intention of the parties. This Agreement supersedes any prior or contemporaneous oral or written negotiations or any agreements between you and GO with respect to the Software and any supporting documentation.
d. The Software may include open source software components. These open source components are provided to you and subject to the terms of the applicable open source licence, which are available on request.
e. You may not assign any of your rights or obligations under this Agreement to another party.
10. Governing Law & Jurisdiction.
This Agreement, its subject matter and formation, is governed by and construed and enforced in accordance with the laws of Malta without reference to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Furthermore, any dispute or claim (including non-contractual disputes or claims) arising out of or relating in any way to this Agreement, its subject matter or formation, or your use of the Software shall be subject to the exclusive jurisdiction of the Courts of Malta.