License Agreement
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OverDrive Media Console
for BlackBerry®
Version 2.4
(January 2012)
This Software License Agreement ("Agreement") is a legal agreement made between OverDrive, Inc., 8555 Sweet Valley Drive, Valley Tech Center, Suite N, Cleveland, Ohio 44125 USA, ("Licensor"), and You (licensee and user of the Software). By installing and using the Software, You are confirming your acceptance of the Software and agreeing to become bound by the terms of this Agreement. If you do not agree to be bound by these terms, then do not install the Software. In consideration of the foregoing covenants and agreements contained herein, the Parties hereto agree as follows:
Licensor grants to You a non-exclusive, non-assignable, non-transferable, limited license to the OverDrive Media Console Mobile for BlackBerry smartphones and OverDrive Media Console Mobile Player ("Software") in machine-readable code for Your personal, non-commercial use only. The Software is licensed as a single product. Its component parts may not be separated for independent use. You may not remove any proprietary notices or labels on or in the Software. You may not sell, transfer, rent, lease or otherwise sub-license the Software or documentation to any third party under any circumstances. You may not in any way modify the Software. Any modifications to the Software will negate and void the limited warranties expressed herein. You shall not create modifications or adaptations to the Software or documentation in whole or in part, including, but not limited to translating or creating derivative works; furthermore, You shall not be permitted to disassemble or reverse compile the Software for any reason whatsoever.
You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology.
The Software is for Your personal, non-commercial use. You may not rely on the Software for any commercial purpose whatsoever. You shall not download and/or install the Software on public Internet terminals and/or computers, without prior written permission from Licensor.
IMPORTANT: During the term of this Agreement, Licensor may make available to you upgrades and revisions to the Software. In the event Licensor releases and makes available any upgraded or replacement version of the Software, you shall obtain such newer version and discontinue use of the prior release of the Software. You are advised that Version 2.4 of the Software may contain bugs and may change during the Version 2.4 rendering the Software incompatible with other software. You agree to limit Your use of Version 2.4 of the Software for personal, non-commercial use only and not for any commercial or production purposes.
OWNERSHIP: You acknowledge and agree that Licensor, and its suppliers, maintain exclusive ownership of and to Software, in all forms and all copies thereof including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks, and proprietary and confidential information rights associated with Software. Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the Software. The Software is licensed, not sold. You shall not prepare derivative works of Software or any portion thereof. No ownership rights in any of the Software are transferred to you. You acknowledge and warrant that nothing in this Agreement gives You the right, title or interest in Software except for Your limited express rights granted pursuant to this Agreement.
DIGITAL CONTENT: Use of the Software and Associated Services (“Services”), along with the digital content (“Content”) grants You a non-exclusive, limited time, non transferable license to use the Content for Your personal, non-commercial use, subject to and in accordance with the terms of this Agreement. Where permitted, You may copy, transfer and burn the Content only for Your personal, non-commercial use. For Content downloaded from a library service, at the end of the lending period, Your license to the Content terminates, and You may no longer use or access the Content. At the end of the lending period, You are required to delete and/or destroy any and all copies of the Content. In the event OverDrive, the library or other rights holders determines You are violating permitted uses of the Content, we reserve the right to suspend or terminate Your ability to use or access an OverDrive service or Content. You shall not use the Software or any other means to download and/or install Content on public internet terminals and/or computers without prior written permission from OverDrive.
RESTRICTIONS: You represent, warrant and agree that You will use the Content only for Your personal, non-commercial use and not for any redistribution of the Content or other use restricted in this Section. You agree not to infringe the rights of the Content's copyright owners and to comply with all applicable laws in your use of the Content. You will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sub-license or otherwise transfer or misuse the Content in violation of this Agreement. You are not granted any synchronization, public performance, promotional use, commercial sale, resale, reproduction or distribution rights for the Content. You acknowledge that the Content embodies the intellectual property of a third party and is protected by law.
CONFIDENTIALITY: You acknowledge that the Software is confidential information of Licensor and that it embodies certain valuable proprietary information and trade secrets. Accordingly, during the term of this Agreement, You agree to use Software only in accordance with the terms and conditions of this Agreement. You agree to implement procedures to prevent other persons from obtaining access to or use of the Software without Your knowledge and Licensor's prior express written permission. Furthermore, with respect to the Software, You acknowledge the uniqueness of such Software and that Licensor will suffer irreparable harm shall You fail to abide by the terms and conditions herein. You further agree that Licensor may, in addition to recovering legal damages, proceed in equity to obtain injunctive relief to enjoin You from violating Licensor's rights in Software.
NO WARRANTIES.
THE SOFTWARE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.
IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
LICENSOR SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.
LIMITATION OF LIABILITY: In no event will Licensor be liable for any damages whatsoever including but not limited to, direct, indirect, special, incidental, or consequential damages or other pecuniary loss arising out of use or inability to use the Software, even if Licensor has been advised of the possibilities of such damages.
NO MAINTENANCE OR SUPPORT: This Agreement does not express or entitle You to any support or maintenance for the Software.
TERMINATION: Licensor may terminate this Agreement and any license to use the Software at its discretion. Upon termination, You shall destroy and remove from any and all systems all copies of the Software. All disclaimers of warranties and limitation of liability set forth in this Agreement shall survive any termination of this Agreement.
SEVERABILITY: In the event that a court of competent jurisdiction determines that any portion of this Agreement is unenforceable, said unenforceability shall not affect any other provision of this Agreement.
ALL DISPUTES ARISING FROM THE AGREEMENT: This Agreement shall be governed, interpreted, and enforced by the laws of the State of Ohio. Any legal action brought involving the Software and/or Agreement shall be brought only in the courts of the State of Ohio, in the County of Cuyahoga, or in the federal courts located in such state (and county). Both Parties to this Agreement submit to venue and jurisdiction in these courts. In the event that an action or claim arises outside of the exclusive jurisdiction specified herein which names OverDrive, Inc. as a party, Licensor and You specifically agree to initiate, consent to and/or cooperate with any and all efforts to remove the matter to the exclusive jurisdiction named herein, or otherwise take any and all reasonable actions to achieve the objectives of this provision.
OUTSIDE THE U.S.: The limitations or exclusions of warranties and liability contained in this Agreement do not affect or prejudice the statutory rights of a consumer, i.e., a person acquiring goods otherwise than in the course of a business. The limitations or exclusions of warranties, remedies or liability contained in this Agreement shall apply to You only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where You are located.
ENTIRE AGREEMENT: This Agreement constitutes the entire Agreement and understanding of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and proposals, oral or written. This Agreement may be amended or modified only by a subsequent agreement in writing signed by each of the parties and may not be modified by course of conduct.
U.S. GOVERNMENT RESTRICTED RIGHTS: Distribution and use of the Software and derivative works thereof to and by the United States Government will be subject to the Restricted Rights as set forth in subparagraph (c) (1) ii of the rights in Technical Data and Computer Software clause at DFAR 252.227-7013. All Software is commercial computer software developed at private expense. Use, duplication or disclosure by the U.S. Government is subject to the restrictions set forth in FAR 52.277-19(c)(2) where applicable or the applicable provisions of the DFAR supplement 252.227.7013 subdivision (a)(15) or (a)(17).
GENERAL: All questions concerning this Agreement shall be directed to: OverDrive, Inc. 8555 Sweet Valley Drive, Valley Tech Center, Suite N, Cleveland, Ohio 44125 USA Attention: General Counsel.
TRADEMARKS: BlackBerry®, is owned by Research In Motion Limited and is registered in the United States and may be pending or registered in other countries. OverDrive, Inc. is not endorsed, sponsored, affiliated with or otherwise authorized by Research In Motion Limited. BlackBerry®, RIM®, Research In Motion®, SureType®, SurePress™ and related trademarks, names and logos are the property of Research In Motion Limited and are registered and/or used in the U.S. and countries around the world. Used under license from Research In Motion Limited.
Important Notice About Copyrighted Materials: The laws of copyright protect Content. Copyrights in the Content are held by their respective owners. The Content embodies the intellectual property of a third party and is protected by law. You may use the Content only for Your personal, non-commercial use. The Content and any other copyrighted material may not be modified, copied, distributed, shared, displayed, emailed, transmitted, sold or otherwise transferred, conveyed or used, in a manner inconsistent with the Agreement, or rights of the copyright owner. You will not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, sub-license or otherwise transfer the Content. You are not granted any synchronization, public performance, promotional use, commercial sale, resale, reproduction or distribution rights for the Content. For Content downloaded from a library service, at the end of the lending period, Your license to the Content terminates, and You may no longer use or access the Content. At the end of the lending period, You are required to delete and/or destroy any and all copies of the Content. In the event OverDrive, the library or other rights holders determines You are violating permitted uses of the Content, we reserve the right to suspend or terminate Your ability to use or access an OverDrive service or the Content.
