Important! You must read and accept this agreement before proceeding with installation of the MediaShout Software.
This is an End-User Software License Agreement (“Agreement”) between WordSmith LLC d/b/a MediaShout (“Company”) and a single end-user (“Licensee” or “you”) governing the use of the Company’s proprietary MediaShout software (“Software”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
The Software is a licensed software product, and your rights are limited and restricted to those set forth in this Agreement. Downloading or installing the Software constitutes your acceptance of the Software and the terms of this Agreement. If you do not agree to be bound by each of the terms and conditions of this Agreement, you may not download or install the Software. The Software is available only to Licensees who can form legally binding contracts under applicable law. By installing the Software, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction. If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “Licensee” shall refer to such corporate entity. If, after your acceptance of this Agreement, Company finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Company shall not be liable for any loss or damage resulting from Company’s reliance on any instruction, notice, document or communication reasonably believed by Company to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Company reserves the right (but undertakes no duty) to require additional authentication from you.
This Agreement permits you to install the Software on as many computers that your license allows, to be used solely by you for the creation, management and/or delivery of your presentations and media. Under no circumstances are you permitted to install or use the Software on more computers than the license allows without purchasing a license to do so. This Agreement also permits you to download and/or use one copy of the printed Software instructions (“Software Documentation”).
You acknowledge that all rights to the Software and Software Documentation are owned by the Company and that the Software and Software Documentation are protected by U.S. and international copyright law. The Company retains title and ownership of the Software and any authorized copy of the Software, regardless of the form or media in or on which the original and other copies may exist. You may not distribute or copy the Software except that you may either (a) make one copy of the Software solely for backup purposes, or (b) transfer the Software to a single disk provided you keep the original solely for backup purposes. You may not sell, give, or otherwise transfer the Software to any other person or entity without the prior written consent of the Company. You may not copy the Software Documentation.
You agree not to modify, adapt, translate, reverse engineer, decompile or disassemble or create derivative works based on the Software.
The Software is covered by a limited warranty that it will operate as described by the Software Documentation. This limited warranty is effective for a period of thirty (30) days only from the date of delivery as evidenced by a copy of your receipt. The Company does not and cannot warrant the performance of results you may obtain by using the Software. This Limited Warranty is void if the failure of the Software has resulted from accident, abuse, misapplication, or hardware error.
THE COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND SOFTWARE DOCUMENTATION. Your sole and exclusive remedy and the Company’s entire liability to you under this Agreement shall be to replace your copy of the Software or return any license fees paid to the Company for use of the Software, at the Company’s option. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSSES) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE AND SOFTWARE DOCUMENTATION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.
You agree to protect, defend, indemnify and hold harmless Company from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Company directly or indirectly arising from (i) your use of the Software; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary rights. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of the Software.
The Software and Software Documentation licensed under this Agreement may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with these laws and all other laws and regulations applicable to the use or distribution of software. You acknowledge that you have the responsibility to obtain any licenses to export, re-export, or import as may be required after delivery of the Software to you. By the use of the Software, you acknowledge that you have read this agreement, understand it and that it is the complete and exclusive statement of your Agreement with the Company which supersedes any prior agreement oral or written and any other communications between the Company, its suppliers, or other agents and you relating to the subject matter of this Agreement and that your obligations under this Agreement shall inure to the benefit of the Company. No variation of the terms of this Agreement will be enforceable against the Company unless the Company gives its express consent in writing signed by an authorized officer of the Company. A printed version of this Agreement shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, excluding its conflicts of law rules, and the United States of America. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Middle District of Tennessee or Williamson County, Tennessee.
Company, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately.