Membership
Terms and Conditions:
Please
note that all members are bound by the following download agreement.
For those who intend to download our content for personal, private
use -- we appreciate your patronage and this does not effect you
in any way. It is merely a safeguard against abusive behavior
resulting from the illegal activities of dishonest people that
could effect our ability to provide a unique and entertaining
user experience and/or disrupt our valued members' right to enjoy
our content.
CONTENT DOWNLOAD AGREEMENT
IMPORTANT! PLEASE READ THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING,
INSTALLING, OR OTHERWISE USING ANY CONTENT (AS DEFINED BELOW)
FROM THIS WEB SITE. BY CLICKING ON THE "YES" OR "ACCEPT"
BUTTON, OR OTHERWISE DOWNLOADING OR ACCESSING THE CONTENT, YOU
AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.
YOU SHOULD PRINT-OUT A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT, YOU SHOULD CLICK THE "DO NOT ACCEPT"
OR "REJECT" BUTTON TO TERMINATE THE DOWNLOAD PROCESS.
CONTENT PROVIDER (AS DEFINED BELOW) AGREES TO LICENSE THE CONTENT
TO YOU ONLY IF YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS
CONTAINED HEREIN.
I. DEFINITIONS.
The following terms used in this Agreement have the meanings set
forth below:
A. "Content" means all materials downloadable from this
web site, including, but not limited to all literary works, text,
pictorial and graphical works, photographs, video and audio clips,
motion pictures and other audio visual works, video games, music,
soundtracks, button icons, streaming data, animation, images,
compilations, .RAM files, .AVI files, or any other software files
(in object code or source code format)
B. "Content Provider" means Kingdom World Wide Web Operations,
Inc.
II. LICENSE GRANTS AND PROPRIETARY RIGHTS.
A. License Grant. Subject to the terms and conditions of this
Agreement, provided that you are a member in good-standing to
this web site or are otherwise permitted by Content Provider to
download the Content, Content Provider hereby grants you a limited,
non-transferable, non-assignable, worldwide, non-exclusive right
to use the Content solely for your own internal non-commercial
personal use. You may cache the Content onto the hard drive of
a single computer for your personal, non-commercial internal use.
The rights granted hereunder constitute a license, not a sale,
of the applicable Content.
B. Restrictions on Use of Content. You agree that you will not,
nor will you authorize or permit others to: (1) reverse engineer,
decompile or disassemble the software elements of the Content
or otherwise attempt to discover the source code of the software
elements of the Content; (2) sell, rent, lease, license, sublicense,
transfer, distribute, re-transmit, time-share or otherwise assign
to any third party the Content or any of your rights to license
the Content, (3) modify the Content or create any derivative works
based on the Content; or (4) circumvent any encryption or other
security tools used anywhere in the Content.
C. Ownership. As between the parties, the Content and all patents,
copyrights, trade secrets, trademarks, service marks, know-how
and any other proprietary rights therein or thereto, is the sole
and exclusive property of Content Provider (or Content Provider's
licensors), and you gain no right, title or interest in and to
the Content by virtue of this Agreement other than the limited
licenses granted herein expressly in Section II(A) above.
D. Notices. You shall include such proprietary rights and other
notices on each copy of the Content as may be provided by Content
Provider to you from time to time, or as may be generated automatically
by the Content. You shall not remove or obscure any such notices.
E. Remedy for Breach of License. In addition to all other rights
and remedies available to Content Provider at law or in equity,
any violation of the licensing provisions of this Section II by
you shall constitute a material breach of this Agreement and Content
Provider shall have the immediate right to terminate this Agreement
and all licenses granted hereunder, and Content Provider may seek
any and all appropriate remedies, including but not limited to
injunctive relief for patent, copyright, or trademark infringement,
misappropriation of trade secrets, breach of confidence, or any
other theory, as applicable.
III. FEES.
A. Fees. You agree to pay Content Provider all fees required for
you to download the Content. All payments shall be in United States
Dollars. You agree to pay all fees when due. Any unpaid fees shall
accrue interest at an annual rate of 1.5%, or the highest legal
rate, whichever is lower, of the unpaid balance until paid. Fees
may be increased by Content Provider from time to time based on
Content Provider's then-standard fees for the Content.
B. Taxes. All fees and other charges set forth in the download/installation
process do not include any federal, state, or local sales, use,
value-added, property, excise, withholding or other taxes, customs
or duties now or hereafter levied which shall be for your account.
Any taxes or amounts in lieu thereof paid or payable by Content
Provider in respect of any such taxes on such fees or charges
(excepting only taxes on net income) shall be added to your obligations
as an additional charge which shall be due within thirty (30)
days after invoice therefor.
IV. NO WARRANTIES.
YOU EXPRESSLY AGREE THAT YOUR USE OF THE CONTENT IS AT YOUR DISCRETION
AND AT YOUR OWN AND SOLE RISK. THE CONTENT IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
CONTENT PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE
CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE;
NOR DOES CONTENT PROVIDER MAKE ANY REPRESENTATIONS OR WARRANTIES
AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS
OF THE CONTENT. YOU ALSO UNDERSTAND AND AGREE THAT YOU ARE AND
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM
OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF THE CONTENT.
CONTENT PROVIDER MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES
PURCHASED OR OBTAINED THROUGH THE CONTENT OR ANY TRANSACTION ENTERED
INTO THROUGH THE CONTENT AND IS NOT RESPONSIBLE FOR ANY USE OF
CONFIDENTIAL OR PRIVATE INFORMATION BY THIRD PARTIES. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE
ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
V. INDEMNITY.
You agree to indemnify Content Provider against any and all claims,
liabilities, and costs, including reasonable attorneys' fees,
reasonably incurred in the defense of any claim or suit arising
out of or otherwise related to this Agreement, including without
limitation, any breach or threatened breach by you of this Agreement.
Content Provider shall promptly notify you in writing of any such
claim or suit, and cooperate fully (at your expense) in the defense
of such claim or suit. Content Provider may participate in the
defense of such claim or defense at its own expense.
VI. LIMITATION OF LIABILITY.
IN NO EVENT SHALL CONTENT PROVIDER (OR ITS LICENSORS) BE LIABLE
TO YOU, OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS
OF PROFITS OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS
OF CONTRACT, TORT OR OTHERWISE, EVEN IF CONTENT PROVIDER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL
CONTENT PROVIDER'S TOTAL LIABILITY HEREUNDER FOR DIRECT DAMAGES
EXCEED THE TOTAL FEES PAID BY YOU FOR USE OF THE CONTENT.
VII. TERM AND TERMINATION.
A. Term. The term of this Agreement shall begin on the date that
you download/install the Content and shall continue in effect
until such time as either party terminates the Agreement, with
or without cause.
B. Effect of Termination. Upon termination of this Agreement for
any reason, (1) all licenses granted hereunder shall terminate
immediately, (2) you shall erase and destroy all copies of the
Content (including, without limitation deleting the Content from
any cached files on the hard drive of your computer); and (3)
Content Provider shall immediately cease providing access to the
Content to you.
C. Survival. The parties' rights and obligations under Sections
II(B), II(C), II(E), III, IV, V, VI, VII(B), and VIII shall survive
any expiration or earlier termination of this Agreement.
VIII. GENERAL TERMS.
A. Governing Law. This Agreement and all matters arising out of
or otherwise relating to this Agreement, shall be governed by
the laws of the State of Florida, excluding its conflict of law
provisions. The parties agree that the United Nations Convention
on Contracts for the International Sale of Goods is specifically
excluded from application to this Agreement. The parties hereby
submit to the personal jurisdiction of the state and federal courts
of the State of Florida. Exclusive venue for any litigation permitted
under this Agreement shall be with the state and federal courts
located in Alachua County, Florida.
B. Rights to Injunctive Relief. Both parties acknowledge that
remedies at law may be inadequate to provide an aggrieved party
with full compensation in the event of the other party's breach
of Section 2, and that an aggrieved party shall therefore be entitled
to seek injunctive relief in the event of any such breach, in
addition to seeking all other remedies available at law or in
equity.
C. Arbitration. If there is a dispute between the parties arising
out of or relating to this Agreement, the parties shall meet and
negotiate in good faith to attempt to resolve the dispute. If
the parties are unable to resolve the dispute through direct negotiations,
then, except as otherwise provided herein, either party may submit
the issue to binding arbitration in accordance with the then-existing
Commercial Arbitration Rules of the American Arbitration Association.
The arbitration shall be conducted in Gainesville, Florida, and
conducted by a single arbitrator, knowledgeable in software, the
Internet and e-Commerce. The party bringing the action shall be
responsible for paying all costs for arbitration, including the
arbitrator's fees. The arbitrator shall have no authority to award
any punitive or exemplary damages, certify a class action, add
any parties, or to vary or ignore the terms of this Agreement
and shall be bound by governing and applicable law. This Section
shall not apply to any breach (or any allegation which if true
would constitute a breach) of Section 2.
D. Assignment. The rights and liabilities of the parties hereto
will bind and inure to the benefit of their respective assignees,
successors, executors, and administrators, as the case may be.
Neither this Agreement nor any rights granted hereunder may be
sold, leased, assigned or otherwise transferred, in whole or in
part by you.
E. Severability. If for any reason a court of competent jurisdiction
or arbitrator finds any provision of this Agreement, or any portion
thereof, to be unenforceable, that provision will be enforced
to the maximum extent permissible and the remainder of this Agreement
will continue in full force and effect.
F. No Waiver. Failure by either party to enforce any provision
of this Agreement will not be deemed a waiver of future enforcement
of that or any other provision, and no waiver of one breach will
constitute a waiver of subsequent breaches of the same or of a
different nature.
G. Complete Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof,
and supersedes and replaces all prior or contemporaneous understandings
or agreements, written or oral, regarding such subject matter.
No amendment to or modification of this Agreement will be binding
unless in writing and signed by a duly authorized representative
of both parties.
H. Relationship Between the Parties. Content Provider is an independent
contractor; nothing in this Agreement shall be construed to create
a partnership, joint venture or agency relationship between the
parties.
I. Headings. Section and subsection headings of this Agreement
are inserted for convenience only and shall not be deemed to constitute
a part hereof nor to affect the meaning thereof
J. Force Majeure. Content Provider shall not be responsible for
any failure to perform due to unforeseen circumstances or to causes
beyond its reasonable control, including but not limited to: acts
of God; war, riot, embargoes, acts of civil or military authority,
or terrorism; fire, flood, earthquakes, hurricanes, tropical storms
or other natural disasters; fiber cuts; strikes, or shortages
in transportation, facilities, fuel, energy, labor or materials;
failure of the telecommunications or information services infrastructure;
hacking, SPAM, or any failure of a computer, server or software,
including Y2K errors or omissions, for so long as such event continues
to delay Content Provider's performance.
K. Export. You understand and acknowledge that the software elements
of the Content may be subject to regulation by agencies of the
U.S. Government, including the U.S. Department of Commerce, which
prohibits export or diversion of software to certain countries
and third parties. You will not assist or participate in any such
diversion or other violation of applicable U.S. laws and regulations.
You warrant that you will not license or otherwise permit anyone
not approved to receive controlled commodities under applicable
U.S. laws and regulations and that you will abide by such laws
and regulations. You shall hold Content Provider harmless and
indemnify Content Provider from any breach or threatened breach
of this Section VIII(K).
L. Government Rights. The software elements of the Content have
been developed at private expense and is "commercial computer
software" or "restricted computer software" within
the meaning of the FARs, the DFARs, and any other similar regulations
relating to government acquisition of computer software. Nothing
contained herein will be deemed to: (1) grant any government agency
any license or other rights greater than are mandated by statute
or regulation for commercial computer software developed entirely
at private expense, or (2) restrict any government rights in any
extensions or custom solutions provided hereunder and developed
at government expense.
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