END USER LICENSE AGREEMENT
Effective Date:June 12, 2012
This is a legal agreement between you and the Nickelodeon Group, a business unit of Viacom Media Networks, a division of Viacom International, Inc. ("Nickelodeon") covering your use of software published by Nickelodeon, for use on mobile devices, tablets, personal computers and other devices, as well as all related elements including, but not limited to updates and upgrades, manuals, online materials, files and documentation of any kind (collectively, the "Software"). Be sure to read the following agreement before using the Software. By installing, accessing and using the Software, you are hereby agreeing to be legally bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, do not download or use the software and remove all copies of it from your devices.
- SCOPE OF LICENSE
- Nickelodeon hereby grants you a personal, non-exclusive, non-assignable and non-transferable license, without the right of sublicense, to use and display, for noncommercial and personal use only, the Software which you may download on to any single computer and any associated smartphones, tablets and other related devices which you own and control, subject to any usage rules or other restrictions set out by the device manufacturer or "app store" provider (e.g. Apple, Google, Microsoft, Amazon, Barnes & Noble). The rights granted hereunder are subject to your compliance with the terms and conditions of this Agreement. You agree not to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, commercially exploit, circulate, or in any way transfer or assign the Software or any part thereof (including, without limitation, building databases of content contained in the Software), to any third party (including, without limitation, the display and distribution of the Software via a third party website) without the express prior written consent of Nickelodeon. You further agree that you will not disassemble, decompile, reverse engineer, create derivative works from or otherwise modify the Software, except to the extent permitted by applicable law. You may not rent, lease, sell or sublicense the Software. You may not copy the Software other than as specified herein. You may not make the Software available over a network which allows multiple users or devices to access the Software at once. You may not remove any proprietary notices or labels on the Software. Any unauthorized or prohibited use may subject the offender to civil liability and criminal prosecution under applicable federal and state laws.
- Separate from any backup functionality (if any) offered by the device manufacturer or "app store" provider" you may make one (1) backup copy of the Software for non-commercial use, provided any copy must contain all of the original Software's proprietary notices.
- Nickelodeon retains all rights not expressly granted hereunder
- AUTOMATIC COMMUNICATIONS FEATURES.
- CHATROOM/MESSAGE BOARDS
- To the extent that portions of this Software provide users an opportunity to post and exchange information, ideas and opinions (the "Postings"), please be advised that Postings do not necessarily reflect the views of Nickelodeon. In no event shall Nickelodeon assume or have any responsibility or liability for any Postings or for any claims, damages or losses resulting from their use and/or appearance on this Site. You hereby represent and warrant that you have all necessary rights in and to all Postings you provide and all information they contain and that such Postings shall not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information. Nickelodeon may sweep its chatrooms and/or message boards periodically in its sole discretion. Nickelodeon does not allow Postings which contain:
The Software includes functionality that requires it to perform certain communications over the Internet as part of its normal operation. The communications features are automatic and are enabled by default. By installing and/or using the Software, you consent to the Software's communications features. If you do not maintain a connection to the internet, certain features and functions of the Software may not work, or may not work properly.
- private or personal information which might identify a user
- profanity or obscenities
- personal attacks on other individuals
- slanderous, defamatory, obscene, pornographic, threatening and harassing comments; and/or other information that Nickelodeon deems in its sole discretion to be inappropriate for this Site.
- Title, ownership rights, and intellectual property rights in the Software shall remain at all times in Nickelodeon and/or its subsidiaries, affiliates, assigns, licensors or other respective owners. The Software is protected, without limitation, pursuant to U.S. and foreign copyright and trademark laws.
- You may not use the Software in an attempt to, or in conjunction with, any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
- The Software may allow you to create user-generated content, including but not limited to Postings, screenshots, user generated artwork, or other material. In exchange for use of the Software, you hereby grant Nickelodeon a non-exclusive, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions including but not limited to the rights to reproduce, distribute, adapt, modify, create derivative works from, perform, display, publish, broadcast, transmit, or otherwise communicate to the public in all media now known or hereafter devised, for any purpose, without any further notice or compensation to you. You hereby waive and relinquish any claim based upon "moral rights" (as that term is commonly understood) or any rights of attribution or integrity in connection with content submitted to us hereunder. This license grant, and the above waiver of any applicable moral rights, survives any termination of this License.
The Software may include third party DRMs which are subject to their own license agreements. DRMs are designed to manage and enforce intellectual property rights in digital content purchased over the Internet. You may not take any action to circumvent or defeat the security or content usage rules provided or enforced by either the DRM or the Software. DRMs may be able to revoke your ability to use applicable content. Nickelodeon is not responsible for the operation of the DRM in any way, including revocation of your content. You consent to the communications enabled and/or performed by the DRM, including automatic updating of the DRM without further notice. You agree to indemnify and hold harmless Nickelodeon for any claim relating to your use of a third party DRM.
Nickelodeon provides rules and/or guidelines ("Rules of Participation") for certain activities associated with the Software including, without limitation, contests, sweepstakes and giveaways by Nickelodeon and in conjunction with third parties. This Agreement is incorporated by reference to the specific Rules of Participation which appear in connection with information about a particular activity. To the extent that any conflict exists between this Agreement and specific Rules of Participation, the Rules of Participation for the activity in which you choose to participate shall govern.
The term of this Agreement shall commence on the date that you install or otherwise use the Software, and ends on the earlier date of either your removal of the Software from your devices, or Nickelodeon's termination of this Agreement. Also, the license will terminate automatically if you fail to comply with the limitations described herein. On termination, you must remove or destroy all copies of the Software.
THIS SOFTWARE IS DISTRIBUTED AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Nickelodeon is not responsible or liable for any infections or contamination of your system, or delays, inaccuracies, errors, or omissions arising out of your use of the Software. The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of the Software rests with you. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NICKELODEON, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, REPRESENTATIVES, AND THIRD PARTY PROVIDERS TO THE SITE WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR SIMILAR DAMAGES, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE MATERIALS CONTAINED ON THIS SITE WHETHER THE MATERIAL IS PROVIDED OR OTHERWISE SUPPLIED BY NICKELODEON OR ANY THIRD PARTY. INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF NICKELODEON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. Notwithstanding the foregoing, in no event shall Nickelodeon's liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort or otherwise, other than as may be required by applicable law in cases involving personal injury) exceed the amount paid by you, if any, for accessing and using the Software.
You agree to indemnify, defend and hold harmless, Nickelodeon, its affiliates, and their respective officers, directors, employees, agents, licensors and representatives from and against any and all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you. Nickelodeon reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Nickelodeon in asserting any available defenses.
- The Software may not be downloaded, exported or re-exported in violation of any law including, without limitation, to countries that are subject to U.S. export restrictions.
- This Agreement contains the entire understanding and supersedes all prior understanding of the parties hereto relating to the Software, and cannot be changed or terminated orally. If any provision of this Agreement is found to be illegal or unenforceable, the Agreement will be deemed curtailed to the extent necessary to make it legal and enforceable and will remain, as modified, in full force and effect. This Agreement and all matters or issues collateral thereto shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles thereof relating to conflicts of law. Any legal proceeding of any nature brought by either party against the other party to enforce any right or obligation under this Agreement shall be submitted for trial before any court of competent jurisdiction in the County of New York, State of New York. Each of the parties hereto (i) irrevocably consents to personal jurisdiction by any such court and (ii) submits to the venue and jurisdiction of any such court and agrees to accept service of process outside the State of New York in any matter to be submitted to any such court pursuant hereto. Each Party irrevocably consents to the exercise of personal jurisdiction over each of the Parties by such courts and waives any right to plead, claim or allege that New York is an inconvenient forum. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Software or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST NICKELODEON AND ITS AFFILIATES.
This Agreement is personal to you, and may not be assigned without Nickelodeon's express written consent. In the event that you are an entity that merges with another entity or are acquired by another entity during the Term, you shall provide written notice of such merger or acquisition not later than the date on which any public announcement is made. If Nickelodeon does not consent to assignment of this Agreement to the new or acquiring entity in such merger or acquisition, Nickelodeon may terminate this Agreement on thirty (30) days' written notice. Both parties shall perform under this Agreement until such termination is effective.
Nickelodeon is a member of the Viacom family of companies.
© 2012 Viacom International Inc. All rights reserved.