READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE USING THE MY YESTERDAY® SOFTWARE FOR WHICH THIS AGREEMENT APPLIES. BY CLICKING ON THE “I AGREE” BUTTON BELOW YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT AND YOU UNDERSTAND THEM, AND AGREE TO BE LEGALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE CLICK THE “I DO NOT AGREE” BUTTON BELOW.
1. This is a legal agreement (hereinafter “Agreement”) between you (hereinafter “Licensee”), the party licensing the My Yesterday® software (hereinafter “My Yesterday®”), and Covered Bridge Independents, LLC, a corporation having offices at 5570 Library Road, Bethel Park, PA 15102 (hereinafter “Licensor”). Licensor and Licensee intend to be legally bound by this Agreement with respect to Licensee’s permitted use of the My Yesterday® Licensed Materials (defined below) and the My Yesterday® Software. As used in this Agreement, “My Yesterday® Licensed Materials” means the My Yesterday® Software and the Documentation. “My Yesterday®” means any My Yesterday® proprietary software products provided by Licensor, and any patches, updates, improvements, additions and other modifications or revised versions that may be provided by Licensor from time to time. "Open Source Program" means the open source code software programs, if any, that are provided to Licensee for use with the My Yesterday® Software. "Documentation" means the release notes or other similar instructions in hard copy or electronic form, if any, supplied by Licensor to Licensee that describes the functionality of the My Yesterday® Software licensed hereunder.
2. GRANT OF SOFTWARE LICENSE. Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a limited, non-exclusive, non-transferable license (hereinafter “My Yesterday® License”) to use the My Yesterday® Licensed Materials solely for Licensee’s personal purposes and only for the term as set forth herein. Any and all rights in Licensor’s My Yesterday® Licensed Materials not granted herein are expressly reserved by Licensor.
3. SCOPE OF USE. Licensee shall not make electronic or hard copies of the My Yesterday® Software or allow electronic or hard copies of the My Yesterday® Software to be made by others or distribute any of the My Yesterday® Licensed Materials, with the exception of My Yesterday® Books purchased through Covered Bridge Independents, LLC, without the prior written consent of Licensor.
4. NO REVERSE ENGINEERING, OTHER RESTRICTIONS. Licensee shall not directly or indirectly: (i) sell, lease, rent, redistribute or transfer any of the My Yesterday® Licensed Materials or any rights therein to any third party; (ii) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, sublicense, or distribute any of the My Yesterday® Licensed Materials; (iii) use any My Yesterday® Licensed Materials for the benefit of any third parties (e.g., in an ASP, outsourcing or service bureau relationship) or in any way other than as expressly permitted in this Agreement; (iv) remove, alter or obscure any proprietary or copyright notice, labels, or marks on or within the My Yesterday® Licensed Materials or any copies thereof; or (v) disable or circumvent any access control or related security measure, process or procedure established with respect to the My Yesterday® Licensed Materials or any other part thereof. Licensee is responsible for all use of the My Yesterday® Licensed Materials and for compliance with this Agreement; any breach by Licensee or any user shall be deemed to have been made by Licensee.
5. USE AND CONFIGURATION. The My Yesterday® software is provided as a Software as a Service (“SaaS”) application in a Cloud Computing environment. As such, the performance of the SaaS is dictated by the hardware employed by the Licensee to access the Cloud environment (i.e. the baud rate of the Licensee’s modem if accessing the Internet). Further, Licensor does not represent or warrant that the My Yesterday® software will not degrade Licensee’s computer performance (e.g. decreased IPS or FLOPS) while accessing the Cloud environment.
6. LIMITED WARRANTY. The My Yesterday® Software is subject to a limited warranty. Licensor warrants to Licensee that the My Yesterday® Software will perform according to its printed documentation, and to the best of Licensor's knowledge Licensee's use of this My Yesterday® Software according to the printed documentation is not an infringement of any third party's intellectual property rights. This limited warranty lasts for a period of 90 days after Licensee’s first use of the My Yesterday® Software under this Agreement. To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS SPECIFICALLY DISCLAIMED AND SHALL NOT GOVERN OR APPLY TO THE MY YESTERDAY® LICENSED MATERIALS LICENSED IN CONNECTION WITH THIS AGREEMENT. No agent of Licensor is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty, the above limitation may not apply to this Licensee. If the law does not allow disclaimer of implied warranties, then any implied warranty is limited to 90 days after the first use of the My Yesterday® Software by Licensee. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee's jurisdiction, may have additional rights.
7. INTELLECTUAL PROPERTY. Unless otherwise expressly stated herein, this Agreement does not transfer to Licensee any title or any ownership right or interest in any My Yesterday® Licensed Materials or in any other intellectual property rights of Licensor or in any My Yesterday® Software. Licensee acknowledges that the My Yesterday® Licensed Materials are owned by Licensor, and that the My Yesterday® Licensed Materials contain, embody and/or are based upon patented or patentable inventions, trade secrets, copyrights and/or other intellectual property rights owned by Licensor.
8. CONTENT. This License does not authorize Licensee to use the My Yesterday® software to create content that is not wholesome or that otherwise disparages Licensor or any other third party, including without limitation, content that (a) contains nudity, pornography or sexually explicit materials; (b) promotes or portrays violence; (c) promotes or portrays discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (d) promotes or portrays illegal activities; (e) infringes any intellectual property rights of Licensor or any third party, or otherwise violates the rights of any third party; or (f) contains material that is defamatory, fraudulent, or harassing to Licensor or any third party. Licensor is the sole judge, as to what content is or is not appropriate for inclusion in the My Yesterday® Book. Licensor may delete, remove or otherwise take down any content which, in Licensor’s sole opinion, violates this Section 8 or this Agreement.
a. As used herein, “Confidential Information” means any non-public technical or business information of Licensor, including without limitation, any information, relating to techniques, algorithms, software, know-how, current and future products and services, research, engineering, designs, financial information, procurement requirements, manufacturing, customer lists, business forecasts, marketing plans and information, the terms and conditions of this Agreement, and any other information of Licensor’s that is disclosed to Licensee. Licensee will take all reasonable measures to maintain the confidentiality of Licensor's Confidential Information, but in no event less than the measures Licensee uses to protect Licensee’s own confidential information. Licensee agrees that Licensor will suffer irreparable harm in the event that Licensee breaches any obligations under this Section and that monetary damages will be inadequate to compensate Licensor for such breach. In the event of a breach or threatened breach of any of the provisions of this Section, Licensor, in addition to and not in limitation of any other rights, remedies or damages available to it at law or in equity, shall be entitled to a temporary restraining order, preliminary injunction and/or permanent injunction in order to prevent or to restrain any such breach.
b. As used herein “Confidential Communication” means any communication between Licensor and Licensee including but not limited to voice such as, for example, face-to-face, telephonic and voice over Internet protocol (VOIP), data such as, for example, hard-copy, facsimile, text message and electronic mail and other forms of communication now known or hereafter devised. Licensor and Licensee hereby agree to consider and treat all communications involving the My Yesterday® Software as Confidential Communications between Licensor and Licensee. Licensor further warrants that it will not now or at any time in the future sell any of Licensee’s personal contact information to any third-party.
10. LIMITATION OF LIABILITY. NOTWITHSTANDING THE FOREGOING, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF ANY MY YESTERDAY® LICENSED MATERIALS.
11. ESSENTIAL BASIS. The disclaimers, exclusions and limitations of liability set forth in this Agreement form an essential basis of the bargain between the parties, and, absent any of such disclaimers, exclusions or limitations of liability, the provisions of this Agreement, including, without limitation, the economic terms, would be substantially different.
12. LEGAL COMPLIANCE. Licensee shall be responsible for, and agree to comply with, all applicable laws, statutes, ordinances, regulations and other types of government authority (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination, false advertising, privacy and data protection, and publicity) ("Laws").
13. SEVERABILITY. If any provision of this Agreement is held to be illegal or unenforceable for any reason, then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law, and the remainder of this Agreement shall remain in full force and effect.
14. INDEMNITY. Licensee agrees to defend and indemnify Licensor and hold Licensor harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Licensee's use of the My Yesterday® Licensed Materials.
15. FORCE MAJEURE. Neither Party shall be liable for any delay or failure due to a force majeure event and/or other causes beyond its reasonable control. This provision shall not apply to Licensee’s payment obligations.
16. ASSIGNMENT. Licensee may not assign or otherwise transfer this Agreement or any rights granted to Licensee herein without Licensor’s prior written consent.
17. TERMINATION. Licensor has the right to terminate this License Agreement and Licensee's right to use the My Yesterday® Licensed Materials upon any material breach by Licensee including, without limitation, a breach of any of Sections 2, 3, 4, 8, 9, 14 or 16.
18. GOVERNING LAW. This License Agreement is governed by the internal laws and not the laws of conflicts of the Commonwealth of Pennsylvania.
19. GENERAL. This License Agreement is the entire and exclusive agreement between Licensor and Licensee regarding the My Yesterday® Licensed Materials. This License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Licensor and Licensee regarding the My Yesterday® Licensed Materials. This License Agreement is valid without Licensor's signature. It becomes effective upon the earlier of Licensee's signature or Licensee's use of the My Yesterday® Licensed Materials.