CUSTODIAN OF RECORDS
Norman Bentley
23403 Lake Manor Dr
Chatsworth, CA 91311
818-887-8960
MATRIX
CONTENT.INC. (hereafter referred to as "LICENSOR") and
You, the End User (hereafter interchangeably referred to
as "You" or "LICENSEE) for the use of software
identified (sets/cds sold:) (hereafter referred to as
the "SOFTWARE PRODUCT"). The Software Product is
licensed, pursuant to the terms of this License
Agreement, not sold. Please read this License Agreement
carefully before opening the sealed package. If you do
not agree with the terms and conditions of this License
Agreement, promptly return the package unopened to the
place you obtained it and your purchase price will be
refunded. By opening the sealed package and installing,
copying, or otherwise using the SOFTWARE PRODUCT, you,
as Licensee, agree to be bound by all the terms and
conditions of this AGREEMENT.
1. GRANT OF NON-EXCLUSIVE LICENSE. This software
can only be used on a single computer at one time. This
means that the software should be loaded on only one
hard drive at a time. If you wish to use this software
on E more than one computer, you must either erase the
software from the first computer's hard drive when you
move the e software to a second hard drive, or else
purchase two copies of the software. You may not under
any circumstances have this software loaded onto the
hard drives of two of more computers at the same time.
You also may not copy this software onto a hard drive
and then use the disks on another computer. The software
may be executed from a common disk shared by multiple
computers provided that one authorized copy of the
software has been licensed for each computer executing
the software. This License is non-exclusive.
1.1 Notwithstanding any provision to the contrary
in this Licensing Agreement, LICENSEE shall have the
right to install and use the SOFTWARE on LlCENSEE's
computer and to incorporate and publish the contents of
the Software over the Internet in connection with
Licensee's web site.
1.2 In the event that LICENSEE shall own or
operate multiple web sites, then LICENSEE shall have the
right to use this SOFTWARE PRODUCT in connection with
domain names listed in paragraph 12, that are owned or
operated by LICENSEE ("hereafter AUTHORIZED WEB SITES),
including the right to use said SOFTWARE PRODUCT in
connection with the creation of banner ads to be used by
LICENSEE or LICENSEE's web master affiliates for the
purpose of advertising or promoting LlCENSEE's
AUTHORIZED WEB SITES. A separate License shall be
required for the use of the SOFTWARE PRODUCT by LICENSEE
in connection with any additional web sites owned or
operated by LICENSEE.
1.3 LICENSEE shall have the right to make one
copy of the SOFTWARE PRODUCT solely for backup or
archival purposes. Any copy of this SOFTWARE PRODUCT
which you make is subject to this License.
1.4 Transfer the SOFTWARE PRODUCT to a single
hard disk, provided you keep the original solely for
backup or archival purposes.
1.5 The grant of this license is strictly
conditioned upon LICENSEE paying the LICENSE FEE of
(Price): $.
1.6 COPYRIGHT. All title and copyright in and to
the SOFTWARE PRODUCT is owned by LICENSOR and is
protected by United States copyright laws and
international treaty provisions. United States copyright
laws prohibit you from making any other copy of the
software for any reason without Licensor's permission.
These federal copyright laws also prohibit you from
copying any written materials accompanying the software
without first obtaining Licensor's permission.
2. LICENSE IS NON-TRANSFERABLE. The License
granted herein to LICENSEE is a non-transferable license
expressly conditioned upon LICENSEE'S acknowledgment and
acceptance of and agreement to all the caveats,
conditions and disclaimers contained herein.
3. AGREEMENT NOT TO REPRODUCE. LICENSEE agrees
not to reproduce the SOFTWARE PRODUCT except as
expressly provided herewith and to prevent others from
doing so unless otherwise expressly authorized in
writing by LICENSOR. LICENSEE agrees that such
acknowledgment, acceptance and agreement was made at the
time LICENSEE opened the packet containing the SOFTWARE
PRODUCT and the accompanying materials.
4. OTHER RESTRICTIONS. The grant of rights under
this AGREEMENT is limited by the following restrictions
and the following warranties made by LICENSEE to
LICENSOR and that a breach of any of these restrictions
or of LICENSEE's warranties shall constitute a material
breach under this Agreement:
4.1 LICENSEE may not rent, lease, sublicense,
give away, lend, transfer or distribute the SOFTWARE
PRODUCT, or create derivative works based upon the
SOFTWARE PRODUCT in whole or part or in anyway transmit
the SOFTWARE PRODUCT to any third party without the
express prior written consent of Licensor and the
payment of a Licensing fee to Licensor or each said
transfer or dissemination. Licensee may in is absolute
discretion refuse to permit any transfer or distribution
of the SOFTWARE PRODUCT to third parties.
4.2 LICENSEE acknowledges that LICENSEE is solely
responsible for all decisions as to locations where
LICENSEE permits or allows the SOFTWARE PRODUCT to be
viewed or downloaded. Notwithstanding the foregoing, the
limited, non-exclusive license granted by LICENSOR
herein does not include the right to transmit,
broadcast, distribute, disseminate or permit the
SOFTWARE PRODUCT to be viewed or downloaded by minors or
by adult residing in jurisdictions where the SOFTWARE
PRODUCT may violate contemporary community standards.
4.3 LICENSEE shall not provide banner ads that
incorporate any part of the SOFTWARE PRODUCT to any web
master, or any other person, who is under the age of
eighteen (18).
4.4 LICENSEE shall not incorporate or use any of
the SOFTWARE PRODUCT in any spam email, or any other
unsolicited advertising materials, furthermore, LICENSEE
shall not distribute any spam email or any other
unsolicited advertising materials to any person,
anywhere, which incorporates or uses any of the SOFTWARE
PRODUCT.
4.5 LICENSEE warrants that at the time of the
purchase and receipt of the SOFTWARE PRODUCT LICENSEE
was over the age of eighteen (18) years of age; LICENSEE
further warrants that LICENSEE has acquired this
SOFTWARE PRODUCT in a jurisdiction where the possession,
use or distribution of the SOFTWARE PRODUCT does not
violate contemporary community standards; and LICENSEE
further warrants that LICENSEE only intends to use the
SOFTWARE PRODUCT in a jurisdiction where the possession,
use or distribution of the SOFTWARE PRODUCT does not
violate contemporary community standards
5. BREACHES BY LICENSEE/TERMINATION OF AGREEMENT
5.1 If LICENSEE breaches any material provision
of this Agreement, LICENSOR may terminate and revoke
this Agreement and all rights granted under this
Agreement upon written notice to LICENSEE, the effective
date of the termination and revocation shall be five (5)
days after written notice of the breach unless the
breach is cured to the satisfaction of LICENSOR, in
LlCENSOR's absolute discretion and judgment, within that
five (5) day period of time.
5.2 Upon termination of the Agreement by LICENSOR
because of a material breach by LICENSEE,
LICENSEE shall immediately cease using any of the
SOFTWARE PRODUCT and shall recall all banner ads,
whether on web sites owned or controlled by LICENSEE, or
from third party web sites which have been supplied
banner ads, either directly or indirectly, by LICENSEE;
further more, LICENSEE shall cease using the SOFTWARE
PRODUCT on any printed promotional or advertising
materials and shall recall and
destroy all printed promotional or advertising material
which incorporates or uses any of the SOFTWARE? PRODUCT. |
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