- Definitions.
"Content" means all content MONTAVO makes available to You as part of the
Products and Services, including, without limitation, all images, text, videos,
applications, artwork, copy, information, data and all related trademarks,
service marks, trade identities, patents and copyrighted materials and all other
intellectual property and proprietary information contained in that content.
"Wireless Device" means wireless devices that have the required technology and
are able to receive Products and Services.
"You" means you and or the Businesses or Company the account is signed up under.
- License, Proprietary Rights and Restrictions on Use.
Content License: Subject to Your compliance with this User Agreement,
MONTAVO will grant You a personal (or Business if that is how you are signing up
and creating an account), non-transferable, non-exclusive, limited, revocable
license to use the Content You choose to download or receive from MONTAVO only
in the form delivered to You on Your computer, Wireless Device or PDA for the
sole purpose of personally (or Business if that is how you are signing up and
creating an account) using the internet and or mobile applications provided by
MONTAVO and any other applications that may be explicitly provided by MONTAVO. .
Nothing in this User Agreement will be interpreted to grant You any right or
license in any other MONTAVO materials or other proprietary images, trademarks,
copyrighted works, patents, artwork, copy, information, data, knowledge,
computer software or any other material or information of any kind.
No Sublicense Or Sale Or Other Distribution Of Content: Nothing in this
User Agreement will be interpreted to grant You, any right or license to enter
into sublicenses or redistribution agreements with respect to any portion of the
Content or to otherwise rent, sell, lease, loan, transfer, assign, broadcast,
upload to any computer or wireless device, sublicense, distribute or allow
access to the Content not built into the Montavo application and or system or
applications. You agree that You will not charge any person or entity to view,
listen, play or otherwise access any Content, or disseminate any Content in any
manner to the public (for free or for a fee that is not specifically designed in
the Montavo system and or applications).
No Modifications: You will not undertake, cause, permit or authorize the
modification, creation of derivative works, translation, reverse engineering,
decompiling, disassembling or hacking of the MONTAVO Software or any part
thereof except to the extent permitted by law..
Third Parties: The MONTAVO Software may be incorporated into, and may
incorporate itself, software and other technology owned and controlled by third
parties. Any such third party software or technology that is incorporated in the
MONTAVO Software falls under the scope of this Agreement. Any and all other
third party software or technology that may be distributed together with the
MONTAVO Software will be subject to You explicitly accepting a license agreement
with that third party. You acknowledge and agree that You will not enter into a
contractual relationship with MONTAVO regarding such third party software or
technology and You will look solely to the applicable third party and not to
MONTAVO to enforce any of Your rights.
Proprietary Rights: You acknowledge and agree that, as between You
and MONTAVO, MONTAVO owns and will retain all rights, title and interest in and
to the Content the MONTAVO Software, the MONTAVO Website, the MONTAVO Online
Material and the MONTAVO Promotional Materials, including, without limitation,
all copies thereof and all rights to patents, copyrights, trademarks, service
marks, trade identities, trade secrets and other intellectual property and
proprietary rights inherent therein. Nothing in this User Agreement will be
interpreted to grant You any right or license in any MONTAVO trademark,
tradename, service mark, insignia, slogan, name, emblem, logo, symbol, design
and/or other identifying characteristics owned by or associated with MONTAVO,
its parents, subsidiaries or affiliates, in any manner whatsoever. Any and all
rights to use any Content not expressly granted to You under this User Agreement
are hereby reserved for MONTAVO and/or its licensors. Nothing contained in this
User Agreement will affect, impair, or limit in any way MONTAVO's rights to
exploit fully any or all of the Content. Nothing in this Agreement intends to
transfer any such intellectual property rights to, or to vest any such
intellectual property rights in, You. You are only entitled to the limited use
of the intellectual property rights granted to You in this Agreement. You will
not take any action to jeopardize, limit or interfere with MONTAVO’s
intellectual property rights. Any unauthorized use of MONTAVO’s intellectual
property rights is a violation of this Agreement as well as a violation of
intellectual property laws and treaties, including without limitation copyright
laws and trademark laws. All title and intellectual property rights in and to
any third party content that is not contained in the MONTAVO Software, but may
be accessed through use of the MONTAVO Software, is the property of the
respective content owners and may be protected by applicable copyright or other
intellectual property laws and treaties.
Further Restrictions: You represent, warrant and covenant that You will
not reverse engineer, decompile, circumvent, translate, modify, obscure or
develop derivative works based on the Content. You agree that, other than as
specifically permitted in the terms of use for a particular Product and Service,
You will not transfer or copy any Content from the Wireless Device on which You
originally received Content to any other device, including, without limitation,
any computer, personal digital assistant or other Wireless Device.
No Contest Of Rights: You acknowledge and agree that You will not,
directly or indirectly, contest or challenge or aid or abet in contesting or
challenging the validity or ownership of the Wireless Content or take any action
whatsoever in derogation of MONTAVO’s rights therein or in breach of any terms
and conditions contained in this User Agreement. You acknowledge and agree that
You will not acquire or claim any rights in the Content or aid or abet anyone
else in doing so.
No Removal of Notices: You agree that You will not remove, obscure, make
illegible or alter any notices or indications of the intellectual property
rights and/or MONTAVO’s rights and ownership thereof, whether such notice or
indications are affixed on, contained in or otherwise connected to any
materials.
MONTAVO Promotional Materials: Nothing in this Agreement will give You any right to use the MONTAVO Promotional Materials.
Copyright Notices: The Content is protected by copyright pursuant to U.S. copyright laws, international conventions and other copyright laws, and is owned or controlled by MONTAVO and/or its licensors. You will abide by any and all additional copyright notices, information, or restrictions contained in the Wireless Content or as MONTAVO otherwise may impose from time to time. Moreover, You agree that You will not remove any proprietary notices or labels contained in or on the Wireless Content.
- What You should and should not expect from MONTAVO
No Warranties: Installing MONTAVO Software enables You to identify and
locate providers of services and goods in Your area. MONTAVO cannot guarantee
that You will always be able to locate providers of services and goods in Your
area, nor can MONTAVO guarantee that You can locate providers of services and
goods without disruptions, delays or communication-related flaws.
No Equipment Or Services Provided:
MONTAVO will not be obligated to, and You acknowledge that MONTAVO will not,
provide any wireless device or wireless service or any other equipment or
service in connection with Your use of the Products and Services. You will be
solely responsible for all wireless devices and services through which You can
access the Products and Services and the Content. You agree that You are solely
responsible for any upgrades to Your Wireless Device or wireless service
required in order to receive or continue to receive Products and Services.
Content of Communications: The content of the communication spread by the
use of the MONTAVO Software is entirely the responsibility of the person from
whom such content originated. You understand, therefore, that by using the
MONTAVO Software and the MONTAVO Services You may be exposed to content that is
offensive, harmful to minors, indecent or otherwise objectionable, and that You
use the MONTAVO Software and the MONTAVO Services at Your own risk.
Utilization of Your Devices: MONTAVO Software may utilize the processor
and bandwidth of the computer or other applicable device(s) You are utilizing,
for the limited purpose of facilitating the communication between You and third
parties. MONTAVO will use its commercially reasonable best efforts to protect
the privacy and integrity of the computer (or other applicable device) resources
You are utilizing and of Your communication, however MONTAVO cannot give any
warranties in this respect.
New Versions of the MONTAVO Software: MONTAVO, in its sole discretion,
reserves the right to add additional features or functions, or to provide
programming fixes, updates and upgrades, to the MONTAVO Software. MONTAVO has no
obligation to make available to You any subsequent versions of the MONTAVO
Software. You may have to enter into a renewed version of this Agreement, in the
event You want to download, install or use a new version of the MONTAVO
Software.
Suspension: MONTAVO may, in its sole discretion and to the maximum extent
permitted within Your jurisdiction, modify or discontinue or suspend Your
ability to use any version of the MONTAVO Software, and/or disable any MONTAVO
Software You may already have accessed or installed without any notice to You,
for the repair, improvement, and/or upgrade of the underlying technology or for
any other justifiable reason, including but not limited to, circumstances where
You, at MONTAVO’s discretion, are in breach of the terms of this Agreement,
creating problems, possible legal liabilities, or engaging in fraudulent,
immoral or illegal activities, or for other similar reasons.
- What we expect from You.
Lawful purposes: You will use the MONTAVO Software solely for lawful
purposes. In this respect You may not, without limitation (a) intercept or
monitor, damage or modify any communication which is not intended for You; (b)
use any type of spider, virus, worm, trojan-horse, time bomb or any other codes
or instructions that are designed to distort, delete, damage or disassemble the
MONTAVO Software; (c) send any unsolicited commercial communication not
permitted by applicable law; (d) expose any third party to material which is
offensive, harmful to minors, indecent or otherwise objectionable in any way;
(e) use the MONTAVO Software to cause or intend to cause embarrassment or
distress to, or to threaten, harass or invade the privacy of, any third party;
or (f) use any material or content that is subject to any third party
proprietary rights, unless You have a license or permission from the owner of
such rights.
Representations: You represent and warrant that You are authorized to
enter into and comply with the terms of this Agreement. Furthermore, You
represent and warrant that You will at any and all times meet with Your
obligations under the terms of this Agreement, as well as any and all laws,
regulations and policies that may apply to the use of the MONTAVO Software
and/or the MONTAVO Services.
Accounts: If You choose to provide information to MONTAVO, You agree to
provide only true, accurate, current and complete information and You agree to
update that information to ensure that it remains current and accurate. If You
create a user account, You agree to accept responsibility for all activities
that occur under Your account or password, if any, and agree You will not sell,
transfer or assign Your user account. You are responsible for maintaining the
confidentiality of Your password, if any, and for restricting access to Your
computer or wireless device so that others may not access any password protected
information or portion of the MONTAVO Web Sites using Your name, user name or
password in whole or in part. MONTAVO will not be liable to You for any loss or
damage arising from Your account.
Additional Restrictions: You agree not to do any of the following in
connection with the MONTAVO Web Sites, the Products and Services or Wireless
Content:
- impersonate any person or entity,
- use information, a wireless account number, a Wireless Device or any financial information that does not belong to You or for which You do not have permission to use; or
- violate any applicable local, state, federal or international law, rule or regulation.
Indemnification: YOU AGREE TO INDEMNIFY, DEFEND AND HOLD MONTAVO AND ITS
AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING
REASONABLE ATTORNEYS’ FEES INCURRED BY SUCH PARTIES, IN CONNECTION WITH OR
ARISING OUT OF YOUR (A) VIOLATION OR BREACH OF ANY TERM OF THIS AGREEMENT OR ANY
APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN, OR (B) VIOLATION
OF ANY RIGHTS OF ANY THIRD PARTY, OR (C) USE OR MISUSE OF THE MONTAVO SOFTWARE.
Utilization of Your Computer: If Your use of the MONTAVO Software is
dependant upon the use of a processor and bandwidth owned or controlled by a
third party, You acknowledge and agree that Your license to use the MONTAVO
Software is subject to You obtaining consent from the relevant third party for
such use. You represent and warrant that by accepting this Agreement and using
the MONTAVO Software, You have obtained such consent.
Export Restrictions: MONTAVO Software may be subject to international
rules that govern the export of software. You shall comply with all applicable
international and national laws that apply to the MONTAVO Software as well as
end-user, end-use and destination restrictions issued by national governments.
Moreover, the software may not be exported or re exported to or downloaded by
any person or entity subject to US sanctions regardless of location. MONTAVO is
making this software available to You for download only on the condition that
You certify that You are not such a person or entity and that the download is
not otherwise in violation of US export control and sanctions regulations.
- Term, Termination, Updates
Term: This Agreement will remain effective until terminated by either
MONTAVO or You as set out below.
Termination: Without limiting other remedies, MONTAVO may limit, suspend,
or terminate this license and Your use of MONTAVO Software and MONTAVO Services,
prohibit access to the MONTAVO Website and delete Your User Account and/or User
ID, with immediate effect, automatically and without recourse to the courts, if
we think that You are in breach of the terms of this Agreement, creating
problems, legal liabilities (actual or potential), infringing someone else’s
intellectual property rights, engaging in fraudulent, immoral or illegal
activities, or for other similar reasons. MONTAVO shall effect such termination
by providing notice to You to the email address You have provided or other
messaging service, and/or by preventing Your access to Your User Account. We
reserve the right to cancel User Accounts that have been inactive for more than
one (1) year.
Consequences of Termination: Upon termination of this Agreement: (a) all
licenses and rights to use the MONTAVO Software and the MONTAVO Services shall
immediately terminate; (b) You will immediately cease any and all use of the
MONTAVO Software and MONTAVO Services; and (c) You will immediately remove the
MONTAVO Software from all hard drives, networks and other storage media and
destroy all copies of the MONTAVO Software in Your possession or under Your
control.
New Versions: MONTAVO reserves the right to change this Agreement at any
time by publishing the revised Agreement on the MONTAVO Website. The revised
Agreement shall become effective within thirty (30) days of such publication,
unless You expressly accept the revised Agreement earlier by clicking on the
accept button. Your express acceptance or Your continued use of the MONTAVO
Software after expiry of the notice period of thirty (30) days, shall constitute
Your acceptance to be bound by the terms and conditions of the revised
Agreement. You can find the latest version of this Agreement at
___________________________________.
- Disclaimer of Warranties and Limitation of Liability
No Warranties: THE MONTAVO SOFTWARE IS PROVIDED “AS IS” WITH NO
WARRANTIES WHATSOEVER; MONTAVO DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY,
MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE MONTAVO
SOFTWARE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUALITY,
PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE FOR A
PARTICULAR PURPOSE. MONTAVO FURTHER DOES NOT REPRESENT OR WARRANT THAT THE
MONTAVO SOFTWARE WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY,
SECURE, ACCURATE, COMPLETE AND ERROR-FREE OR WILL OPERATE WITHOUT PACKET LOSS,
NOR DOES MONTAVO WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET.
Your own Risk: You acknowledge and agree that the entire risk arising out
of Your use of the MONTAVO Software remains with You, to the maximum extent
permitted by law.
No Liability: THE MONTAVO SOFTWARE IS BEING PROVIDED TO YOU FREE OF
CHARGE (EXCEPT FOR SERVICES EXPRESSLY DESIGNATED AS SERVICES FOR COST THAT YOU
ELECT TO ENGAGE THOSE SERVICES). ACCORDINGLY, YOU ACKNOWLEDGE AND AGREE THAT
MONTAVO, ITS AFFILIATES, ITS LICENSORS AND THE MONTAVO STAFF WILL HAVE NO
LIABILITY IN CONNECTION WITH OR ARISING FROM YOUR USE OF THE MONTAVO SOFTWARE,
AS SET FORTH BELOW. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR
DISSATISFACTION WITH THE MONTAVO SOFTWARE IS TO IMMEDIATELY DEINSTALL AND CEASE
USE OF SUCH MOTAVO SOFTWARE.
Limitation of Liability: IN NO EVENT SHALL MOTAVO, ITS AFFILIATES, ITS
LICENSORS OR THE MOTAVO STAFF BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR:
ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT
LIMITATION ANY LOSS OF OR CORRUPTION TO DATA, INTERRUPTION, COMPUTER FAILURE OR
PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE MOTAVO SOFTWARE;
AND
ANY LOSS OF INCOME, BUSINESS OR PROFITS (WHETHER DIRECT OR INDIRECT) ARISING OUT
OF THE USE OR INABILITY TO USE THE MOTAVO SOFTWARE;
ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF;
(I) ANY DISRUPTIONS OR DELAYS IN ANY COMMUNICATION WHEN USING THE MOTAVO
SOFTWARE;
(II) THE SUSPENSION OR TERMINATION OF THIS AGREEMENT BY YOU OR BY MOTAVO FOR ANY
REASON; AND
(III) THE RELEASE OR THE DECISION NOT TO RELEASE NEW VERSIONS OF THE MOTAVO
SOFTWARE TO YOU.
THE LIMITATIONS ON MOTAVO’S LIABILITY TO YOU UNDER (LIMITATION OF LIABILITY)
ABOVE SHALL APPLY WHETHER OR NOT MOTAVO, ITS AFFILIATES OR THE MOTAVO STAFF HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE
CONSTRUED AS EXCLUDING OR RESTRICTING ANY LIABILITY WHICH CANNOT BE LIMITED OR
EXCLUDED BY LAW.
Jurisdiction’s Limitations: As some jurisdictions do not allow some of
the exclusions or limitations as set forth above, some of these exclusions or
limitations may not apply to You. In such event the liability will be limited to
the maximum extent possible within the applicable legislation.
- Miscellaneous
Entire Agreement: The terms and conditions of this Agreement constitute
the entire agreement between You and MONTAVO with respect to the subject matter
hereof and will supersede and replace all prior understandings and agreements,
in whatever form, regarding the subject matter. Nothing in this clause shall
exclude or restrict the liability of either You or MONTAVO arising out of fraud
or fraudulent misrepresentation.
Partial Invalidity: If any provision of this Agreement, or any part of a
provision, is found by any court or administrative body of competent
jurisdiction to be illegal, invalid or unenforceable, and the provision (or
part-provision) in question is not of a fundamental nature to this Agreement as
a whole, the legality, validity or enforceability of the remainder of this
Agreement (including the remainder of the term which contains the relevant
provision) shall not be affected.
No waiver: The failure to exercise, or delay in exercising, a right,
power or remedy provided by this Agreement or by law shall not constitute a
waiver of that right, power or remedy. If MONTAVO waives a breach of any
provision of this Agreement this shall not operate as a waiver of a subsequent
breach of that provision, or as a waiver of a breach of any other provision.
Assignment: You are not allowed to assign this Agreement or any rights
hereunder. MONTAVO is allowed at its sole discretion to assign this Agreement or
any rights hereunder to any third party, without giving prior notice.
Applicable Law and Competent Court: This Agreement shall be governed by
and interpreted in accordance with the laws of the State of Washington and shall
be subject to the jurisdiction of the courts of the State of Washington.
Survival: The terms of this Agreement which are expressed to survive or
operate in the event of termination shall survive termination of this Agreement
for whatever reason.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND
THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON
THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE MONTAVO SOFTWARE, YOU
EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO MONTAVO
THE RIGHTS SET FORTH HEREIN.