COVIDEO END-USER LICENSE AGREEMENT
IMPORTANT. PLEASE READ THE TERMS AND CONDITIONS OF THIS END-USER LICENSE AGREEMENT CAREFULLY. BY CLICKING ACCEPT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN.
This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Covideo, a division of Automobile Protection Corporation (“Covideo”), governing the use of this Covideo website and services ("Website").
1. GRANT OF LICENSE.
Covideo grants you the non-exclusive, non-transferable, revocable limited right and license to use this Website solely and exclusively for your own use in accordance with the terms of this EULA and any other agreements with Covideo.
2. DESCRIPTION OF RIGHTS AND LIMITATIONS.
You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Website or content owned by Covideo that may be presented or accessed through the Website, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality contained in the Website, (iii) use the Website to access, copy, transfer, transcode or retransmit content or otherwise use the Website in violation of any law or third party property or privacy right, (iv) use the Website in any manner which could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Website, or (v) remove, obscure, or alter Covideo's or any third party’s copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Website. You shall not disclose or otherwise make available the Website to any other person without the prior written consent of Covideo. You shall safeguard the Website against unauthorized disclosure and agree to notify Covideo immediately of any unauthorized use of the Website. You are responsible for all physical connections and costs to access the Website. You shall not reveal any links, user accounts, or passwords for the Website to third parties. You shall be solely responsible for the use of any account IDs or passwords provided to or created by you granting access to the Website. You must be at least 18 years of age or the age of majority as defined in your jurisdiction, whichever is older, to use the Website. By using the Website and accepting this EULA, you represent and warrant that you have the right, authority and capacity to agree to and abide by these terms and conditions. You agree and acknowledge that the use of this Website may be subject to additional agreements between you and Covideo.
3. TERM AND TERMINATION
This EULA is effective upon acceptance by you and shall remain in effect until terminated as set forth herein. Covideo may terminate this EULA at any time with or without cause or prior notice within its sole discretion. This EULA shall terminate upon the termination of the business relationship between you and Covideo, including but not limited to the termination of any trial period for use of the Website. Covideo may terminate, change, suspend, discontinue or limit access to any feature or service of the Website at any time and without notice to you.
4. COPYRIGHT
You acknowledge that (a) the Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Covideo and/or third parties own all right, title and interest in and to the Website and content, excluding content provided by you, that may be presented or accessed through the Website, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all websites, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. All rights not expressly granted herein are reserved by Covideo.
5. NO WARRANTIES
COVIDEO EXPRESSLY DISCLAIMS ANY WARRANTIES FOR THE WEBSITE. THE WEBSITE IS PROVIDED 'AS IS' WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. COVIDEO DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED WITHIN THE WEBSITE. COVIDEO MAKES NO WARRANTIES RESPECTING ANY HARM THAT MAY BE CAUSED BY THE TRANSMISSION OF A COMPUTER VIRUS, WORM, TIME BOMB, LOGIC BOMB, OR OTHER SUCH COMPUTER PROGRAM. COVIDEO IS NOT RESPONSIBLE AND SHALL NOT BE LIABLE FOR INCOMPATIBILITY OF THE WEBSITE WITH ANY SOFTWARE, HARDWARE OR EQUIPMENT. COVIDEO SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY OR DAMAGE OF ANY KIND RESULTING IN ANY WAY FROM DAMAGE TO YOUR EQUIPMENT, HARDWARE OR SOFTWARE DUE TO USE OF THE WEBSITE.
6. INDEMNIFICATION AND LIMITATION OF LIABILITY
To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Covideo, its parent company, affiliates, subsidiaries, officers and directors from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees and expenses) arising out of or accruing from your use of the Website or your violation of the terms of this EULA. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT COVIDEO, ITS SUBSIDIARIES AND AFFILIATES, ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF OR INABILITY TO USE THE WEBSITE OR THE CONTENT TRANSFERRED THROUGH THE WEBSITE, WHETHER OR NOT COVIDEO OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
7. COMMUNICATIONS WITH THIRD PARTIES
Your correspondence or business dealings with third parties found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third parties. Covideo shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. You shall cause all communications initiated to third parties through the Website to comply with all applicable laws and regulations, including those related to the transmission of emails. You shall be solely responsible for ensuring that third parties are adults who are of age to engage in commercial transactions. You shall not use the services to transmit emails to recipients without their consent, when required, or conceal the identity of the sender or purpose of the email from the recipient.
8. APPLICABLE LAW
This EULA shall be construed under and governed by the laws of the State of Georgia, and any legal action taken regarding this EULA shall be maintained in the State or Superior Courts of Gwinnett County, Georgia or the Atlanta Division of the United States District Court for the Northern District of Georgia, and you consent to jurisdiction and venue in these courts.
9. WAIVER
The failure of Covideo to insist upon performance of any provision of this EULA, or to exercise any right, remedy or option provided herein, shall not be construed as a waiver of the right to assert any of the same at any time thereafter.
10. SEVERABILITY
If any provision of this EULA shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
11. CAUSES BEYOND CONTROL
Covideo will not be in breach of this EULA when for causes beyond its control Covideo is unable to perform, in whole or in part, any of its obligations under this EULA. Such causes shall include, but not be limited to, labor disputes, government regulations or controls, fire, flood, or other casualty, inability to maintain its services, technical failure, economic conditions, acts of God, insurrection, or any other cause not within the reasonable control of Covideo.
12. INVALIDITY
If any part(s) of this EULA is determined to be invalid by a court of competent jurisdiction, the remainder of its parts will remain in full force and effect.
13. ASSIGNMENT
You may not sell, assign, transfer, or otherwise convey any of your rights or delegate any of your duties under this EULA without the prior written consent of Covideo.
14. SUBSEQUENT CHANGES
From time to time, Covideo may amend any of the existing terms and conditions of this EULA. Each time that you seek access to the Website, Covideo may require that you assent to this EULA or to the then current version of this EULA.
15. CONFLICTING PROVISIONS.
In the event that the terms of this EULA conflict with any other agreement between you and Covideo, then this EULA shall be deemed to control only as it relates to the Website.
16. THIRD PARTY BENEFICIARIES
This EULA does not create, and shall not be construed as creating, any rights or interests enforceable by any person not a party to this EULA.