EULA - End-User License Agreement ("EULA") for SDC DRM Media Player version 1.0

ATTENTION: YOU MUST SCROLL DOWN TO THE END OF THIS EULA BEFORE YOU AGREE TO IT AND CONTINUE WITH INSTALLATION.
IMPORTANT:  THIS EULA IS A LEGAL AGREEMENT BETWEEN YOU, ("YOU" OR "YOUR") AND ROGERS WIRELESS PARTNERSHIP ("SUB-LICENSOR"), A GENERAL PARTNERSHIP ESTABLISHED UNDER ONTARIO LAW.  BY CLICKING ON THE "AGREE" BUTTON BELOW, BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE SDC DRM MEDIA PLAYER SOFTWARE (THE "SOFTWARE"), CUSTOMER ACCEPTS THE SOFTWARE AND AGREES TO THE TERMS OF THIS EULA.  READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE.  BY INSTALLING AND/OR USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS EULA.  IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN DO NOT DOWNLOAD, INSTALL, COPY AND/OR USE THE SOFTWARE.
THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY THE SUB-LICENSOR (PRE-INSTALLED ON THE MOBILE DEVICE OR DOWNLOADABLE FROM SUB-LICENSOR'S WAP PAGE).
DEFINITIONS:  Wherever used in this EULA with initial or all character(s) capitalised, the following terms shall have the following defined meanings:

1. "Software Licensor" means the owner of the Software and all associated intellectual property rights including but not limited to patents, designs, algorithms and other industrial property rights, whether arising by operation of law, contract, licence or otherwise.

2. "Party" or "Parties" means the Sub-Licensor, the Software Licensor and each of their licensees, affiliates and authorised representatives.

ARTICLE 1.  GRANT OF LICENSE.

1.  Sub-Licensor grants you the following rights provided that you comply with all terms and
conditions of this EULA:

(a) Installation and use: You may install and use a copy of the Software on one portable wireless device.
(b) You agree that Software Licensor may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this EULA, you shall reimburse Software Licensor for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.
(c) Your license rights under this EULA are non-exclusive.
ARTICLE 2. RESTRICTIONS ON USE OF SOFTWARE AND LICENCE
1.       Except to the extent otherwise expressly permitted hereunder or otherwise expressly permitted by the Software Licensor, and without limitation, the following restrictions shall apply to your use of the Software and the licence granted herein:
(a)     You may not copy or reproduce any portion of the Software;
(b)     The Software is licensed to you as a single product. Its component parts may not be separated for use on more than one device;
(c)     You may not distribute, share through any information network, transfer, sell, lease or rent the Software or any part of it to any other person;
(d)     You may not change, alter, modify or create derivative works, enhancements, extensions or add-ons to the Software or any part of it;
(e)     You may not decompile, reverse engineer or disassemble the Software or any part of it; and
(f)     You will at all times comply with, and will not circumvent or attempt to circumvent, any of the restrictions on use set forth anywhere in this EULA.
2.       You agree that the Software Licensor shall be a third party beneficiary under this EULA and, as such, shall have the right to enforce the terms and conditions of this EULA that pertain directly to the Software Licensor's rights in and to the Software and associated documents concerned as if the Software Licensor was a party to this EULA. The rights granted to the Software Licensor under this Article shall not be revoked.
3.       Sub-Licensor and the Software Licensor reserve the right to use the Software and/or any other Software related software to enforce their respective rights in the Software and to any and all digital content, including any and all of the restrictions on use set forth in this Article or elsewhere in this EULA, at any time, without notice to you.
ARTICLE 3.  INTELLECTUAL PROPERTY RIGHTS
The Software is protected by copyright and other intellectual property laws and treaties. All title to, and intellectual property and copyright rights in, the Software and/or any related documents are and shall remain owned and/or controlled solely and exclusively by Sub-Licensor and/or the Software Licensor. The Software Licensor reserves all rights in the Software and/or any related documents not specifically granted to you under this EULA.  The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Sub-Licensor or the Software Licensor.
ARTICLE 4.  EXCLUSION OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU ARE INSTALLING AND USING THE SOFTWARE AT YOUR OWN SOLE RISK.  THE SOFTWARE IS PROVIDED "AS IS", "WITH ALL FAULTS" AND WITHOUT WARRANTY, TERM OR CONDITION OF ANY KIND. SUB-LICENSOR, THE SOFTWARE LICENSOR AND EACH OF THEIR LICENSEES, AFFILIATES AND AUTHORIZED REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES, TERMS OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, NON-INFRINGEMENT AND FITNESS FOR A GENERAL OR PARTICULAR PURPOSE.  NO ORAL, WRITTEN OR ELECTRONIC INFORMATION OR ADVICE GIVEN BY ANY PARTY SHALL CREATE ANY WARRANTY, TERM OR CONDITION WITH RESPECT TO THE SOFTWARE OR OTHERWISE. SHOULD THE SOFTWARE PROVE TO BE DEFECTIVE, YOU (AND NOT ANY PARTY CONCERNED) AGREE TO ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIRS OR CORRECTIONS.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, TERMS OR CONDITIONS IN CERTAIN INSTANCES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  THIS ARTICLE WILL NOT APPLY ONLY WHEN AND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY MANDATES LIABILITY, DESPITE THE FOREGOING DISCLAIMER, EXCLUSION AND LIMITATION.
ARTICLE 5.  LIMITATION OF LIABILITY
NO PARTY SHALL BE LIABLE FOR ANY LOSS OR DAMAGE, EITHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHERWISE, ARISING OUT OF THE BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, TERM OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY MISREPRESENTATION, FAILURE OF ANY REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE OR ANY OTHER LEGAL THEORY ARISING OUT OF, OR RELATED TO, THIS EULA OR YOUR USE OF ANY OF THE SOFTWARE (SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF THE SOFTWARE OR ANY ASSOCIATED EQUIPMENT OR DOCUMENTS, DOWN TIME AND USER'S TIME), EVEN IF ANY PARTY CONCERNED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, THE ENTIRE LIABILITY OF THE PARTIES SHALL BE LIMITED TO THE LESSER OF (i) THE AMOUNT PAID BY YOU TO DOWNLOAD, COPY OR USE THE SOFTWARE OR (ii) ONE DOLLAR CDN ($1.00 CDN).
ARTICLE 6.  DAMAGES ARISING OUT OF YOUR ACTIONS
You shall defend and hold the Parties harmless from and against any and all liabilities, damages, costs, expenses or losses arising out of your use of the Software, your negligent or wrongful acts, your violation of any applicable laws or regulations, and/or your breach of any provision of this EULA.

TERMINATION

Without prejudice to any other rights, Sub-Licensor or the Software Licensor may terminate this EULA if you fail to comply with the terms and conditions of this EULA, or for any reason upon delivery of notice. In such event, you must destroy all copies of the Software and all of its component parts and associated documents.

GENERAL

You are not granted any commercial, sale, resale, reproduction, distribution or promotional use rights for any songs used with the Software, including any rights for use that require any synchronization or public performance license with respect to the underlying musical composition. Sub-Licensor may change these rules at any time by posting an updated version of these rules on its web site. Your continued use after such posting will indicate your acceptance of the revised content usage rules.

ENTIRE AGREEMENT; SEVERABILITY CLAUSE

This EULA is the entire agreement between you and Sub-Licensor relating to the Software
and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. To the extent the terms of any Sub-Licensor's or Software Licensor's policies or programs conflict with the terms of this EULA, the terms of this EULA shall control. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. Such invalid or unenforceable provision(s) shall be replaced by (a) valid and enforceable one(s) which achieve(s) to the extent possible the original purpose of the invalid provision(s).


GOVERNING LAW

This EULA is governed by the laws of the province of Ontario. You and the each of the parties (the Customer and the Sub-Licensor) irrevocably submits to the jurisdiction of the courts of the Province of Ontario and further agrees to commence any litigation, which may arise hereunder in the courts of Ontario.  You hereby waive any right to a trial by jury.
