This Library Monkey1 Software License Agreement (“Agreement”) is made and entered into between MONKEY TOOLS, LLC, a Washington limited liability company (“Monkey Tools“ or “Licensor“), 1429 Avenue D, Suite 524, Snohomish, Washington 98290 and THE UNDERSIGNED CUSTOMER (“you“ or “user“).
PLEASE READ THE AGREEMENT CAREFULLY, BECAUSE IT IS A LEGAL CONTRACT AND IMPOSES OBLIGATIONS ON YOU AS A USER OF THE LICENSED SOFTWARE. BY USING THE LICENSED SOFTWARE OR CLICKING ON THE AGREE / I ACCEPT BOX, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, YOU ARE NOT AUTHORIZED TO USE THE LIBRARY MONKEY SOFTWARE.
1. DEFINITIONS
As used in this Agreement, the following definitions apply:
“Licensed Product” means collectively, the Licensed Software and the Licensed Documentation.
“Licensed Software” or “Software” means the Library Monkey™ software selected by you, in executable code only, as licensed under this Agreement.
“Licensed Documentation” means documentation in printed or electronic form, that is related to the License Software.
“Licensed Computer” means only one of user's computer's from which the Licensed Software is Used. If Licensed Software is installed on a storage device, such as a network server, separate license is necessary for each computer running the Software from the storage device.
“Use” means you may install, use, access, run or otherwise read the Software into and out of memory, in accordance with the documentation and license grant from Licensor.
2. GRANT AND SCOPE OF LICENSE
Licensor hereby grants to user a personal, non-exclusive, nontransferable license (without the right to sublicense) to Use the Licensed Software and related materials throughout the world only pursuant to the terms and conditions of this Agreement. Monkey Tools retains exclusive ownership of any copyright rights to the Licensed Software, including any modification, additions or deletions thereto (as defined below) licensed under this Agreement. From the date of receipt, user agrees to use reasonable efforts to protect the Licensed Software and Licensed Documentation from any unauthorized disclosure, use, reproduction, distribution, or publication. Monkey Tools is making the Licensed Software available through either the Monkey Tools website at https://www.monkey-tools.com/ (the “Monkey Tools Site”) or bundled with other Monkey Tools offerings. All rights relating to LIBRARY MONKEY™ or the Licensed Software that are not expressly licensed in this Agreement, whether now existing or which may hereafter come into existence are reserved for Monkey Tools. This license shall terminate immediately upon any violation by you of this Agreement.
You may make one copy (in machine-readable form only) of the Licensed Software that is solely for disaster or recovery purposes. You must reproduce the copy without modification, including all copyright and other proprietary notices that are on the original copy.
Supply of this product does not convey a license nor imply any right to distribute MPEG Layer-3 compliant content created with this product in revenue-generating broadcast systems (terrestrial, satellite, cable and/or other distribution channels), streaming applications (via Internet, intranets and/or other networks), other content distribution systems (pay-audio or audio-on- demand applications and the like) or on physical media (compact discs, digital versatile discs, semiconductor chips, hard drives, memory cards and the like). An independent license for such use is required. For details, please visit http://mp3licensing.com.
3. TIMING OF LICENSE/TERM
User shall pay Licensor's License Fees and charges for the License Product in effect at the time of User's acceptance of this Agreement. Unless otherwise terminated or cancelled as provided in this Agreement, the terms shall commence on the Agreement's effective date and shall continue until the version of the Licensed Software is obsolete in Monkey Tools sole discretion. .
4. REPRESENTATIVES AND WARRANTIES BY USER
You represent and warrant that you will not violate any of the requirements of this Agreement and further represent and warrant that:
(A) You will not, and will not permit others to, (i) reverse engineer, decompile, disassemble, derive the source code of, modify, or create derivative works from the Licensed Software, or (ii) copy, distribute, publicly display, or publicly perform the Licensed Software other than as expressly authorized by this Agreement.
(B) You will not use the Licensed Software to engage in or allow others to engage in any illegal activity.
(C) You will not engage in use of the Licensed Software that will interfere with or damage the operation of the services of Monkey Tools or third parties by overburdening/disabling network resources through automated queries, excessive usage or similar conduct that exceeds the permitted personal, non-commercial use.
(D) You will not sell the Licensed Software or charge others for use of the Licensed Software.
(E) You will not use the Licensed Software to engage in any activity that will violate the rights of third parties, including, without limitation, through the use, public display, public performance, reproduction, distribution, or modification of communications or materials that infringe copyrights, trademarks, publicity rights, privacy rights, other proprietary rights, or rights against defamation of third parties.
(F) You may not claim any sponsorship by, endorsement by, or affiliation with Monkey Tools.
5. SUPPORT SERVICES
Monkey Tools shall provide support via electronic means only during the term of the License.
6. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THE LICENSED SOFTWARE IS SUPPLIED “AS IS” AND ALL USE IS AT YOUR OWN RISK. MONKEY TOOLS DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE LICENSED SOFTWARE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE.
UNDER NO CIRCUMSTANCES SHALL MONKEY TOOLS BE LIABLE TO ANY USER FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF MONKEY TOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT, THE LICENSED SOFTWARE, OR USER'S USE OR MISUSE OF LIBRARY MONKEY™ OR ANY OTHER SERVICES PROVIDED BY MONKEY TOOLS. SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM THE USE OR MISUSE OF THE LICENSED SOFTWARE OR ANY OTHER SERVICES SUPPLIED BY MONKEY TOOLS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), OR ERRORS OF THE LICENSED SOFTWARE.
7. RELEASE AND INDEMNITY
You agree to release, defend, indemnify and hold harmless Monkey Tools, their officers, directors, employees, agents, independent contractors, attorneys, accounts, parent corporations, subsidiary corporations, affiliates, successors, and assigns, from and against any and all liability, claims, actions or demands by yourself or any other party resulting from or relating to your use or misuse of the Licensed Software. You waive all laws that may limit the efficacy of such a release or indemnity.
8. INTELLECTUAL PROPERTY
By accepting this Agreement, you acknowledge that Monkey Tools is the owner of all intellectual property rights in and to the Licensed Software including copyright, trademark, patent, trade secret and all other proprietary rights that are existing throughout the world.
9. CHOICE OF LAW, JURISDICTION, AND VENUE
This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Washington. The state and federal courts of Washington shall be the exclusive jurisdiction, forum, and venue to resolve any and all disputes arising out of or relating to this Agreement. You consent to personal jurisdiction and venue in state or federal court in Washington.
10. MODIFICATION
Monkey Tools reserves the right to modify or amend this Agreement at any time and for any reason or for no reason at all, in their sole discretion, without notice. Please review the version of this Agreement at http://www.monkey-tools.com from time to time in order to keep current with its terms and conditions.
11. TERM AND TERMINATION
This Agreement is terminable at will by you or by Monkey Tools for any reason or for no reason at all, in either your, Monkey Tools sole discretion. This Agreement shall terminate immediately upon any breach by you. Upon termination, you agree to discard all copies of the Licensed Software. All provisions of this Agreement which by their nature extend beyond termination remain in effect until fulfilled and apply to respective successors and assigns.
12. NOTIFICATIONS OF INFRINGEMENT
Monkey Tools processes, investigates, and responds to notifications of alleged infringement in accordance with the Digital Millennium Copyright Act (“DMCA“) and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Monkey Tools will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Monkey Tools will terminate access for any the Licensed Software users who are repeat infringers. Notices of claimed infringement should be directed to: Registered Copyright Agent, Monkey Tools, 1429 Avenue D, Suite 524, Snohomish, Washington 98290. E-mail Address: support@monkey-tools.com. The words “Notice of Infringement” should be put in the subject line of all such notifications.
Monkey Tools will respond to all other notifications of claimed infringement of intellectual property rights in accordance with applicable laws.
13. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement constitutes the sole and entire agreement of the parties as to the matter set forth herein and supersedes any previous agreements, understandings, and arrangements between the parties relating hereto.
14. SEVERABILITY
If any provision(s) of this Agreement shall be held to be invalid, illegal, or unenforceable by a court or other tribunal of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
15. REGISTRATION AND ACCEPTANCE
By clicking the “I Accept“ box and installing and/or loading the Licensed Software, each user represents and warrants that he or she is 18 years of age or older, is capable of entering into a binding legal agreement, and has read, understands, and agrees to be bound by all provisions of this Agreement. Any parent or guardian of a person under the age of 18 may accept this Agreement on behalf of a user. By doing so, any such parent or guardian represents and warrants that he or she is 18 years of age or older, is capable of entering into a binding legal agreement, agrees to accept full responsibility for the child's use of LIBRARY MONKEY, and has read, understands, and agrees to be bound by the Agreement.
1 Library Monkey is the trademark and trade name belonging to Monkey Tools, LLC, a Washington limited liability company. Unauthorized use of the name Library Monkey is prohibited by law.