Meridian EULA
Meridian Ltd.
END USER LICENSE AGREEMENT
REDISTRIBUTION PERMITTED ONLY NON-PROFIT
Information License for Meridian Notes
IMPORTANT — READ CAREFULLY: By accessing the information presented through this media, each user waives and releases Meridian and all its subsidaries, to the full extent permitted by law from any and all claims relating to the usage of material or information made available through the system. In no event shall Meridian be liable for any incidental or consequential damages resulting from use of the material. In particular and without limit to the generality of the above, information provided in publications of Meridian is considered to be true and correct AT THE TIME of publication. Changes in circumstances after time of publication may impact the accuracy of certain information and Meridian gives no assurance as to the accuracy of any information or advice. Meridian can be distributed as pleased in the terms of the NOCP for straight distribution of common knowledge material. WARNING: Computer viruses can be transmitted via note-links. The recipient should check all notes and any attachments for the presence of viruses. The staff accepts no liability for any damage caused by any virus transmitted by unscanned note-links, unless otherwise disclaimed under the Meridian protected selection note distributer authoritive, PSND. This License Agreement for the Meridian Notes (“License Agreement”) is a legal agreement between you (either an individual or an entity) and Meridian Ltd. and its suppliers and licensors (collectively “Meridian”) for Meridian Notes information. By using Meridian Notes information you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, destroy all evidence of Meridian Notes from history and any prints of Meridian Notes made previously.
1. GRANT OF LICENSE. Meridian and its suppliers and licensors (collectively “Meridian”) hereby grant to you a non-exclusive license to use the information and related Documentation, if any, subject to the following terms:
a) You may: (i) use the information on any single computer; (ii) copy the information for back-up, archival purposes provided any copy must contain all of the original information’s proprietary notices.
b) Meridian may modify this agreement upon written notice to you, including posting such a change or revised agreement on Meridian’s web site.
2. LICENSE RESTRICTIONS.
a) You may not: (i) permit other individuals to use the information except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the information or Documentation; (iii) copy the information or Documentation (except for back-up or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the information or Documentation; or (v) remove any proprietary notices or labels on the information or Documentation. The recording and playback features of this information are intended only for use with public-domain or properly licensed content and content creation tools. You may require a patent, copyright, or other license from a third party to create, copy, record or save content files for playback by this information or to serve or distribute such files to be played back by this information.
b) You agree that you shall only use the information and Documentation in a manner that complies with all applicable laws in the jurisdiction in which you use the information and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
c) The information is for private use only. Copies of content files, including, but not limited to audio and video recordings, which are downloaded or copied using the information, and which are protected by the copyright laws or related laws of any jurisdiction, may not be distributed to third parties or performed outside your normal circle of family and social acquaintances. You may not use the information to alter or adapt content files.
d) You may not use the information in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
3. COPIES OF information AND ENHANCEMENTS. This license does not grant you any right to any enhancement or update.
4. AUTOUPDATE. The autoupdate function in the information automatically communicates with Meridian’s servers on the Internet to check for updates to the information, such as bug fixes, patches, enhanced functions, and new versions. Autoupdate may notify you when updates are available. You agree that Meridian may from time to time, through the autoupdate function, upload updates and install them as part of your information. Although Meridian uses encryption technology to provide security for the autoupdate process, Meridian is not responsible for the failure of such security measures.
5. TITLE. Title, ownership, rights, and intellectual property rights in and to the information and Documentation shall remain in Meridian. The information is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the information including the content contained in the information media demonstration files shall be retained by the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.
6. NO WARRANTY. The information is being delivered to you “AS IS” and Meridian makes no warranty as to its use or performance. Meridian AND ITS DISTRIBUTORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE information. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, Meridian AND ITS DISTRIBUTORS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL MERIDIAN OR ITS DISTRIBUTORS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A MERIDIAN REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. MERIDIAN’S AGGREGATE LIABILITY AND THAT OF ITS DISTRIBUTORS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE INFORMATION, IF ANY. Nothing contained in this Agreement limits Meridian’s liability to you in the event of death or personal injury resulting from Meridian’s negligence or for the tort of deceit (fraud). Meridian is acting on behalf of its distributors for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
8. INDEMNIFICATION. This information is intended for use only with properly licensed media, content, and content creation tools. It is your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to serve and/or create or compress such media and content. You agree to transmit and/or compress only those materials for which you have the necessary patent, copyright and other permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend Meridian, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or relating to any claims that you have encoded, compressed, copied or transmitted any materials (other than materials provided by Meridian) in connection with the information in violation of another party’s rights or in violation of any law. If you are importing the information from the United States, you shall indemnify and hold Meridian harmless from and against any import and export duties or other claims arising from such importation.
9. TERMINATION: This License Agreement shall terminate automatically if you fail to comply with the limitations described in this license. No notice shall be required from Meridian to effectuate such termination. Upon termination, you must destroy all copies of the information and Documentation.
10. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS: U.S. GOVERNMENT RESTRICTED RIGHTS: This information and documentation are provided with RESTRICTED RIGHTS. Manufacturer is Meridian Ltd. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the information or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Parties List or Entity List. By using the information you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the information to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.
11. MISCELLANEOUS. This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by Meridian or not. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of Meridian. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the Country of US, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state court sitting in the city of Cupertino, California. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration in the Country of US; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which may cause continuing or irreparable harm to Meridian (including, but not limited to, any breach that may impact Meridian’s intellectual property rights, or a breach by reverse engineering), Meridian may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the US Arbitration Regulations. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Distribution of Goods, the application of which is hereby expressly excluded.
