Content Download Agreement
IMPORTANT: PLEASE READ THIS LICENSE AGREEMENT CAREFULLY. DOWNLOADING, COPYING, DISPLAYING, PERFORMING, OR DISTRIBUTING DREAMSCENEBANK LLD OR DREAMSCENEBANK LLD-SUPPLIED CONTENT CONSTITUTES ACCEPTANCE OF THIS LICENSE AGREEMENT.
DREAMSCENEBANK LLD IS WILLING TO LICENSE THE CONTENT (AS DEFINED BELOW) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT (“AGREEMENT”). BY DOWNLOADING, COPYING, DISPLAYING, PERFORMING, OR DISTRIBUTING THE CONTENT, YOU ARE BINDING YOURSELF AND THE BUSINESS ENTITY THAT YOU REPRESENT (COLLECTIVELY, “YOU”) TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DREAMSCENEBANK LLD IS UNWILLING TO LICENSE THE CONTENT TO YOU AND DO NOT DOWNLOAD, COPY, DISPLAY, PERFORM, OR DISTRIBUTE THE CONTENT. THE CONTENT IS PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OF THE CONTENT OTHER THAN AS EXPRESSLY AUTHORIZED UNDER THIS LICENSE AGREEMENT OR COPYRIGHT LAW IS PROHIBITED. FOR THE PURPOSES OF THIS AGREEMENT, “CONTENT” MEANS THE CONTENT LICENSED UNDER THE TERMS OF THIS AGREEMENT, WHICH CONSISTS OF VIDEO PROGRAMS, AUDIO FILES, AND POSTCASTING FEEDS (AND THE CONTENT IN THE FEEDS).
1. License Grant. Subject to the terms and conditions of this License, Dreamscenebank LLD grants You a non-exclusive, non-transferable, limited license to exercise the rights in the Content as stated below:
a. download the Content from the Dreamscenebank.com web site for Your noncommercial uses; and
b. reproduce, distribute, publicly display, publicly perform, or digitally perform only the free Content provided on the dreamscenbank.com, in unmodified form, in each case solely for noncommercial uses. All other content that would be downloaded after a purchase on the store is strictly and only usable in private places and for non commercial uses.
You have no right to modify, edit, alter, transform, or create derivative works based upon the Content. Except for the express license granted above, no other licenses to the Dreamscenebank LLD Content is granted by implication, estoppel or otherwise.
2. Restrictions, Limitations. The license granted in Section 1 is expressly made subject to and limited by the following restrictions:
a. You may distribute, publicly display, publicly perform, or digitally perform only the free content found on the web site only under the terms of this Agreement, and You must include a copy of this Agreement with every copy of the Content that You distribute. You may not offer or impose any terms on the Content that alter or restrict the terms of this Agreement or the recipients’ exercise of the rights granted hereunder. You may not sublicense the Content. You must keep intact all notices that refer to this Agreement and to the disclaimer of warranties. You may not distribute, publicly display, publicly perform, or digitally perform the Content with any technological measures that control access or use of the Content in a manner inconsistent with the terms of this Agreement.
b. If you distribute the free content, publicly display, publicly perform, or digitally perform the Content, You may not remove, delete, modify, or obscure any copyright or proprietary notices that might appear in or with the Content.
c. From time to time, at Dreamscenebank LLD’s sole discretion and without notice, Dreamscenebank LLD may expire Content (“Expired Content”). Upon expiration of Content, (1) the Content will be deemed to exclude the Expired Content; and (2) You will delete or destroy all copies of the Expired Content in your possession.
d. From time to time, at Dreamscenebank LLD’s sole discretion and without notice, Dreamscenebank LLD may produce and make available revised or updated versions of previously-released Content (“Updated Content”), which Updated Content is intended to supersede such previously-released Content. Upon release of Updated Content, the Content will be deemed to (i) include the Updated Content, and (ii) exclude the previously-released Content that the Updated Content was intended to supersede. You will delete or destroy all copies of the previously-released Content in your possession.
3. Representations, Warranties, and Disclaimer. THE DREAMSCENEBANK LLD CONTENT IS PROVIDED ON AN “AS IS” BASIS, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DREAMSCENEBANK LLD AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE DREAMSCENEBANK LLD CONTENT AND ALL MATERIALS AND SERVICES PROVIDED IN CONNECTION WITH THIS AGREEMENT, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, NON-INTERFERENCE, QUIET ENJOYMENT, SATISFACTORY QUALITY, AVAILABILITY, AND ACCURACY OF CONTENT INFORMATION. WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR APPLYING YOUR OWN REASONABLE DISCRETION IN USING (AND IN YOUR RECIPIENT’S USE OF) THE DREAMSCENEBANK LLD CONTENT. DREAMSCENEBANK LLD DOES NOT WARRANT THAT SUCH MATERIALS WILL BE ACCURATE, WILL MEET YOUR REQUIREMENTS, OR WILL REFLECT DREAMSCENEBANK LLD’S VIEWS OR OPINIONS.
4. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL DREAMSCENEBANK LLD AND ITS SUPPLIERS BE LIABLE IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT FOR MORE THAN ONE HUNDRED DOLLARS ($100.00), EVEN IF DREAMSCENEBANK LLD OR ITS SUPPLIERS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
a. This Agreement and the rights granted are effective until terminated. Your rights under this Agreement will terminate automatically without notice from Dreamscenebank LLD if You breach any terms of this Agreement. In addition, You or Dreamscenebank LLD may terminate this Agreement with thirty days notice. Sections 3, 4, 5, and 6 will survive any termination of this Agreement.
b. Dreamscenebank LLD reserves the right to update the terms of this Agreement from time to time without notice. Dreamscenebank LLD reserves the right to (1) stop distributing the Content (or any portion thereof) and/or cease offering the podcasting feeds at any time, for any reason or no reason, or (2) require You to cease distributing the Content or using the podcasting feeds at any time, for any reason or no reason.
1. If any portion of this Agreement is found or held to be invalid or unenforceable by any tribunal of competent jurisdiction, then the meaning of such provision will be construed, to the extent feasible, so as to render the provision enforceable, and if no feasible interpretation would save such provision, it will be severed from the remainder of this Agreement. The remainder of this Agreement will remain in full force and effect.
2. No waiver of any terms or conditions of this Agreement will be valid or binding on a party unless such party makes the waiver in writing. The failure of one party to enforce any of the provisions of this Agreement, or the failure to require at any time the performance of the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every provision thereafter.
3. This Agreement will be governed by and construed in accordance with the laws of the State of Maine, without giving effect to any conflicts of laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. Any dispute arising out of or relating to this Agreement must be commenced in a state or federal court in Portland, Maine, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts.
4. You may not assign this Agreement without the prior written consent of Dreamscenebank LLD. Any assignment in contravention of the foregoing shall be void and of no effect.
5. You will use the Content for lawful purposes only and will comply with all laws, governmental rules, and regulations applicable to its use, copying, distribution, performance, and display
6. Each party acknowledges and agrees that certain actual or threatened breaches or violations of this Agreement may cause the non-breaching party irreparable damage for which the award of monetary damages would be inadequate. Consequently, the non-breaching party may seek to enjoin the breaching party from all such acts in breach or violation of this Agreement, in addition to any other relief to which the non-breaching party may be entitled to receive at law or in equity.
7. Except as expressly provided herein, this Agreement constitutes the entire agreement and final understanding of the parties with respect to the subject matter hereof, and supersedes any conflicting or additional terms contained in any purchase order or elsewhere. This Agreement is intended by the parties to be a complete and wholly integrated expression of their understanding and agreement.