TERMS AND CONDITIONS

Overview:
READ THIS AGREEMENT CAREFULLY. WE ARE WILLING TO LICENSE OUR SOFTWARE
TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS IN THIS
SPIDER PLAYER LICENSE AGREEMENT.
BY CLICKING TO INSTALL OR BY USING OUR SOFTWARE, YOU ARE AGREEING
ELECTRONICALLY TO THE TERMS OF THIS AGREEMENT (THE "AGREEMENT" or
"LICENSE"). IF YOU DO NOT AGREE TO THIS LICENSE, CLICK "CANCEL" AND
DO NOT INSTALL, COPY OR USE THE SOFTWARE.
SPIDER PLAYER LICENSE AGREEMENT
This Agreement applies to the Product (as defined below) provided by
VIT Software ("VIT"). BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING
OR USING THE PRODUCT, YOU ELECTRONICALLY AGREE ON BEHALF OF YOURSELF
AND THE ENTITY YOU REPRESENT (IF APPLICABLE) THAT YOU OR SUCH ENTITY
ARE BOUND BY, AND ARE BECOMING A PARTY TO THIS AGREEMENT AS THE
"LICENSEE". YOU ALSO AGREE TO RECEIVE REQUIRED NOTICES, TERMS AND
INFORMATION FROM US ELECTRONICALLY.
1. DEFINITIONS.
a) "Agreement" means this Spider Player License Agreement.
b) "Basic Product" means the executable code version of only those
features of the Spider Player identified as the features of the free
Spider Player at the following URL: http://spider-player.com/download,
and any VIT created Skins and VIT Plug-ins distributed by VIT for
use with the Product, whether Licensee installs them at the time of
installation of the Spider Player or separately from the
spider-player.com website. Any feature identified as a feature of the
PRO version of the Spider Player either at the above URL or within
the Product is not part of the Basic Product.
c) "Documentation" means the help pages hosted on the
spider-player.com website, as well as the skinning information
available at http://spider-player.com/forum.
d) "VIT Plug-in" means a plug-in (a small software program that adds
a specific capability to another program, such as the Spider Player)
owned and offered by VIT as part of the Product download and/or via
http://spider-player.com/download for use with the Product.
e) "PRO Product" means the executable code version of the fully
functional Spider Player, including both the Basic Product and all
features of the Spider Player PRO identified at the following URL:
http://spider-player.com/download.
f) "Product" means the Basic Product and/or the PRO Product, as
applicable to Licensee, all associated software, upgrades, updates,
patches, plug-ins, supplemental applications, associated media,
Documentation and online services (if any) provided by VIT.
g) "Skin" means a graphical interface for the Product that changes
the look but not the functionality, and includes the text files that
define how the skin is built, the scripts that define how it should
behave, and the graphics that create the visual look.
h) "Update" means a revision to the Product designated by a change in
the version number to the right of the decimal place.
i) "Upgrade" means a revision to the Product designated by a change
in the version number to the left of the decimal place.
2. LICENSE GRANT.
a) Basic Product. Subject to Licensee's compliance with the terms and
conditions of this Agreement, VIT grants Licensee a free-of-charge,
personal, non-exclusive, and non-transferable license to install and
use the Basic Product. VIT also grants Licensee permission to create
Skins for the Product by modifying the Aqua Skin or other included
Skin file, in accordance with the Documentation. Licensee may
distribute the Skins it creates, but it must rename the file it
distributes and may not use the Spider Player name or any Spider
Player file name in the name of the Skin file it distributes.
b) PRO Product. Provided Licensee complies with the terms and
conditions of this Agreement and has paid the applicable license fees
for the premium features of the PRO Product, VIT grants Licensee a
personal, non-exclusive, and non-transferable license to install and
use the PRO Product. Upon VIT's receipt of the applicable license
fees, a serial number key will be issued to Licensee to unlock the
premium features of the PRO Product. Licensee may only access and use
such premium features using the serial number key provided to it by
VIT.
3. RESTRICTIONS ON USE. Licensee may not: (i) modify or create any
derivative works of the Product; (ii) decompile, disassemble, reverse
engineer, or otherwise attempt to (a) derive the source code,
underlying ideas, algorithms, structure or organization of the
Product, or (b) defeat, avoid, bypass, remove, deactivate or
otherwise circumvent any software protection mechanisms in the
Product (except to the extent applicable laws specifically prohibit
such restriction); (iii) attempt to access or use the premium
features of the PRO Product if Licensee has not paid the applicable
fees or by any manner or method other than using the key provided by
VIT; (iv) redistribute, encumber, sell, rent, lease, sublicense, or
otherwise transfer the Product or rights thereto; (v) use the Product
to reproduce, display, perform, or distribute audio and/or video
content in any manner that violates any U.S. or foreign laws or
regulations or any third party's rights, including copyright, privacy
or publicity rights, or other intellectual property right; (vi) use
the Product in a timesharing or service bureau arrangement; or (vii)
remove or alter any trademark, logo, copyright or other proprietary
notices, legends, symbols or labels in the Product. The VIT produced
Skins that are provided with the Product may only be used with the
Product and may not be used with any other media player or other
third party product.
4. NEED FOR CONTENT LICENSES. This license provides no rights with
respect to any musical compositions, sound recordings, video
recordings, or other audio and/or video materials ("Content") that
may be reproduced, encoded, distributed, transmitted, performed, or
otherwise used in connection with the Product. Licensee alone is
responsible for ensuring that any Content is properly used in
accordance with applicable laws and the rights of any third party
with respect to such Content.
5. SUPPORT.
a) Basic Product. If Licensee is using the Basic Product, Licensee
will have access to community forums, FAQs, and other online self
help services, but will not be entitled to receive from VIT any
technical support. Use of community forums and other online service
are subject to additional terms.
b) PRO Product. If Licensee is using the PRO Product, in addition to
the self help services available, Licensee shall be entitled to
reasonable email customer support during normal business hours for
thirty (30) days commencing on the date Licensee receives the PRO
Product key. No customer support is provided for Updates or Upgrades
received pursuant to this Agreement.
6. FEES. There is no license fee for the Basic Product. A license fee
is required in order to receive a key to access the premium features
of the PRO Product. Fee information is available at:
http://spider-player.com/download.
7. UPGRADES AND UPDATES.
a) Basic Product. This license entitles Licensee to Updates
or Upgrades to the Basic Product. In order to receive an Update or
Upgrade to the Basic Product, Licensee must agree to the then current
license agreement and download the Update or Upgrade from
http://spider-player.com/download.
b) PRO Product. This license entitles Licensees of the PRO Product
to Updates or Upgrades to the PRO Product. In order to receive
an Update or Upgrade to the Basic Product, Licensee must agree to the
then current license agreement and download the Update or Upgrade from
http://spider-player.com/download.
8. LICENSEE REPRESENTATIONS. Licensee represents and warrants that it
has the legal capacity to enter into this Agreement, that it will use
the Product only for lawful purposes and in accordance with this
Agreement, and that it will not use the Product to violate any law,
regulation or ordinance or any right of VIT or its licensors or any
third party, including without limitation, any right of privacy,
publicity, copyright, trademark, or patent. Licensee further
represents and warrants that Licensee has adequate legal capacity to
enter into binding agreements such as this Agreement.
9. ONLINE SERVICES. VIT may provide online services for use with the
Product. VIT may change or cancel those services at any time. In
order to use these interactive services, you will need to register
and obtain log-in credentials, such as a User ID. You must agree to
abide by the terms and conditions that may apply to any interactive
online service that you elect to use with the Product.
10. ELECTRONIC NOTICE DELIVERY POLICY. VIT, when possible, transacts
with users of its products electronically. WHEN YOU PROVIDE VIT WITH
YOUR EMAIL ADDRESS, E.G. IN ORDER TO RECEIVE THE KEY FOR THE PRO
PRODUCT OR TO RECEIVE NEWSLETTERS, YOU CONSENT TO RECEIVE
ELECTRONICALLY FROM VIT ANY PRIVACY OR OTHER NOTICES, AGREEMENTS,
DISCLOSURES, REPORTS, DOCUMENTS, COMMUNICATIONS, OR OTHER RECORDS
(COLLECTIVELY, "NOTICES"). You agree that VIT generally can send you
electronic Notices to the e-mail address that you provided to VIT, if
any. You must check your designated e-mail address regularly for
Notices. You must have a personal computer with a modem connected to
a communications source (telephone, wireless or broadband), a
Windows-based operating system with an Internet browser, and Internet
e-mail software in order to access electronic communications. You
will need a printer attached to your personal computer to print any
Notices. The delivery of any Notice from VIT is effective when sent
by VIT, regardless of whether you read the Notice when you receive it
or whether you actually receive the delivery. Your only method of
withdrawing consent to receive Notices electronically is to terminate
your use of the PRO Product and/or cancel any newsletter
subscriptions, as applicable.
11. TERMINATION. Should Licensee breach this Agreement, Licensee's
right to use the Product shall terminate immediately and without
notice. The respective rights and obligations of VIT and Licensee
under the provisions of Sections 3 ("Restrictions on Use"), 4 ("Need
for Content Licenses"), 10 ("Electronic Notice Delivery Policy"), 11
("Termination"), 12 ("Proprietary Rights"), 14 ("Indemnification"),
17 ("Limitation of Liability") and 18 ("Third Party Services or
Products") shall survive expiration or termination of this Agreement
and Licensee agrees to continue to be bound by those terms. Upon
termination, Licensee shall destroy all copies of the Product.
12. PROPRIETARY RIGHTS. Title, ownership rights, and intellectual
property rights in the Product shall remain in VIT and/or its
licensors and other suppliers. Licensee acknowledges such ownership
and intellectual property rights and will not take any action to
jeopardize, limit or interfere in any manner with VIT's or its
licensors' or other suppliers' ownership of or rights with respect to
the Product. The Product is protected by copyright and other
intellectual property laws and by international treaties. All
trademarks used in connection with the Product are owned by VIT or
its licensors and other suppliers, and no license to use any such
trademarks is provided hereunder. Title and related rights in the
Content are the property of the applicable content owners and are
protected by applicable law. Licensee agrees that VIT may use in any
manner and without limitation all comments, suggestions, complaints
and other feedback Licensee provides relating to the Product.
13. USE AND AVAILABILITY OF OPEN SOURCE CODE. Portions of the Product
use software components developed through various open source
projects. The licenses and availability of source code for such
components are specified in the copyright notice file delivered with
this Product.
14. INDEMNIFICATION. Licensee agrees to indemnify, hold harmless, and
at VIT's request, to defend VIT, its licensors and suppliers from any
and all costs, damages and reasonable attorneys' fees resulting from
any breach of this Agreement or claim that Licensee's use of the
Product has injured or otherwise violated any right of any third
party or violates any law.
15. LIMITED WARRANTY FOR PRO PRODUCT. Provided Licensee has paid the
applicable license fees for the PRO Product and is in compliance with
the terms and conditions hereof, for sixty (60) days after the date
of download of the PRO Product (the "Warranty Period"), VIT warrants
that the unmodified PRO Product, when properly installed and used,
will substantially achieve the functionality described in the
applicable Documentation. This limited warranty does not apply for
plug-ins or supplemental applications that you may subsequently elect
to install and use with the PRO Product. THIS LIMITED EXPRESS
WARRANTY FOR THE PRO PRODUCT CONSTITUTES THE ONLY WARRANTY WITH
RESPECT TO THE PRODUCT. VIT AND ITS LICENSORS AND OTHER SUPPLIERS DO
NOT MAKE, AND HEREBY EXCLUDE AND DISCLAIM, ALL OTHER REPRESENTATIONS
OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PRO PRODUCT AND ANY
UPDATES OR UPGRADES THERETO, WHETHER EXPRESS OR IMPLIED (EITHER IN
FACT OR BY OPERATION OF LAW), INCLUDING WITHOUT LIMITATION,
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES' RIGHTS, AND
SECURE, ERROR-FREE OR UNINTERRUPTED OPERATION. VIT AND ITS LICENSORS
AND OTHER SUPPLIERS SHALL HAVE NO OBLIGATIONS UNDER THE WARRANTY
PROVISIONS SET FORTH HEREIN IF LICENSEE ALTERS OR MODIFIES THE PRO
PRODUCT; USES THE PRO PRODUCT ON A COMPUTER SYSTEM OR IN A MANNER NOT
SPECIFIED BY VIT; OR LICENSEE VIOLATES THE TERMS OF THIS AGREEMENT.
IN THE EVENT OF A BREACH OF THIS WARRANTY, AND IF LICENSEE PROVIDES
VIT WITH A WRITTEN REPORT DURING THE WARRANTY PERIOD OF ANY ERRORS OR
FAILURES, VIT WILL USE REASONABLE EFFORTS TO PROMPTLY CORRECT,
REPLACE OR PROVIDE A WORK AROUND FOR SUCH ERROR OR FAILURE, AT NO
CHARGE TO LICENSEE, OR AT VIT'S SOLE OPTION, PROVIDE A REFUND TO
LICENSEE. THIS IS LICENSEE'S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF
ANY EXPRESS OR IMPLIED WARRANTIES HEREUNDER. NOTWITHSTANDING THE
FOREGOING, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
IMPLIED WARRANTIES; HOWEVER, THE EXCLUSIONS OF VIT'S WARRANTY IN THIS
LIMITED WARRANTY SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW.
16. DISCLAIMER OF WARRANTY FOR THE BASIC PRODUCT. THE BASIC PRODUCT
IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. VIT, ITS LICENSORS
AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING THE WARRANTIES THAT THE BASIC PRODUCT IS FREE OF
DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS,
THAT THE FUNCTIONALITY OF THE BASIC PRODUCT WILL MEET LICENSEE'S
REQUIREMENTS, OR THAT ERRORS IN THE BASIC PRODUCT WILL BE CORRECTED,
AND THE IMPLIED WARRANTIES THAT THE BASIC PRODUCT IS MERCHANTABLE, OF
SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED,
OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY
INCAPABLE OF EXCLUSION. FURTHER, VIT, ITS LICENSORS AND OTHER
SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE
USE OR THE RESULTS OF THE USE OF THE BASIC PRODUCT IN TERMS OF THEIR
CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY VIT OR A VIT AUTHORIZED REPRESENTATIVE
SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY
WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. VIT AND ITS
LICENSORS AND OTHER SUPPLIERS HAVE NO LIABILITY WITH RESPECT TO
LICENSEE'S USE OF THE BASIC PRODUCT. LICENSEE BEARS THE ENTIRE RISK
AS TO THEIR QUALITY AND PERFORMANCE AND ASSUMES THE ENTIRE COST OF
ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN
ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE BASIC PRODUCT IS
AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
17. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT WILL VIT OR ITS DIRECTORS, EMPLOYEES,
DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE "VIT
GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY
RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOST
PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE
OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND
REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR
OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, THE VIT
GROUP'S ENTIRE COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS
AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES
LICENSEE PAID FOR THIS LICENSE (IF ANY) AND REPLACEMENT OF DEFECTIVE
MEDIA OR PROVISION OF A REASONABLY SIMILAR PRODUCT, AS DETERMINED AT
VIT'S SOLE DISCRETION, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY
CAUSED BY THE NEGLIGENCE OF VIT TO THE EXTENT APPLICABLE LAW
PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL
OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE
APPLICABLE. ADDITIONALLY, THE VIT GROUP SHALL NOT BE LIABLE FOR ANY
CLAIMS OR DAMAGES ARISING OUT OF: (i) CONTENT PROVIDED BY LICENSEE OR
A THIRD PARTY THAT IS ACCESSED THROUGH OR USED WITH THE PRODUCT
AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT; OR (ii) THE USE OF
PLUG-INS OR SKINS DEVELOPED BY THIRD PARTIES AND MADE AVAILABLE ON
VIT'S WEBSITE FOR USE WITH THE PRODUCT.
18. THIRD PARTY SERVICES OR PRODUCTS. Third parties may offer
applications or services to access, "plug-in" or interact with the
Product. Licensee's use of such third party applications will be at
Licensee's own risk and subject to the terms and conditions of those
third parties. VIT DOES NOT REPRESENT AND WARRANT THAT ACCESS AND USE
OF THE PRODUCT THROUGH OR WITH THESE THIRD-PARTY APPLICATIONS OR
THIRD PARTY OFFERINGS WILL BE COMPATIBLE, UNINTERRUPTED, ERROR FREE,
WITHOUT DEFECTS OR THAT LICENSEE WILL BE ABLE TO ACCESS OR USE THE
PRODUCT AT ALL TIMES AND LOCATIONS OF ITS CHOOSING. LICENSEE AGREES
THAT VIT IS UNDER NO OBLIGATION TO PROVIDE LICENSEE WITH ANY ERROR
CORRECTIONS, UPDATES, UPGRADES, FIXES AND/OR ENHANCEMENTS TO MAKE THE
PRODUCT ACCESSIBLE THROUGH OR COMPATIBLE WITH THESE THIRD-PARTY
APPLICATIONS OR THIRD PARTY OFFERINGS.
(c) VIT Software, LLC - Last revised: November 4, 2008