USER SOFTWARE LICENSE AGREEMENT
Marathon Records, Inc., its nominees, Authors and distributors of Eagle Eye™ software (hereinafter “Software”), will grant User,
the purchaser, permission to use the Software (defined below) in accordance with, and provided User consent to and agree to be
bound by, the terms and conditions contained in this User Software License Agreement (hereinafter “License Agreement”).
By installing, downloading, copying or using the Software in any other manner, User will be deemed to have read, understood,
accepted and bound User to the below terms and conditions. Please review this License Agreement thoroughly. This License
Agreement is a legal agreement between User and Marathon Records, Inc.
1. GRANT OF LICENSE AND LIMITATIONS
a. The Software is protected by copyright, trade secret, and other intellectual property laws.
b. User is only granted certain limited rights to install and use the Software. Marathon Records reserves all other
rights in the Software not granted to User in writing herein. As long as User meet any applicable payment obligations
and comply with this Agreement, Marathon Records grants User a personal, limited, non-exclusive, non-transferable,
revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set
forth in this Agreement, or in accordance with Marathon Records’ then-current product discontinuation policies, as updated
from time to time, and only for the purposes described by Marathon Records for the Software.
c. User acknowledges and agrees that the Software is licensed, not sold.
d. User agrees not to use the Software in a manner that violates any applicable law, regulation or this Agreement.
e. User undertakes not to:
i. Provide access to or give the Software or any part of the Software to any third party;
ii. Reproduce, duplicate, copy, deconstruct, reverse-engineer, sell, trade or resell the Software;
iii. Transfer User license to the Software to any other party;
iv. Attempt unauthorized access to any other Marathon Records’ systems that are not part of the Software;
v. Permit any third party to benefit from the use or functionality of the Software via a rental, lease, timesharing,
service bureau, hosting service, or other arrangement; or
vi. Upload, host, use or access the Software via a timesharing, service bureau, virtualization, application hosting
or other remote access arrangement.
vii. Use the Software for immoral, illegal or for any other purpose which may be determined threatening, abusive or
harmful including but not limited to the creation or transmission of any virus, worms, trojan horse, cancelbot
or any other destructive or contaminating program;
f. User undertakes to:
i. Maintain accurate and up-to-date records of the number and location of all copies of the Software;
ii. Supervise and control use of the Software in accordance with the terms of this License;
iii. Ensure that User’s employees or others who will use the Software are notified of this License and the terms hereof
prior to using the same;
iv. Reproduce and include the copyright notice of Marathon Records as it appears in or on the Software on all copies.
v. If User violates any of these terms, Marathon Records may terminate, in its sole discretion, this Agreement and
User license to use the Software.
g. The term "Software" in this License Agreement means the Eagle Eye™ computer program with which this License is included
and any Updates (defined below) or maintenance releases thereto, any later "switched on" functions ("Features") or
collections of Features ("Bundles") and any related materials and accompanying documents. The use by User of any services
or content accessible through the Software may be subject to User acceptance of separate agreements with Marathon Records, Inc.
or third parties. This License applies to the single-user and multi-user versions of the Software.
h. Single-User Version
i. If User have purchased or otherwise have legitimately acquired a single-user version of the Software, User are
granted a limited, non-exclusive, non-transferable license to use a single copy of the Software on a single computer
used by a single individual. User may make One (1) backup copy of the Software for User own, personal use. User may
not copy the printed materials accompanying the Software if any, or print multiple copies of any online user
documentation.
i. Multi-User Version
i. If User have purchased or otherwise legitimately acquired the multi-user version of the Software, User are granted
a limited, non-exclusive, non-transferable license to use the Software on the number of computers within the network
limited to the number of users specified. User may make additional copies (limited to the number of computers
specified) of the printed materials accompanying the Software if any, and/or print copies of any online user
documentation located in the Software.
2. TERMINATION
a. Marathon Records may terminate immediately and without notice this Agreement or suspend or terminate the Software license
if User fails to comply with any term or condition. No refund will be given and any outstanding payments will be immediately
due. Termination of this Agreement shall not affect Marathon Records’ rights to any payments due to it. Upon such termination
or discontinuance for any reason, User must immediately destroy all complete and partial copies of the Software, including
all backup copies. Any termination of this Agreement shall not affect Marathon Records’ rights to any payments due to it.
Marathon Records may terminate a free account at any time.
3. PAYMENT
a. For Software licensed on a payment or subscription basis, the following terms apply, unless Marathon Records notifies
User otherwise in writing.
b. Payments will be billed to User in U.S. dollars, and User account will be debited when User subscribe and provide User
payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software.
c. User must pay via one of the following:
i. A valid credit card acceptable to Marathon Records;
ii. A valid debit card acceptable to Marathon Records;
iii. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due; or
iv. By another payment option Marathon Records provides to User in writing.
v. If User payment and registration information is not accurate, current and complete, and User does not notify
Marathon Records promptly when such information changes, Marathon Records may immediately suspend or terminate User
account, terminate User license and refuse any further use of the Software.
vi. Marathon Records will automatically renew User monthly, quarterly, or annual subscription at the then-current rates,
as required for User to maintain access to the Software, unless User license to the Software is cancelled or
terminated under this Agreement.
4. UPDATES AND CHANGES TO LICENSE AGREEMENT
a. From time to time, Marathon Records may, but shall not be obliged to, develop and produce maintenance releases or
subsequent and improved versions of the Software (hereinafter "Updates"). Marathon Records may make such maintenance
releases and Updates available on such terms as to payment or otherwise in its absolute discretion.
b. Marathon Records may deem it appropriate to update this License by giving notice via email or on its website. User’s
continued use of the Software or User’s purchase, downloading, installation or use of any Updates or maintenance releases
or new "switched on" functions following such notice shall constitute User’s acceptance of such changes.
5. TRIAL VERSIONS AND BETA FEATURES
a. If User registered for a trial use of the Software (hereinafter "Trial Period"), User must decide to purchase a Software
license within the Trial Period in order to retain any Content as defined in Paragraph ___ that User has entered into the
Software, created within the Software data file, posted or uploaded during the Trial Period. If User does not purchase a
Software license by the end of the Trial Period, User Content will no longer be available to User. To be very clear, after
using the Software during the trial period, if User decides not to purchase the license to the full version of the Software,
User will not be able to access or retrieve any of the data User added or created with the software during the Trial Period.
6. USER PRIVACY AND PERSONAL INFORMATION
a. User agrees to be bound by the applicable Marathon Records Privacy Statement, available for review on the Marathon Records’
website, subject to change in accordance with its terms.
b. User further agrees that:
i. Marathon Records can maintain User data according to the Marathon Records’ Privacy Statement, as part of the Software.
ii. User gives Marathon Records permission to combine information User enters or uploads in a way that does not identify
User personally with that of other Software users. Marathon Records may utilize such information to improve services,
design promotions, update Software, and other Software improvements.
7. CONTENT
a. USER IS RESPONSIBLE FOR USER CONTENT. User is legally responsible for all information, data, text, software, music, sound,
photographs, graphics, video, messages or other materials (hereinafter "Content") uploaded, posted or stored through User’s
use of the Software.
b. User grants Marathon Records a worldwide, royalty-free, non-exclusive license to host and use any Content provided through
User’s use of the Software.
c. User agrees not to use the Software for any illegal purpose or in violation of any applicable local, state, federal or
international law. User is encouraged to archive User Content regularly and frequently. User is responsible for any Content
that may be lost or unrecoverable through User’s use of the Software. User agrees that User will not utilize the Software to
share, store, or in any way distribute financial data that is not in accordance with the law. If Marathon Records suspects
User of having information that involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or
any other activity proscribed by law, Marathon Records reserves the right, in its sole discretion, to terminate User’s account,
erase User’s financial data, and report User to law enforcement officials in the appropriate jurisdictions. Marathon Records
is not responsible for any Content or data User provides through User’s use of the Software.
d. User agrees not to use the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of
the following, including but not limited to:
i. Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing,
offensive, inappropriate or objectionable information or communications of any kind, including without limitation
conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any
local, state, federal or foreign law;
ii. Content or data that would impersonate someone else or falsely represent User identity or qualifications, or that
constitutes a breach of any individual’s privacy, including posting images about children or any third party without
their consent (or a parent's consent in the case of a minor);
iii. Advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial
communication or engage in spamming or flooding;
iv. Virus, trojan horse, worm or other disruptive or harmful software or data; and
v. Any information, software or Content that does not belong to User without permission from the copyright owner or
intellectual property rights owner as such information, software or Content may be protected by copyright or other
proprietary right or consists of a derivative work.
e. User agrees that Marathon Records may utilize User feedback, suggestions, or ideas in any way, including in future modifications
of the Software, other products or services, advertising or marketing materials. User grants Marathon Records a perpetual,
worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback User
provides to Marathon Records in any way. Marathon Records will not sell, publish or share User feedback in a way that could
identify User without User’s explicit permission.
8. ADDITIONAL AGREED UPON TERMS
a. MARATHON RECORDS DOES NOT GIVE PROFESSIONAL ADVICE. Marathon Records is not in the business of providing legal, financial,
accounting, health care, real estate or other professional services or advice. Consult the services of a competent
professional when User requires such assistance.
b. Marathon Records may provide other services. Marathon Records may offer User other services, features, products, applications,
online communities, or promotions (hereinafter "Marathon Records Services"). Additional terms and conditions and separate
fees may apply should User decide to use any of these Marathon Records Services. We may use this data to improve services,
enhance future services, identify potentially relevant offers, and produce anonymous research data. User grants Marathon
Records permission to combine the data User has entered or uploaded with that of others in a way that does not identify User
or any individual personally. User also grants Marathon Records permission to share or publish summary results relating to
such research data and to distribute or license such data to third parties.
c. Marathon Records may tell User about third party products or services. Subject to the Marathon Records Privacy Statement,
Marathon Records may offer products and services on behalf of third parties who are not affiliated with Marathon Records
("Third Party Products") or the Software may contain links to third party websites ("Third Party Sites"). User agrees that
Marathon Records can use User contact information, including name and address, for the purpose of offering these products to
User in accordance with User stated Marathon Records contact preferences. If User decide to use any Third Party Products or
access any Third Party Sites, User are responsible for reviewing the third party’s separate product terms, website terms and
privacy policies. User agrees that the third parties, and not Marathon Records, are responsible for their product’s performance
and the content on their websites. Marathon Records is not affiliated with these Third Party Products or Third Party Sites
and has no liability for them.
d. Communications choices. Marathon Records may be required by law to send User communications about the Software or Third
Party Products. User agrees that Marathon Records may send these communications to User via email or by posting them on
one of Marathon Records’ sponsored websites. Marathon Records may also send business communications, such as confirmations
or notices, which will be delivered to User via email or posted on Marathon Records’ websites. Users are required to
receive these communications. User can choose not to receive some types of communications, such as marketing messages.
e. User passwords and accept updates. User is responsible for securely managing User password(s) for access to the Software.
If User becomes aware of any unauthorized access to User’s Software account, theft or loss of User password, User agrees
to contact Marathon Records as soon as possible. The Software may periodically be updated with tools, utilities,
improvements, third party applications, or general updates to improve and enhance the features and performance of the Software.
9. DISCLAIMER OF WARRANTIES
a. USER’S USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT USER’S OWN RISK. EXCEPT AS DESCRIBED
IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARATHON RECORDS,
ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED
TO AS, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A
PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. MARATHON RECORDS AND ITS
AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT
OR DESTRUCTION. FURTHER, MARATHON RECORDS DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA
TRANSMITTED THROUGH THE SOFTWARE. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO USER, ANY IMPLIED WARRANTIES
ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
b. MARATHON RECORDS AND ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT USER’S USE OF THE SOFTWARE
WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS. THIS DISCLAIMER APPLIES TO, BUT IS NOT
LIMITED TO, THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT OF 1996 ("HIPAA"), THE GRAMM-LEACH-BLILEY ACT OF 1999,
THE SARBANES-OXLEY ACT OF 2002, OR OTHER FEDERAL OR STATE STATUTES OR REGULATIONS. USER IS SOLELY RESPONSIBLE FOR ENSURING
THAT USER’S USE OF THE SOFTWARE IS IN ACCORDANCE WITH APPLICABLE LAW.
c. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MARATHON
RECORDS, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT
USER PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MARATHON RECORDS
AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING:
i. INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES;
ii. DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY,
LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR
HARDWARE THAT DOES NOT MEET MARATHON RECORDS’ SYSTEMS REQUIREMENTS.
iii. THE ABOVE LIMITATIONS APPLY EVEN IF MARATHON RECORDS AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
iv. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MARATHON RECORDS, ITS AFFILIATES AND USER EXCLUSIVE REMEDY WITH
RESPECT TO THE SOFTWARE AND ITS USE.
10. INDEMNIFICATION
a. User agrees to indemnify and hold Marathon Records and its Affiliates and Suppliers harmless from any and all claims,
liability and expenses, including reasonable attorneys' fees and costs, arising out of User’s use of the Software or breach
of this Agreement (collectively referred to as "Claims"). Marathon Records reserves the right, in its sole discretion and
at its own expense, to assume the exclusive defense and control of any Claims. User agrees to reasonably cooperate as
requested by Marathon Records in the defense of any Claims.
11. CHANGES TO THIS AGREEMENT OR THE SOFTWARE
a. Marathon Records may change this Agreement from time to time, and the changes will be effective when posted on our website
for the Software or when we notify User by other means. Please review the Agreement periodically on the website for changes.
Marathon Records has the right to change any of the terms of this Agreement upon reasonable notice to User. Marathon Records
may also change or discontinue the Software, in whole or in part, including but not limited to, any feature or aspect of
the Software, Internet based services, pricing, technical support options, and other product-related policies. User’s
continued use of the Software after Marathon Records posts or otherwise notifies User of any changes, indicates User’s
agreement to the changes.
12. EXPORT RESTRICTIONS
a. User acknowledges that this website, the Software, and the underlying software may include U.S. technical data subject to
restrictions under export control laws and regulations administered by the United States government. User agrees that User
will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in
violation of these laws and regulations, directly or indirectly.
13. GOVERNING LAW/DISPUTES
a. New York state law governs this Agreement without regard to its conflicts of laws provisions.
b. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE MARATHON RECORDS’ SOFTWARE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING
ARBITRATION, RATHER THAN IN COURT, except that User may assert claims in small claims court if User claims qualify.
The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall apply
New York law to all other matters. Notwithstanding anything to the contrary, any party to the arbitration may at any time
seek injunctions or other forms of equitable relief from any court of competent jurisdiction. THE PARTIES AGREE THAT ANY
AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED
CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, USER AGREES THAT USER AND
MARATHON RECORDS ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, USER AGREES
TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. USER AGREES THAT USER HAS EXPRESSLY
AND KNOWINGLY WAIVED THESE RIGHTS.
c. This Section shall survive expiration, termination or recession of this Agreement.
14. LANGUAGE
a. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and
any non-English version, the English version of this Agreement shall govern. The parties hereby confirm that they have
requested that this Agreement and all related documents be drafted in English.
15. GENERAL
a. This Agreement is the entire agreement between User and Marathon Records and replaces all prior understandings,
communications and agreements, oral or written, regarding its subject matter. This Agreement may be modified only by
a written amendment signed by the parties. If any court of law, having the jurisdiction, rules that any part of this
Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms
will be valid and enforceable. User cannot assign or transfer ownership of this Agreement. However, Marathon Records may
assign or transfer it without User consent to:
i. an Affiliate;
ii. another company through a sale of assets by Marathon Records; or
iii. a successor by merger.
b. Any assignment in violation of this Section shall be void.