This End User License Agreement ("Agreement") is a binding agreement between you and Sling Media L.L.C. ("Sling Media"). This Agreement governs your use of the SlingStudio Capture Application, (including all related documentation, the "Application"). The Application is licensed, not sold, to you.
BY INSTALLING THE APPLICATION, YOU (i) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (ii) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (iii) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IN ADDITION, YOU HEREBY ACKNOWLEDGE YOUR UNDERSTANDING OF, AND CONFIRM YOUR AGREEMENT TO, BINDING ARBITRATION AND WAIVING YOUR RIGHT TO A TRIAL BY JURY. YOU ALSO UNDERSTAND, AND HEREBY CONFIRM, THAT YOUR RIGHT TO PARTICIPATE IN ANY CLASS ACTION IN CONNECTION WITH ANY DISPUTE WILL BE DETERMINED IN ACCORDANCE WITH THE BINDING ARBITRATION PROVISIONS SET FORTH IN SECTION 16. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL THE APPLICATION, AND DELETE IT FROM YOUR DEVICE.
2. License Restrictions. Licensee shall not: (i) copy the Application, except as expressly permitted by this Agreement; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application; (iii) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any features or functionality of the Application, to any third party for any reason, including by making the Application available on an open network where it is capable of being controlled by more than one device at any time; (vi) exploit the Application in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity; (vii) probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures; (viii) use the Application in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party; (ix) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application; (x) use the Application for any purposes prohibited by applicable local, state, national, or international laws, rules, and/or applicable regulations, including without limitation the development, design, manufacture, or production of nuclear missiles, or chemical or biological weapons; or (xi) use the Application in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments.
3. Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application or related Content and Services under this Agreement; nor any other rights thereto other than to use the Application in accordance with the license granted herein, and subject to all terms, conditions, and restrictions under this Agreement. Sling Media and its licensors and service providers reserve, and shall retain, their entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement. You acknowledge and agree that any feedback, comments, or suggestions that you may provide to Sling Media regarding the Application is entirely voluntary, and Sling Media will be free to use such information without any obligation whatsoever to you.
6. Geographic Restrictions. The Application, including Content and Services, is provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or some of the Application, or Content and Services, including without limitation Third Party Materials (as defined in Section 8), outside of the United States, and that access thereto may not be legal by certain persons or in certain countries. We make no claims that any Content and Services is, or will be, appropriate outside of the United States. If you attempt to access the Application, or Content and Services, from outside the United States, you agree to comply with all applicable laws.
7. Updates. Sling Media may from time to time, in its sole discretion, develop and provide Application updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify, or delete in their entirety, certain features and functionality without prior notice to you. You agree that Sling Media has no obligation to provide any Updates, or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either: (i) the Application will automatically download and install all available Updates; or (ii) you may receive notice of, or be prompted to, download and install available Updates. You shall promptly download and install all Updates, and acknowledge and agree that the Application or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Application and are subject to all terms and conditions of this Agreement.
8. Third Party Materials. The Application may display, include, enable access to, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that by using the Application, which may include Third Party Materials, you may encounter content that you may find offensive, indecent, harmful, inaccurate, inappropriate, deceptive, or otherwise objectionable, which content may or may not be identified as containing explicit content. You further acknowledge and agree that the results of any search or entering of a particular URL may automatically and/or unintentionally generate links or references to objectionable material. You acknowledge and agree that Sling Media is not responsible for Third Party Materials, including without limitation their accuracy, truthfulness, reliability, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. You agree that Sling Media is not responsible for examining or evaluating any Third Party Materials. Sling Media does not warrant or endorse, does not assume, and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links to such materials are provided solely as a convenience to you, and you access and use them entirely at your own risk, and subject to such third parties' terms and conditions.
9. Open Source Programs. The Application may include components that are licensed under different terms than this Agreement, including the GNU General Public License or Lesser GNU General Public License (collectively, "Open Source Programs"). These Open Source Programs are licensed pursuant to end user license agreements that permit the end user to copy, modify, and redistribute the software, in both source code and binary code forms. These end user license agreements for such Open Source Programs can be viewed at: [MySlingStudio.com/legal]. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any applicable Open Source Program end user license agreement. To the extent any license to any Open Source Programs provide end users the rights to copy, modify, distribute or otherwise use any Open Source Programs that are inconsistent with the limited rights granted to you in this Agreement, then such rights in the applicable Open Source Program license shall take precedence over the rights and restrictions granted in this Agreement, but solely with respect to such Open Source Program. You acknowledge that you will fully comply with the terms of all applicable Open Source Program licenses, if any. You shall not use any Open Source Program in such a way that would cause the non-Open Source Program portions of the Application to be subject to any Open Source Program licensing terms and obligations.
10. Term and Termination. The term of Agreement begins when you install the Application, and continues in effect until terminated by you or Sling Media as set forth in this Section 10. You may terminate this Agreement by deleting the Application and all copies thereof from your Device. Sling Media may terminate this Agreement at any time without notice if it ceases to support the Application, which Sling Media may do in its sole discretion, or if Sling Media believes that your use of the Application could create a risk of harm, loss, or liability, legal or otherwise, to Sling Media or its officers, directors, employees, agents, shareholders, licensors, affiliates, or its and their respective successors, assigns, heirs, and legal representatives. This Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination: (i) all rights granted to you under this Agreement will also terminate; and (ii) you must stop all use of the Application and delete all copies of the Application, whether full or partial, from your Device and any applicable user account. Termination will not limit any of Sling Media's rights or remedies at law or in equity.
11. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE APPLICATION IS AT YOUR SOLE RISK. THE APPLICATION IS PROVIDED TO YOU "AS IS", WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, SLING MEDIA, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION OF THE FOREGOING, SLING MEDIA PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF, OR LIMITATIONS ON, IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER. THEREFORE, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SLING MEDIA, ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES (INCLUDING CONTRACTORS), AGENTS, OFFICERS, DIRECTORS, OR SHAREHOLDERS AND ITS AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, HEIRS, OR LEGAL REPRESENTATIVES HAVE ANY LIABILITY FOR DAMAGES UNDER ANY LEGAL THEORY ARISING FROM OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE APPLICATION OR THE CONTENT AND SERVICES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION, WITH THE SOLE EXCEPTION OF ANY ARBITRATION EXPENSES THAT WE ARE REQUIRED TO PAY UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SLING MEDIA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY. THEREFORE, SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
13. Indemnification. You agree to indemnify, defend, and hold harmless Sling Media and its officers, directors, employees (including contractors), agents, shareholders, licensors, affiliates, service providers, suppliers, and its and their respective successors, assigns, heirs, and legal representatives from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind (including without limitation interest, penalties, reasonable attorneys' fees, and all monies paid in the investigation, defense, or settlement of any or all of the foregoing) arising from, or relating to, your use or misuse of the Application or your breach of this Agreement. If indemnification pursuant to this section occurs, then Sling Media, at its sole option, may select and retain legal counsel, and if Sling Media makes such election, you shall pay all associated costs. Furthermore, you agree that Sling Media assumes no responsibility for the content you submit or make available through this Application.
14. Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, release, or otherwise make available the Application outside of the US, or to any jurisdiction to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available in any jurisdiction in which export, re-export, or release is prohibited by law, rule, or regulation.
15. US Government Rights. The Application is commercial computer software and commercial computer software documentation, as such terms are defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (i) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (ii) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
16. Binding Arbitration. You and Sling Media hereby agree to submit any claim, dispute, action, cause of action, issue, or request for relief to binding arbitration rather than by filing any lawsuit in any other forum. Arbitration means that any dispute will be decided by an independent arbitrator, and will not be decided in court by a judge or jury. The applicable procedures may be different from procedures followed by a court. In arbitration, there is no right to a jury trial, discovery may be limited, and the grounds for seeking appeal or judicial review of the arbitrator’s award are limited. All arbitration proceedings are final and binding. An arbitrator must honor the terms and conditions of this Agreement to the same extent that any court would. This arbitration clause will survive termination of this Agreement. This section is intended to be interpreted broadly to encompass all disputes or claims arising out of or relating to your use of the Application. Any dispute or claim made by you against us or by us against you arising out of or relating to this Agreement or your use of the Application (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory) will be resolved by binding arbitration. If our claim or dispute is related to your use of the Application against this Agreement, then we may seek injunctive relief to prevent such use before entering arbitration.
To use the arbitration process, you must first present any claim or dispute to us by contacting us at (877) 940-2365 to allow us an opportunity to resolve the dispute. We must first present any claim or dispute to you by contacting you at your email address that we have in our records. If either your or our claim or dispute cannot be resolved within 60 days, then, you may request arbitration for such claim or dispute by sending written notice to Sling Media L.L.C. 100 Inverness Terrace East, Englewood, Colorado 80112, Attention: Office of the General Counsel. We will request arbitration by emailing you at your email address that we have in our records. The arbitration of any dispute or claim will be conducted in accordance with the then-current and applicable rules of the American Arbitration Association as modified by this Agreement. This Agreement evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law. Arbitration will take place in either the county in which you are a registered resident or, at your request, in Denver, Colorado, and will be conducted in the English language. An arbitrator may not award relief in excess of or contrary to what this Agreement provides, order consolidation, or award punitive damages or any other damages aside from the prevailing party’s actual damages, except that the arbitrator may award on an individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. However, if the arbitrator enters an award in your favor, you shall be entitled to an award of any reasonable attorney’s fees or other reasonable costs and expenses you incur in the arbitration; provided that, if the settlement or award in your favor is equal to or less than the amount of a written settlement offer made by us prior to selection of the arbitrator(s), you shall only be entitled to an award of reasonable attorney’s fees or other reasonable costs and expenses you incurred up to the date of that written settlement offer. The foregoing right to an award of fees, costs, and expenses is in addition to, and does not limit, any such right you may have under the applicable law governing your claim. In any arbitration applying those rules applicable to large/complex cases, the arbitrators must also apply the Federal Rules of Evidence, and the losing party may have the award reviewed in accordance with the review procedures set forth in the selected arbitrator’s rules. Any arbitration will be confidential, and neither you nor we may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement or appeal of the arbitration award. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this arbitration clause is determined by a court to be inapplicable or invalid, then all remaining portions of this arbitration clause shall still be given full force and effect.
Payment of a filing fee is required to commence an arbitration. If you commence an arbitration against us pursuant to this Binding Arbitration clause, and the claim seeks $10,000 or less, we will, at your written request, pay the filing fee directly to the American Arbitration Association (the “AAA”) or, if you have already paid it, promptly reimburse you for the amount of the filing fee. In addition, for any arbitration initiated in accordance with this Binding Arbitration provision which does not exceed $10,000, we will also pay all other arbitration fees and expenses imposed by the AAA, including administration and arbitrator fees. However, if the arbitrator finds your claim is frivolous or brought for an improper purpose, then we may seek reimbursement of any AAA fees and expenses we have paid on your behalf. For any arbitration involving claim(s) for more than $10,000, payment of fees and costs shall be governed by the applicable AAA rules.
17. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
18. Class Action Waiver. TO THE EXTENT ENFORCEABLE UNDER APPLICABLE LAW, NEITHER YOU, US, NOR ANY ARBITRATOR MAY IN ANY WAY JOIN OR CONSOLIDATE ANY CLAIM, DISPUTE, ACTION, CAUSE OF ACTION, ISSUE, OR REQUEST FOR RELIEF THAT YOU OR WE MAKE UNDER SECTION 16 (ABOVE) OR THAT RELATES TO THIS AGREEMENT WITH ANY CLAIM, DISPUTE, ACTION, CAUSE OF ACTION, ISSUE, OR REQUEST FOR RELIEF MADE BY ANY OTHER PERSON OR ENTITY.
20. Waiver; Severability. Our failure to exercise, or delay in exercising, any right, remedy, or any power hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude our further exercise of that or any other right hereunder. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
Sling Media Copyright Notice. © 2017 Sling Media L.L.C. All content herein is protected by copyright and other applicable intellectual property laws in the U.S. and other territories and may not be modified, copied or used in any manner without the prior express written permission of Sling Media L.L.C., which hereby reserves all rights in and to such property. Use and reuse of any of this content for any purpose without our express written permission is strictly prohibited.
This Agreement was last updated: March 9, 2017