Last updated: June 4, 2013
This License For Customer Use of Mojo Creative & Technical Solutions LLC Software ("LICENSE") is the agreement which governs the use of the software of Mojo Creative & Technical Solutions LLC, a service of Mojo Creative & Technical Solutions LLC. ("Mojo Creative & Technical Solutions LLC") downloadable from Mojo Creative & Technical Solutions LLC or its authorized distributors, including software extensions ("SOFTWARE"). By downloading, installing, copying, or otherwise using the SOFTWARE, you (the "Customer") agree to be bound by the terms of this LICENSE. If you do not agree to the terms of this LICENSE, do not download or use the SOFTWARE. We may make changes to these Terms from time to time. When we do, we will revise the "last updated" date given above. It is your responsibility to review these Terms frequently and to remain informed of any changes to them. The then-current version of these Terms will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published to our Services will constitute your acceptance of such revised Terms.
The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. This LICENSE sets forth the terms and conditions of the SOFTWARE LICENSE only, and Customer has not purchased or acquired any rights other than those expressly stated in this LICENSE.
Customer. Customer means the entity or individual that downloads the SOFTWARE.
2. GRANT OF LICENSE
2.1. Rights and Limitations of Grant. Subject to Customer's payment of the applicable fees and Customer's compliance with all of the terms and conditions of this LICENSE, Mojo Creative & Technical Solutions LLC hereby grants Customer the following non-exclusive, non-transferable right to use the SOFTWARE solely in connection with Customer's business, with the following limitations:
2.1.1. No Reverse Engineering or Impermissible Use. Customer shall not be permitted to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the SOFTWARE. Customer may not rent, lease, sublease, license or sublicense the SOFTWARE. Customer shall ensure that no one other than Customer and its employees shall use or be permitted to use the SOFTWARE hereunder, and such permitted use shall only occur at Customer's facilities on Customer's computer equipment. Customer may not directly, or indirectly, copy or permit others to copy, duplicate, or furnish to others any version of the SOFTWARE. Customer may not transfer or assign this Agreement or all or any of the rights granted under this LICENSE at any time. Customer shall not remove any copyright, trademark or other notice, or change or modify the SOFTWARE in any manner. Furthermore, Customer shall notify Mojo Creative & Technical Solutions LLC promptly if Customer becomes aware of any unauthorized possession, use, copying, access or disclosure of the SOFTWARE.
2.1.2. Ownership of SOFTWARE. SOFTWARE is the proprietary property of Mojo Creative & Technical Solutions LLC. Title to the SOFTWARE and all related patent, copyright, trademark, trade secret, intellectual property and other ownership rights shall be and remain exclusively with Mojo Creative & Technical Solutions LLC. This LICENSE is not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights to the SOFTWARE are transferred to Customer by virtue of this LICENSE. All copies of the SOFTWARE in Customer's possession shall remain the exclusive property of Mojo Creative & Technical Solutions LLC and shall be deemed to be on loan to Customer during the term of this LICENSE. Customer shall have no right, title or interest in SOFTWARE except as expressly set forth in this LICENSE.
2.2. Upgrades. Mojo Creative & Technical Solutions LLC may, in Mojo Creative & Technical Solutions LLC's sole discretion, update, upgrade and/or issue new releases of the SOFTWARE in the future at any time. Customer may be granted, or may be required to purchase, a license to use such updates, upgrades and/or new releases, potentially at an additional charge, as determined by Mojo Creative & Technical Solutions LLC, as a condition to the continuation of this LICENSE. Unless otherwise specified, all such updates, upgrades and new releases shall be deemed part of the SOFTWARE and any licenses to use an update, upgrade or new release will continue to be governed by this LICENSE.
2.3. LICENSE modifications. Mojo Creative & Technical Solutions LLC reserves the right to modify the terms of this LICENSE at any time and at its sole discretion. After notice of any modifications to this LICENSE is provided by Mojo Creative & Technical Solutions LLC to Customer, any continued use of the SOFTWARE shall constitute acceptance of any and all modified terms of this LICENSE.
3.1. Termination without Cause. Mojo Creative & Technical Solutions LLC will have the right to terminate this LICENSE at any time upon written notice to Customer, with such termination to take effect not less than sixty (60) days from the date upon which such notice is received. Customer will have the right to terminate this LICENSE at anytime upon written notice to Mojo Creative & Technical Solutions LLC, with such termination to take effect at any time provided in such notice.
3.2. Termination for Cause. If Customer fails to comply with any of the terms and conditions hereof, Mojo Creative & Technical Solutions LLC may terminate this LICENSE effective immediately without any prior notice.
3.3. Defensive Suspension. If Customer commences or participates in any legal proceeding against Mojo Creative & Technical Solutions LLC, then Mojo Creative & Technical Solutions LLC may, in its sole discretion, terminate this LICENSE or suspend or terminate any other license grants and any other rights provided under this LICENSE or other licenses during the pendency of such legal proceedings.
3.4. Effect of Termination. Upon any event of termination, Customer must destroy all copies of the SOFTWARE and all of its component parts. The parties agree that the provisions of Sections 3.4, 4, 5, 6 and 7 of this LICENSE shall survive the termination of this LICENSE.
4. APPLICABLE LAW, JURISDICTION, AND SERVICE
4.1. Enforcement of these Terms will be governed by the laws of the State of Wyoming, excluding its conflict and choice of law principles. The exclusive jurisdiction and venue for any claims arising out of or related to these Terms or your use of the Services or Service Content will lie in the state and federal courts located in Laramie County, within the State of Wyoming, and you irrevocably agree to submit to the jurisdiction of such courts. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
4.2 Any controversy, claim or dispute arising out of or relating to this Agreement shall be settled in the following order of preference: (1) By good faith negotiation between representatives of the Parties who have authority to fully and finally resolve the dispute; (2) If necessary, by non-binding mediation at a location acceptable to both Parties in Laramie County, Wyoming, using a neutral mediator. In any mediation, the Parties shall equally share the cost of the mediator and otherwise bear their own respective costs; or (3) By binding arbitration in Laramie County, Wyoming. Such arbitration shall be conducted in accordance with the then prevailing commercial arbitration rules of the American Arbitration Association, with the following exceptions if in conflict: (a) one arbitrator shall be chosen by the American Arbitration Association; (b) each Party to the arbitration will pay its pro rata share of the expenses and fees of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (c) arbitration may proceed in the absence of any Party if written notice (pursuant to the Arbitrator's rules and regulations) of the proceeding has been given to such Party. The Parties agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall be final and conclusive and may be entered in any court having jurisdiction thereof as a basis of judgment and of the issuance of execution for its collection. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or equity, provided however, that nothing in this subsection shall be construed as precluding bringing an action for injunctive relief or other equitable relief. The Arbitrator shall not have the right to award punitive damages or speculative damages to either Party and shall not have the power to amend this Agreement. Each Party shall bear their own costs and attorney's fees arising out of any dispute. IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
5. DISCLAIMER OF WARRANTIES AND LIMITATION ON LIABILITY
5.1. No Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND MOJO CREATIVE & TECHNICAL SOLUTIONS LLC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION. The Customer is solely responsible for determining and verifying that the SOFTWARE is appropriate for the Customer's use.
5.2. No Liability for Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MOJO CREATIVE & TECHNICAL SOLUTIONS LLC BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF MOJO CREATIVE & TECHNICAL SOLUTIONS LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1. Indemnification. Customer shall indemnify, defend and hold harmless MOJO CREATIVE & TECHNICAL SOLUTIONS LLC of and from any and all claims, actions, liabilities, costs and expenses, including (without limitation) reasonable attorneys' fees, arising out of Customer's use of the SOFTWARE.
7.1. If any provision of this LICENSE is inconsistent with, or cannot be fully enforced under, the law, such provision will be construed as limited or modified to the least extent necessary to be consistent with and enforceable under the law. The headings of the sections hereof are for convenience only, are not a part of this LICENSE, and do not in any way limit or amplify the terms and provisions hereof. This LICENSE is the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. Customer agrees that it will not ship, transfer or export the SOFTWARE into any country, or use the SOFTWARE in any manner that is prohibited by any law, ordinance or regulation, including (without limitation) any rules or regulations of the United States Bureau of Industry and Security or any export laws, restrictions or regulations.
7.2. If Mojo Creative & Technical Solutions LLC engages in any proceedings, legal or otherwise, to enforce its rights under this LICENSE, Mojo Creative & Technical Solutions LLC shall be entitled to recover from Customer, in addition to any other sums due, its reasonable attorneys' fees, costs and disbursements involved in said proceedings.
7.3. Mojo Creative & Technical Solutions LLC shall not be responsible for failures or interruptions of communications facilities or equipment of third parties, accidental or unintended temporary interruptions of internet or network service, labor strikes or slowdowns, shortages of resources or materials, natural disasters, acts of war or terrorism, world events, delay or disruption of shipments or deliveries, trespass or interference of third parties, or similar events or circumstances outside its reasonable control. This LICENSE shall inure to the benefit of Mojo Creative & Technical Solutions LLC and be binding upon Customer and their respective successors and permitted assigns. This Agreement may not be assigned by Customer without the prior written consent of Mojo Creative & Technical Solutions LLC.