Toolbar: End-User License Agreement
THE ESPN.COM DOWNLOADABLE TOOLBAR, AS UPDATED FROM TIME TO TIME (THE "TOOLBAR") WORKS WITH YOUR BROWSER AND GIVES YOU EASY ACCESS
TO CONTENT AND OTHER FEATURES FROM ESPN.COM AND THIRD PARTIES. ALL REFERENCES IN THIS AGREEMENT TO "LICENSOR", "WE" OR "US" SHALL
REFER TO ESPN/STARWAVE PARTNERS d/b/a ESPN INTERNET VENTURES AND ITS SUCCESSORS AND ASSIGNS ("EIV"). EIV IS RESPONSIBLE FOR
YOUR DOWNLOAD, INSTALLATION AND USE OF THE TOOLBAR, IS GOVERNED BY THIS END-USER LICENSE AGREEMENT ("EULA").
PLEASE READ THIS EULA CAREFULLY AND MAKE SURE THAT YOU FULLY UNDERSTAND IT. YOU ARE PERMITTED TO DOWNLOAD, INSTALL AND USE THE TOOLBAR ONLY IF YOU AGREE TO COMPLY WITH THIS EULA. YOU WILL HAVE THE OPPORTUNITY TO CHOOSE TO ACCEPT OR REJECT THIS EULA.
YOU MAY NOT DOWNLOAD, INSTALL OR USE THE TOOLBAR UNLESS YOU CLICK ON THE "I ACCEPT" BOX.
THIRD PARTY APPLICATIONS
The Toolbar may be offered to you bundled with another third party software application (a "Third Party application"). If so, such Third Party Application is owned or licensed by a third party and this EULA does not apply to your use of such other third party application, regardless of whether the toolbar and the Third Party Application came bundled together.
You may uninstall the toolbar at any time by following the steps described in Windows Add/Remove programs dialog in the Control Panel. If the toolbar was installed in connection with a Third Party Application and you choose to uninstall the Toolbar, you may also uninstall the Third Party Application. Therefore, if you uninstall the Toolbar you may or may not be able to continue using the Third Party Application installed with the Toolbar. Once the Toolbar is uninstalled, your right to use a Third Party Application will depend solely upon the terms and conditions imposed upon you in connection with such Third Party Application.
YOU AGREE TO, AND YOUR DOWNLOAD, INSTALLATION AND USE OF THE TOOLBAR, IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:
1. Toolbar Services
The Toolbar enables you to enjoy content, functionality and services, as changed from time to time (collectively, the "Toolbar Services") brought to you by Licensor and third party suppliers who provide content and services in conjunction with or through the Toolbar (the "Third Party Toolbar Suppliers"). The Toolbar Services may be provided within the Toolbar, within your browser, or within separate browser windows displayed over or under your principal browser window or by other means. The Toolbar Services that are enabled through the Toolbar are subject to change from time to time, and by installing or using the Toolbar, you consent to our adding, changing or removing Toolbar Services ("Toolbar Services Changes") made available in conjunction with or through the Toolbar. The Toolbar Services may be made available to you on the basis of several factors including, without limitation, your Internet use, your computer use, the type of machine you use or its configuration, your operating system, or other factors. By downloading, installing or using the Toolbar, you agree to allow us to provide you Toolbar Services on the basis of such factors. The Toolbar works in conjunction with your browser and the Toolbar Services may modify or enhance the functionality of your browser or other software. By downloading, installing or using the Toolbar, you consent to such modifications and enhancements.
2. Authorized Users; Authorized Use
The Toolbar may only be downloaded, installed or used by (i) the owner of the computer on which the Toolbar is downloaded and installed (the "Authorized Computer"), and (ii) any persons authorized by the owner of the Authorized Computer to use the Authorized Computer and to download and install the Toolbar in accordance with this EULA, provided that the individuals referred to in (i) and (ii) above have read this EULA and agree to abide by it before any such download or installation and at all times while using the Toolbar and the Toolbar Services (collectively, the "Authorized Users," and each an "Authorized User"). Any references to the pronoun "you" or "your" anywhere in this EULA are intended to refer to any one Authorized User and to all Authorized Users of the Toolbar and the Toolbar Services. You are only authorized to use the Toolbar and the Toolbar services for your personal use (at work or at home) and not for any commercial purpose. You are strictly prohibited from using the Toolbar or the Toolbar Services in any manner that might interfere with the proper operation and function of our search services or other services (including without limitation the Toolbar Services) and you agree not to use the Toolbar or Toolbar Services in an automated manner through bots, metaspiders, crawlers or any other automated means.
3. Limited License To Use The Toolbar
We hereby agree to grant to you, a non-exclusive, limited license, to download, install and use the most recent version of the Toolbar subject to the provisions set forth in this EULA. We may, but need not, issue Toolbar Services Changes, patches and fixes (collectively, "Updates") to the Toolbar. If and when we issue Updates to the Toolbar to the general public or otherwise, we may, but are not required to, make such Updates available to you. The Toolbar shall include such Updates and the updated Toolbar shall be governed by the terms of this EULA. If you have the current version of the Toolbar installed on your Authorized Computer, and we decide to make Updates available to you, we may automatically download the Updates onto your Authorized Computer. By first downloading and installing the Toolbar onto your Authorized Computer, you agree that we may automatically provide such Updates to you at our discretion without any requirement for further approval or consent from you or notification to you. We may also determine from time to time, in our discretion, that in order to provide you with new Updates, you will need to review this EULA (as such may be amended by us in our discretion) again and accept them again, before you are permitted to download and install any such Updates. In some cases, if you decide not to click on the "I ACCEPT" button, you may still be able to use the Toolbar but you will not be able to use any of the features added to the Toolbar by the Updates. In most cases, if you decide not to click on the "I ACCEPT" button, we will ask you, and you agree to, uninstall the version of the Toolbar that is installed on your Authorized Computer at the time or we may disable the Toolbar if you do not click on the "I ACCEPT" button. If we have conditioned your continued use of the Toolbar upon your acceptance of any Updates that we provide, your license to use the installed version (or any other version of) the Toolbar terminates on the day you refuse to accept the Updates by refusing to click on the "I ACCEPT" button.
Your use of the Toolbar and the Toolbar Services is subject to the following additional restrictions: You are prohibited from (i) decompiling, reverse engineering, or disassembling the Toolbar or the Toolbar Services, or otherwise attempting to derive their source code; (ii) tampering or interfering with the functionality, delivery or operation of the Toolbar while using or installing it, (iii) selling, renting, transferring, reselling, or distributing the Toolbar to any third party; (iv) duplicating, reproducing, copying (except for reasonable backup purposes), modifying, or otherwise creating derivative works of the Toolbar or the Toolbar Services, or (v) exporting or re-exporting the Toolbar, directly or indirectly, into any country prohibited by law.
5. Ownership of Intellectual Property; Suggestions
You agree that nothing contained herein entitles you to own the Toolbar or any portion thereof and that the Toolbar is only being licensed to you and not sold to you. You hereby agree and acknowledge that as between you and us, we (or the Third Party Toolbar Suppliers or our other licensors) own all right, title and interest in and to the Toolbar, the Toolbar Services, and in and to any intellectual property (including without limitation, copyrights, patents, trademarks, and any other proprietary rights) included in or applicable to the Toolbar or the Toolbar Services. If you send us or otherwise share with us any ideas, comments, or suggestions regarding the Toolbar or the Toolbar Services, you acknowledge and agree that we may use such ideas, comments or suggestions in any manner, for any purpose, and without the need for any further compensation, notice, approval or consent. You also hereby agree to assign to us all right, title and interest in and to any such ideas, comments or suggestions.
6. Disclaimer of Warranties
WE DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE TOOLBAR, OR YOUR USE OF THE TOOLBAR SERVICES.
THE TOOLBAR AND THE TOOLBAR SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE FULLY DISCLAIM ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE TOOLBAR OR THE TOOLBAR SERVICES WILL BE OPERABLE, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THEY WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT, SOFTWARE OR HARDWARE, OR THAT THEY WILL NOT DAMAGE ANY OTHER PRODUCT, SOFTWARE OR HARDWARE (INCLUDING, WITHOUT LIMITATION, ANY AUTHORIZED COMPUTER) OR CAUSE ANY LOSS OR CORRUPTION OF DATA, OR THAT THEY WILL HAVE A MINIMUM SERVICE LIFE. THIS DISCLAIMER OF WARRANTIES MAY NOT BE ALLOWED IN CERTAIN JURISDICTIONS, SO THE PROVISIONS OF THIS SECTION 6 MAY NOT APPLY TO YOU.
7. Limitation of Liability
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR DOWNLOAD, INSTALLATION, USE OR MISUSE, UNINSTALLATION, OR RELIANCE UPON THE TOOLBAR OR THE TOOLBAR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, PERSONAL INJURY, TRESPASS TO CHATTELS OR OTHERWISE, AND WHETHER OR NOT THE PERSON CAUSING SUCH LOSS OR DAMAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS LIMIT THE AVAILABILITY OF SUCH LIMITATION OF LIABILITY, IN WHICH CASE THE PROVISIONS OF THIS SECTION 7 MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL OUR LIABILITY EXCEED $50.
8. Disclaimer Regarding Third Party Applications
BY DOWNLOADING, INSTALLING, USING OR UNINSTALLING THE TOOLBAR, OR USING THE TOOLBAR SERVICES, YOU HEREBY AGREE TO, AT YOUR OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, ITS BUSINESS PARTNERS, THE THIRD PARTY TOOLBAR SUPPLIERS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM AGAINST SUCH INDEMNIFIED PARTIES OR ANY ONE OF THEM, ARISING FROM OR RELATING TO (I) ANY BREACH BY YOU OF THIS EULA; OR (II) YOUR DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE TOOLBAR OR THE TOOLBAR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF PERSONAL INJURY (INCLUDING DEATH), INJURY TO REPUTATION, VIOLATION OF PRIVACY, OR DAMAGE TO TANGIBLE PROPERTY OR DATA (INCLUDING LOSS OF PROPERTY OR LOSS OF USE OF TANGIBLE PROPERTY OR DATA).
10. ESPN.com -- Licensor's Web Site and Other Services
In addition to the terms of this EULA, your use of the Toolbar and the Toolbar Services is also governed by the general terms and conditions of use applicable to the ESPN.com Web site located at www.espn.com (the "Terms of Service"). These General Terms of Service are expressly incorporated in this EULA as though set forth in full herein. You may review the Terms of Service by visiting http://disney.go.com/corporate/legal/terms.html. In case of any conflict or inconsistency between this EULA and the Terms of Service, the terms of this EULA shall apply.
11. Miscellaneous Terms and Conditions
(a) This EULA will be governed by and construed in accordance with the laws of the State of California and, to the extent applicable, United States federal laws, without reference to any conflict of laws principles. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
(b) The exclusive forum for any disputes arising out of or relating to this EULA shall be an appropriate federal or state court in Los Angeles County, California and you hereby expressly waive your right to a jury trial and all venue, jurisdiction and choice of law challenges or defenses.
(c) If for any reason a court of competent jurisdiction finds any provision or portion of this EULA to be invalid or unenforceable, the then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this EULA will continue in full force and effect.
(d) This EULA, together with any non-conflicting portions of the Terms of Service, collectively constitute the entire agreement between you and us with respect to your download, installation, use and uninstallation of the Toolbar and the Toolbar Services, and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
(e) Any changes that we make to this EULA will be posted at http://sports.espn.go.com/espn/news/story?id=1776028. Your use of the Toolbar and the Toolbar Services will always be governed by the EULA in effect at the time of use.
April 2004 ©2003 ESPN/STARWAVE PARTNERS d/b/a ESPN Internet Ventures.
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