Things You Should Know > License Agreement

IMPORTANT: READ THESE TERMS CAREFULLY BEFORE INSTALLING OR USING THIS PROGRAM. BY INSTALLING THIS PROGRAM, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT INSTALL THE PROGRAM OR IF ALREADY INSTALLED IMMEDIATELY UNINSTALL IT.

This End-User License Agreement (the “Agreement) is a legal contract between you, as either an individual or as a business entity, and On Top Systems, LLC, (“Supplier”).

1. Grant of License for Licensed Users

Supplier grants you a non-exclusive, non-transferable license to download and use SCOOTER Pro™, including any documentation files or website information accompanying it (collectively, the "Program"), on a single personal computer and to make one backup copy of the Program, provided that: (i) the Program is installed on only one personal computer; (ii) the Program is NOT modified in any manner; (iii) all copyright and proprietary notices or labels are maintained on the Program in their original format; and (iv) you agree to be bound by the terms of this License Agreement. For purposes of this Agreement, the “Program” includes any updates, enhancements, modifications, revisions, or additions to the Program made by Supplier, or a properly licensed affiliate, and made available to you through Supplier’s, or a properly licensed affiliate’s, web site. Notwithstanding the foregoing, Supplier shall be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the software. You may not use, copy, modify, sell, or transfer any part of the Program except as provided in this Agreement. Any rights in the Program not expressly granted in this Agreement are reserved by Supplier.

1a. Grant of License for Non-Licensed Users

Supplier grants you rights equivalent to those outlined in Section 1, with the following modifications: You accept that some features of the Program are initially available for a limited period of time. Upon expiration of this limited period those features designated as part of SCOOTER Pro™ will no longer be available unless you purchase a license key from Supplier. You agree and accept that some schedule data created as part of the Program may be modified by the Program upon expiration of the limited period resulting in the loss of some or all of the data. You further agree to hold Supplier and its agents harmless for such loss, if any, as the result of the reduction of features due to the expiration of the initial trial period.

2. Ownership

Supplier expressly reserves and maintains at all times all ownership rights in and to the Program, including any intellectual property rights therein. This License shall not be construed to grant any ownership rights in the Program to you, but shall only give you a limited license to use the Program until this Agreement is terminated, as set forth in Section 8. You acknowledge that the Program, including all intellectual property rights under copyright, trade secret, patent, or trademark laws, is owned by Supplier or its licensors. Supplier may pursue all legal remedies if you use the Software in violation of this Agreement.

You acknowledge that if you use the Program in violation of this Agreement (including, without limitation, by copying, distributing or making derivatives of the Program), you may be subject to CRIMINAL AND/OR CIVIL FINES AND PENALTIES under all applicable laws. Supplier has the right to gather information regarding the use of the Program, including, but not limited to, IP Address, MAC Address, and admin email address to guarantee the proper use of the Program as granted by this Agreement.

3. Copyright

The Program contains material that is protected by United States and foreign intellectual property laws, including copyright, trade secret and patent law, as well as by international laws and treaty provisions. All rights not granted to you herein are expressly reserved by Supplier. You may not remove any copyright or other proprietary notice of Supplier from any copy of the Program.

4. Restrictions

You may not publish, display, disclose, rent, lease, sell, resell, modify, loan, distribute, or create derivative works based on the Program or any part thereof. You may not reverse engineer, decompile, translate, adapt, or disassemble the Program, nor shall you attempt to create the source code from the object code for the Program. You may not transmit the Program over any network or between any devices.

As a condition of your use of the Program, you warrant that you will not use the Program for any purpose that is unlawful or is prohibited by these terms, conditions, and notices. You agree to comply with all local rules applicable to you in your use of the Program. You agree not to reproduce, resell or exploit for any commercial purposes, any portion of the Program. If you violate any of these terms, your permission to use the Program automatically terminates.

The Program is provided solely for lawful purposes and use. You shall be solely responsible for, and agree to comply with, all laws, statutes, ordinances, regulations, rules and other government authority ('Laws') applicable to the use of the Program. Without limiting the foregoing, you agree to comply with all U.S. export Laws and applicable export Laws of your locality (if you are not in the United States), and you further agree not to export the Program without first obtaining all required authorizations or licenses. The Program is provided subject to this standard commercial agreement and qualifies as commercial computer software within the meaning of the applicable government acquisition Laws. The terms and conditions of this Agreement shall apply to your use and disclosure of the Program, and shall supersede any conflicting contractual terms and conditions. If this Agreement fails to meet your minimum needs or is inconsistent in any respect with government procurement Laws, you agree not to use the Program.

5. Disclaimer of Warranties

THE PROGRAM IS PROVIDED TO YOU “AS IS” BY SUPPLIER, AND ANY USE BY YOU OF THE PROGRAM IS AT YOUR OWN RISK. YOU ACKNOWLEDGE THAT THE PROGRAM MAY CONTAIN BUGS, ERRORS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM OR OTHER FAILURES AND DATA LOSS. SUPPLIER DOES NOT WARRANT THAT THE PROGRAM WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE DOCUMENTATION ACCOMPANYING THE PROGRAM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPPLIER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, IN EQUITY OR AT LAW, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUPPLIER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE PROGRAM WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION, OR THAT ANY DEFECTS OR ERRORS IN THE PROGRAM WILL BE CORRECTED, OR THAT THE PROGRAM IS COMPATIBLE WITH ANY PARTICULAR PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. SUPPLIER MAKES NO WARRANTY THAT SUPPLIER WILL PROVIDE YOU WITH THE MOST RECENTLY DEVELOPED OR DISTRIBUTED VERSION OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PROGRAM.

6. Limitation of Liability

You recognize that although the Program is to be used to create broadcast schedule proposals, ONLY YOU ARE ULTIMATELY RESPONSIBLE FOR ANY LOSSES OR DAMAGES INCURRED BY YOU AS A RESULT OF USING OR INSTALLING THE PROGRAM. In no event will Supplier be liable to you or any third party for any incidental or consequential damages (including, without limitation, indirect, special, punitive, or exemplary damages for loss of business, loss of profits, business interruption, or loss of business information or data) arising out of the use of or inability to use the Program, or for any claim by any other party, even if Supplier has been advised of the possibility of such damages. Supplier's aggregate liability with respect to its obligations under this agreement or otherwise with respect to the Program shall not exceed the amount of the license fee paid by you for the Program. Because some states/countries do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you.

7. Export Restrictions

THIS LICENSE AGREEMENT IS EXPRESSLY MADE SUBJECT TO ANY LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS ON THE EXPORT FROM THE UNITED STATES OF AMERICA OF THE PROGRAM OR INFORMATION ABOUT SUCH PROGRAM WHICH MAY BE IMPOSED FROM TIME TO TIME BY THE GOVERNMENT OF THE UNITED STATES OF AMERICA. YOU SHALL NOT EXPORT THE PROGRAM OR INFORMATION ABOUT THE PROGRAM WITHOUT CONSENT OF SUPPLIER AND COMPLIANCE WITH SUCH LAWS, REGULATIONS, ORDERS, OR OTHER RESTRICTIONS. UNDER NO CIRCUMSTANCES MAY YOU DOWNLOAD THE PROGRAM IF YOU ARE WITHIN OR A CITIZEN OF IRAN, SYRIA, SUDAN, LIBYA, CUBA, RWANDA OR NORTH KOREA.

8. Termination

This License Agreement is effective until it is terminated by you or by Supplier. You may terminate this License Agreement at any time by destroying, deleting, erasing or returning to Supplier all copies of the Program in your possession or under your control. Supplier may terminate this License Agreement for any reason, including, but not limited to, if Supplier finds that you have violated any of the terms of this License Agreement. Upon notification to you of termination by Supplier, you agree to destroy, delete, erase or return to Supplier all copies of the Program and to certify in writing or by email that all known copies, including backup copies, have been destroyed. All provisions relating to confidentiality, proprietary rights, and non-disclosure shall survive the termination of this License Agreement.

9. Indemnity

You agree to release, indemnify, defend and hold harmless Supplier and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) this Agreement, or your breach of the terms of this Agreement, (b) your use of the Program, or (c) any intellectual property or other proprietary right of any person or entity. When Supplier is threatened with enforcement proceedings or suits, or is sued by a third party, Supplier may seek written assurances from you concerning your promise to indemnify Supplier, and your failure to provide those assurances may be considered by Supplier to be a material breach of this Agreement. Supplier shall have the right to participate in any defense by you of a third-party claim related to your use of the Program, with counsel of our choice at your own expense. You shall have sole responsibility to defend Supplier against any claim, but you must receive Supplier’s prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.

10. Privacy

Supplier has built its electronic services and products with your privacy and security in mind. To ensure your privacy, Supplier periodically publishes a Privacy Statement that is incorporated by reference into this Agreement. You can view the Privacy Statement at https://www.radio3k.com/privacy-policy.html. Please check this page periodically for changes in our privacy policy. By agreeing to the terms of this Agreement you acknowledge that you have read, understand and agree to the provisions of the Privacy Statement.

11. Governing Law

This License Agreement is governed by and construed in accordance with the laws of the State of Florida, U.S.A. The federal and state courts located in Osceola County, Florida, have exclusive jurisdiction over any disputes arising from or relating to this agreement, and each party consents to such jurisdiction and venue. If you have any questions concerning this Agreement, please contact Supplier at the e-mail address below.

12. Severability

If any part of this License Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this License Agreement shall be interpreted so as to reasonably effect the intention of the parties.

13. Force Majeure

You agree not to hold Supplier responsible for any cessation, interruption or delay in the operation of the Program or performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God or the public enemy, war, armed conflict, terrorist action, strike, lockout, boycott, riot, release of hazardous or toxic substances, explosion, accident, or any other causes whether or not of the same class or kind as those specifically above named, which are not within the reasonable control of a party.

14. Entire Agreement

This License Agreement shall constitute the entire Agreement between the parties hereto. Any waiver of this License Agreement shall only be effective if it is in writing and signed by both parties hereto. You acknowledge and agree that Supplier, at its sole discretion, may change, modify, amend, suspend or discontinue any aspect of the Program, including its pricing or its website, at any time without notice and without liability to you or to any third party. Supplier reserves the right to impose limits on certain features of the Program at any time, without notice and without liability to you or to any third party. Further, you acknowledge and agree that Supplier may amend this Agreement (including any fees and rules) applicable to the Program at any time, at Supplier's sole discretion. Any amendment of this Agreement will be reflected on Supplier’s website and is applicable to you and all current users at the time it is posted, who agree to be bound thereby. You are expected to review the Agreement posted on the website periodically to obtain notice of any changes. Continued use of the Program constitutes acceptance of Supplier’s then-current Agreement. Section headings are for convenience only and shall not be considered in the interpretation of this Agreement.

15. Notices

All notices, demands or requests to Supplier with respect to this Agreement shall be made in writing to: On Top Systems, LLC via email: sysmail@ontopsystems.com.

16. Survival

This Agreement shall be applicable for as long as you have the Program downloaded or installed and you have not breached any provision of this Agreement, except that the limitations under Section 2, 5, 6, and 7 shall survive this Agreement.