b. FX reserves the right to update and change, from time to time, this License and all documents incorporated by reference herein. You can always find the most recent version of this License at http://www.fxnetworks.com/eula. FX may change this License by posting a new version without notice to you. Use of the Application after any change constitutes acceptance of such change.
2. Licensed Uses; Restrictions
a. The Application (including, without limitation, any software, documentation, and local files installed or utilized by the installer application) is owned by FX and, with respect to their applicable contributions to the Application, FX's licensors, including content and data providers (collectively, "FX Licensors"), and are licensed to you on a non-exclusive, non-sublicenseable basis, in the United States, on the service where the Application is made available to you (and in the absence of any express limitations, with the FX Services), on the terms and conditions set forth herein. This License defines legal use of the Application and all updates, revisions, substitutions and copies of the Application made by or for you. All rights not expressly granted to you herein are reserved by FX or applicable FX Licensors.
b. You may:
i. install and personally use the Application on a device that is supported by the Application and that is owned or controlled by you;
ii. only use the Application for your personal benefit, and not for any commercial purpose;
iii. use the Application until this License is terminated by you or FX; and
iv. terminate this License by discontinuing all use of the Application. This License terminates automatically if you violate any of its terms or conditions, if FX publicly posts a written notice of termination on the FX Services or on the service through which you downloaded the Application, or if FX sends a written notice of termination to you.
c. You may not, and you may not authorize others to:
i. decompile, copy, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) based on the Application, any updates or any portion thereof;
ii. distribute or make the Application available over a network where it could be used by multiple devices at the same time;
iii. incorporate the Application into any device manufactured by or for you;
iv. use the Application or FX Content or FX Services outside of the United States;
vi. use or export the Application in violation of applicable U.S. laws, rules or regulations; or
vii. sell, lease, loan, distribute, transfer, or sublicense the Application or access thereto or derive income from the use or provision of the Application, whether for direct commercial or monetary gain or otherwise, without FX's prior, express, written permission. Your rights under this License will terminate automatically without notice from FX if you fail to comply with any term(s) of this License.
a. The Application is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this License and in the TOU. FX and FX's Licensors own all rights, title, and interest in and to their applicable contributions to the Application. This License grants you no right, title, or interest in any intellectual property owned or licensed by FX, including, without limitation, the Application and FX trademarks, and creates no other relationship between you and FX or between you and FX's Licensors.
b. The Application and its components contain software licensed from FX Licensors ("Licensor Software") which enables the Application to perform certain functions. You agree that you will only use the Application, the Licensor Software and any data accessed through the Application for your own personal non-commercial use. You agree not to assign, copy, transfer, or transmit the Application, the Licensor Software or any data obtained through the Application to any third party. Your License to use the Application, the Licensor Software and any third-party data will terminate if you violate these restrictions. If your License terminates, you agree to cease any and all use of the Application, the Licensor Software and any third-party data. All rights in and to any third-party data, software, and servers are reserved and remain with the applicable third parties. You agree that such third parties may enforce their rights under this License against you directly in their own name.
4. Support; Updates; Changes
a. FX in its sole discretion may elect to provide you with customer support and/or software updates, upgrades, enhancements or modifications for the Application (collectively, "Support").
b. The terms of this License will govern any updates, upgrades, enhancements or modifications provided by FX that replace and/or supplement the original Application, unless accompanied by a separate license, in which case the terms of that license will govern.
c. FX may change, suspend, or discontinue any aspect of the Application or Support including, without limitation, the availability of any Application feature, database, or content at any time without prior notice to you. FX may also impose limits on certain features and services or restrict your access to parts or all of the Application, Support or the FX Services without notice or liability.
d. FX reserves the right in its sole discretion to charge fees for use of or access to the Application, the FX Services, apps or WAP sites, or any feature(s) thereof. If FX terminates your use of the Application because you have breached this License, you shall not be entitled to the refund of any unused portion of the Application.
5. Disclaimers; Limitation of Liability
a. THE APPLICATION AND ANY CONTENT OR DATA ACCESSED THROUGH THE APPLICATION ARE PROVIDED "AS IS," AND ANY USE THEREOF IS AT YOUR SOLE RISK. ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE. FX, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS, SPONSORS, ADVERTISERS AND FX LICENSORS (COLLECTIVELY, "FX ENTITIES") DO NOT REPRESENT THAT THE APPLICATION OR ANY CONTENT OR DATA ACCESSED VIA THE APPLICATION IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE FX ENTITIES AND FX LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE APPLICATION AND ANY DATA ACCESSED VIA THE APPLICATION, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE APPLICATION AND ANY DATA ACCESSED VIA THE APPLICATION, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE APPLICATION OR ANY DATA ACCESSED VIA THE APPLICATION PROVES DEFECTIVE, YOU (AND NOT THE FX ENTITIES OR FX LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIRS OR INJURY OF ANY KIND, EVEN IF THE FX ENTITIES OR FX LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
b. ENTITIES THAT MANAGE THE SERVICE THROUGH WHICH THE APPLICATION IS AVAILABLE, CHANNEL PARTNERS, ASSOCIATED SERVICE PROVIDERS, AIRTIME SERVICE PROVIDERS AND MERCHANTS OF RECORD (COLLECTIVELY, "APPLICATION PARTNERS"), THE FX ENTITIES AND FX LICENSORS WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE APPLICATION BY YOU OR ANY THIRD PARTY, REGARDLESS OF WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON LEGAL OR EQUITABLE THEORY. THE FX ENTITIES, FX LICENSORS AND STOREFRONT PARTNERS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED VIA THE APPLICATION OR YOUR USE OR INABILITY TO USE OR ACCESS THE APPLICATION, WHETHER CLAIMS FOR SUCH DAMAGES ARE BROUGHT UNDER THEORY OF LAW OR EQUITY. DAMAGES EXCLUDED BY THIS CLAUSE INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. INFORMATION PROVIDED THROUGH THE APPLICATION MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE FX ENTITIES, FX LICENSORS AND APPLICATION PARTNERS WILL HAVE NO LIABILITY WITH RESPECT THERETO. FX ENTITIES, FX LICENSORS, AND/OR APPLICATION PARTNERS, AS APPLICABLE, MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE APPLICATION AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, WITHOUT LIMITATION, CHANGES TO AVAILABLE CONTENT OR HOURS OF AVAILABILITY, AND WILL HAVE NO LIABILITY WITH RESPECT THERETO.
c. IN NO EVENT SHALL FX'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT PAID, IF ANY, BY YOU TO FX, FOR THE FX SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO A CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
6. Additional Terms
a. Indemnification. You agree to indemnify and hold FX Entities harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Application, your violation of any terms or conditions of this License, your violation of applicable laws, or your violation of any rights of another person or entity.
b. Government End Users. If the Application and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Application is deemed to be a "commercial item" as defined by 48 C.F.R. § 2.101, and consisting of "commercial computer software" and "commercial computer software documentation" for purposes of compliance with 48 C.F.R. § 12.212 or § 227.7202. Rights of the United States Government shall not exceed the minimum rights set forth in 48 C.F.R. § 52.227-19. All other terms and conditions of this License apply.
c. Controlling Law. This License and the relationship between you and FX are governed by the laws of the State of New York without regard to its conflict of law provisions. You and FX agree to submit to the personal and exclusive jurisdiction of the courts located within New York, New York. The United Nations Convention on the International Sale of Goods does not apply to this License.
d. No General Waiver; Severability. The failure of FX to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision. If any provision of this License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this License remain in full force and effect.
f. Statute of Limitations. Any claim related to this License, the Application, or the use thereof must be brought within one (1) year of the date when the claim could first have been filed. If not brought by such date, such claim is permanently barred.
g. Interpretation. The headings of the paragraphs in this License are for convenience of reference only and do not affect the meaning or interpretation of this License.
h. Third Party Beneficiaries. Except for the provisions of Sections 2, 3, 5 and 6 herein with respect to FX Entities, FX Licensors and Application Partners (as applicable), this Agreement is for the sole benefit of the parties hereto and not for the benefit of any third party.