iDancer (the "Product") is a free to install, desktop enhancement software featuring dancers dancing in synch with the music, in video incrusted on a computer desktop, developed and operated by Totem Entertainment a French sarl ("Totem"), using the DesktopWare technology ("The Technology"). For purposes of this License Agreement (defined below), "you" and "your" mean the user of the computer on which the Product will be or has been installed.
Subject to the terms and conditions of this License Agreement and your agreement therewith, including without limitation payment of all applicable license fees, Totem Entertainment hereby grants to you and you hereby accept a limited, non-exclusive, non-transferable license to internally install and execute solely as a component of the Product (i) the Software and related content; and (ii) any Software upgrades, patches, subsequent versions, and updates (collectively, "Updates") licensed to you by Totem Entertainment. The Software, The Technology and the Product are provided for your individual, non-commercial, entertainment purposes only. Except as may be expressly permitted by Totem Entertainment, you may not sell, copy, exchange, transfer, publish, assign or otherwise distribute anything you copy or derive from the Software or the Product. The Program is licensed and your license confers no title or ownership in the Program. You may not install The Product or use it on more than two computers at a time, except if expressly authorised by Totem Entertainment. You may not make any commercial use of The Product, except if expressly authorised by Totem Entertainment.
Your license to use the Product is conditioned on the following license restrictions, and any use of the Product in violation of any of these restrictions, or any of the other terms of this Agreement is a breach of this Agreement and is unlicensed. You may use one copy of the Product activated by a valid account up to two personal devices owned, or otherwise controlled by you, at a single time. Any use of the Software in violation of the license limitations set forth below is an unauthorised use of the Product outside of the license granted to you in Section I, and will be regarded as an infringement of the copyrights Totem Entertainment holds in and to the Software and the Product.
You agree that you will not, under any circumstances:
The Product will be available to you for use upon the creation of a user account by Totem Entertainment. Upon acceptance of this Agreement, you may obtain a user account by paying the requisite license fees, using the procedure set forth on iDancer web site. The license fees paid by you are paid in consideration of the license granted under this Agreement. License sales are final and Totem Entertainment does not refund license fees under any circumstances. By accepting this Agreement you fully understand that once license fee payment is made to Totem Entertainment you will have no recourse for receiving a refund of any part of the fees.
YOU ACKNOWLEDGE AND AGREE THAT ANY APPLICABLE FEES AND OTHER CHARGES FOR FEE-BASED SERVICES (INCLUDING WITHOUT LIMITATION CREDITS) ARE PAYABLE IN ADVANCE AND NOT REFUNDABLE IN WHOLE OR IN PART. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT, INCLUDING ANY UNAUTHORISED CHARGES.
The Site may contain links to websites operated by other parties. Totem Entertainment provides these links to you as a convenience, use of these links and the external websites are at your own risk. The linked sites are not under the control of Totem Entertainment, and Totem Entertainment is not responsible for the content available on the other sites. Such links do not imply endorsement by Totem Entertainment of information or material on any other site, and Totem Entertainment disclaims all liability with regard to your access to and use of such linked websites.
This License Agreement is effective until terminated. You may terminate this License Agreement at any time by notifying Totem Entertainment of your intention to terminate. Totem Entertainment may terminate this License Agreement at any time, for any reason or no reason. Upon termination, whether by you or Totem Entertainment, the license granted to you in Section I shall immediately terminate, and you must immediately and permanently remove the Software from your computer"s permanent memory and destroy any and all copies of the Software that may be in your possession.
You acknowledge and agree that Totem Entertainment, in its sole and absolute discretion, may stop providing support for or access to the Product at any time, for any reason or no reason. You also agree that Totem Entertainment may change, modify, suspend, discontinue, or restrict your access to any features or parts of the Product at any time without notice or liability to you. You acknowledge that you have no interest, monetary or otherwise, in any feature of or content in the Software or the Product. Notwithstanding the above, Totem Entertainment will make its best effort, in case of suspension or discontinuation of the service to provide a solution for you to keep using all downloaded Content on your computer.
THE Product (INCLUDING WITHOUT LIMITATION THE WEBSITE, THE SOFTWARE AND THE DOCUMENTATION) IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, Totem Entertainment DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WHICH MIGHT APPLY TO THE Product OR THE SOFTWARE, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES AS TO THE ACCURACY, RELIABILITY OR QUALITY OF ANY CONTENT OR INFORMATION CONTAINED WITHIN THE Product AND/OR THE SOFTWARE. Totem Entertainment DOES NOT WARRANT THAT THE Product AND/OR THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME ALL RESPONSIBILITY FOR SELECTING THE Product AND/OR THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE Product AND THE SOFTWARE. Because some states or jurisdictions do not allow the disclaimer of implied warranties, the forgoing disclaimer may, in whole or in part, not apply to you.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS Totem Entertainment FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, DAMAGES, LOSSES, LIABILITIES AND COSTS (INCLUDING ATTORNEYS" FEES) THAT DIRECTLY OR INDIRECTLY ARISE OR RESULT FROM YOUR USE OR MISUSE OF THE Product AND/OR THE SOFTWARE, OR ANY VIOLATION BY YOU OF ANY OF THE PROVISIONS OF THIS LICENSE AGREEMENT. Totem Entertainment reserves the right, at its own expense and in its sole and absolute discretion, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Totem Entertainment in asserting any available defences.
UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL Totem Entertainment BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOOD WILL, OR LOST PROFITS), OR ANY DAMAGES FOR GROSS NEGLIGENCE OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES) ARISING FROM YOUR USE OR MISUSE OF THE SOFTWARE AND/OR THE Product, EVEN IF Totem Entertainment KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, Totem Entertainment SHALL NOT BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE TO YOUR ACCOUNT, COLLECTION OF CARDS, VIRTUAL CURRENCY OR PROFILE INFORMATION STORED BY THE Product. Totem Entertainment SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT SHALL Totem Entertainment BE LIABLE FOR ANY DAMAGES IN EXCESS OF ANY AMOUNT YOU HAVE PAID TO Totem Entertainment FOR Product-RELATED TRANSACTIONS, IF ANY, DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE TIME YOUR CAUSE OF ACTION AROSE.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, the liability of Totem Entertainment shall be limited to the fullest extent permitted by applicable law.
You hereby acknowledge and agree that Totem Entertainment would suffer irreparable harm if this License Agreement were not specifically enforced. Consequently, in addition to such monetary and other relief as may be recoverable at law, you agree that Totem Entertainment shall be entitled to specific performance or other injunctive relief, without bond, other security, or proof of damages, as remedy for any breach or threatened breach of this License Agreement. Additionally, in the event any legal or administrative action or proceeding is brought by either party in connection with this License Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party all the costs, attorneys" fees and other expenses incurred by such prevailing party as the result of the action or proceeding.
This License Agreement represents the complete agreement between you and Totem Entertainment with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements between you and Totem Entertainment. The Product is operated by Totem Entertainment in France. Those who choose to access the Product from locations outside France do so on their own initiative and are responsible for compliance with applicable local laws. Totem Entertainment"s failure to enforce any provision of this License Agreement shall in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce each and every such provision thereafter. The express waiver by Totem Entertainment of any provision, condition or requirement of this License Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. If any provision of this License Agreement is held to be invalid or unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this License Agreement shall continue in full force and effect. If, however, it is determined that such provision cannot be reformed, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. All provisions shall survive any termination of this License Agreement.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT BY CLICKING "ACCEPT" AND/OR INSTALLING THE SOFTWARE AND USING THE Product, YOU ARE ACKNOWLEDGING YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT.