Majic Player End User License Agreement

BY DOWNLOADING, INSTALLING OR OTHERWISE USING OR DISTRIBUTING THIS SOFTWARE, YOU (i.e., THE END USER OF THIS SOFTWARE) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT BELOW (EULA). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MAY NOT DOWNLOAD OR INSTALL OR USE THIS SOFTWARE.

Unless otherwise specified in this EULA, this EULA is made between and binding upon you and Global Majic Software, Inc. and its affiliates (collectively, GMS). The software titled Majic Player or Majic Player Publishing System and documentation or other material or information related thereto, including all updates and upgrades, (collectively, Software) are owned by GMS. You may use the Software only pursuant to the terms and conditions set forth in this EULA.

LICENSE

Subject to this EULA, GMS hereby grants you a limited, non-exclusive, non-transferable license, without rights to sublicense, to install and use one copy of the Software in its object code form for your own internal business purposes (for business users) or your personal and noncommercial use (for consumers) on a single computer.

RESTRICTIONS

Unless otherwise expressly permitted herein, you may not reproduce, publish, distribute, sell, license or otherwise transfer in whole or in part the Software in any form and through any media. You may not disclose information related or embedded in the Software or permit a third party use of the Software without GMSs prior written consent. You may not reverse engineer, decompile, disassemble, modify, adapt or create derivative works based on the Software or otherwise attempt to discover the source code of the Software. You may not use the Software to provide services to others. You may not remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary markings on the Software. You may not use the Software on any non-PC device or with any other software, plug-in or enhancement other than applications or content developed using GMS software products.

IP OWNERSHIP

GMS owns all rights to and interest in the Software, which is protected by law, including without limitation, the patent, copyright and trade secret laws of the United States and by international treaty provisions. All rights, including intellectual property rights, in the Software not expressly granted to you are reserved by GMS.

THIRD PARTY SOFTWARE

The Software contains third party materials (Third Party Product), including but not limited to certain security software (Security Software). You have no right to the Third Party Product except for the limited right to use it as a part of and as incorporated in the Software as expressly authorized herein. You have no right to the Third Party Product as a standalone product. All rights in and to the Third Party Product, including all intellectual property rights therein, are reserved in their entirety to the third party licensor of such software (or to such licensors licensors). You agree to be bound by any terms and/or conditions of the licensor or transferor of a Third Party Product provided to you by GMS on GMS website: http://www.globalmajic.com, if any. You may not attempt to access, unlock, reverse engineer, decompile, translate, identify, disassemble, tamper with, isolate, or otherwise attempt to disable or remove, or determine the source code for, the Third Party Product or any part thereof. The Third Party Product is provided AS IS without warranty of any kind. GMS is not liable for any defect in or failure of the Third Party Product or any claim by you or a third party arising therefrom. The licensor of the Third Party Product shall be a third party beneficiary of the terms protecting the confidentiality and intellectual property rights in the Software, and of all other restrictions on use and further dissemination of the Software. The licensor of the Security Software expressly disclaims all warranties of any kind, express or implied, including without limitation, implied warranties of merchantability, fitness for a particular purpose, freedom from infringement, or warranties implied through usage of trade or custom of dealing. You have no rights with respect to and no claims against the licensor of the Security Software and such licensor has no liability of any kind, direct or indirect, to you arising out of the operation, failure to operate or any other attribute of the Security Software. As between the licensor of the Security Software and GMS, GMS is the sole point of contact and has sole liability to you with respect to the Software.

THIRD PARTY CONTENT

The Software allows you to access and interoperate with third party websites, software application, information, content, data and services (collectively, Third Party Content). Your access to and use of any such Third Party Content is governed by the terms and conditions specific to such content. GMS does not own or provide such Third Party Content and is not responsible for such Third Party Content.

CONFIDENTIALITY

The information and technology embedded in the Software and contained in the documentation, including, but not limited to, source code, is proprietary and confidential information of GMS. You may only use such information for the purpose expressly permitted herein by GMS. You may not disclose such information to any third party. You shall use your best effort to safeguard the Software and prevent others from gaining access to the Software without GMS authorization.

TERMINATION

GMS may terminate this EULA and the licenses granted herein upon notice if GMS has reason to believe that you have failed to comply with any provisions herein. Immediately upon termination of this EULA, you shall destroy all copies of the Software and certify as to the removal of the Software from any computer on which the Software was installed to GMS. The rights and obligations set forth in Sections 2,3,4,5,6,8,9,10,11,12,14,15,16,17 and 18, and any provision that by its terms is intended to survive, will survive the termination of this agreement.

INJUNCTIVE RELIEF

You agree that irreparable injury will result from your breach of this EULA for which monetary damage may not be sufficient to remedy, and, therefore, GMS is entitled, in addition to other rights or remedies available to it at law or in equity, to injunctive or other equitable relief without the obligation to post bond or security.

INDEMNIFICATION BY YOU

You agree to indemnify and hold harmless GMS from all liability and damages incurred by GMS (including reasonable attorneys fees and court costs) in connection with any third party claim arising out of your use of the Software, including, but not limited to, your breach of any provision herein.

DISCLAIMER OF WARRANTIES

THE SOFTWARE AND OTHER INFORMATION IS PROVIDED TO YOU AS IS AND WITH ALL FAULTS. GMS MAKES NO REPRESENTATION ABOUT THE SOFTWARE AND DOCUMENATION, AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, OR ESTABLISHED THROUGH COURSE OF DEALING OR USAGE OF TRADE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, WARRANTIES OF NON-INFRINGEMENT, AND IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

DISCLAIMER OF LIABILITIES

GMS AND ITS THIRD PARTY LICENSORS (WE) ARE NOT LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, WHETHER THEY ARE DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCURRED BY YOU OR SUCH THIRD PARTY IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGE OR CLAIMS. GMS AGGREGATED LIABILITY TO YOU OR ANY THIRD PARTY FOR A CLAIM OF ANY KIND RELATED TO THIS AGREEMENT OR ANY LICENSED PRODUCT WHETHER FOR BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT PAID FOR THE SOFTWARE, IF ANY, AND IN NO EVENT SHALL BE MORE THAN $200.

OBLIGATION TO INDEMNIFY

WE ARE NOT OBLIGATED TO INDEMNIFY OR DEFEND YOU AGAINST ANY THIRD PARTY CLAIM ARISING FROM YOUR USE OF THE SOFTWARE OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, A THIRD PARTY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHT OR MORAL RIGHT.

NOTICE AND COMMUNICATIONS

Any communication to GMS arising from or relating to this EULA must be sent to GMS at majicplayer@globalmajic.com. If you have technical questions relating to the use of Software, please contact support@globalmajic.com.

EXPORT CONTROL

You shall not ship, transfer or export into any country or use the Software (including any Third Party Product incorporated therein) in any manner prohibited by the U.S. Export Administration Act or any other export laws or regulations (collectively, Export Laws). You represent and warrant that you are not a citizen of or otherwise located in an embargoed nation (including without limitation, Iran, Syria, Sudan, Cuba, North Korea), or otherwise prohibited from receiving or using the Software under the Export Laws. All rights to use the Software granted herein is conditioned on your compliance with the terms of this EULA and on the foregoing representation and warranty.

GOVERNMENT RESTRICTED RIGHTS

In the event that the Software is licensed to or used by any unit or agency of the U.S. Government (Government), the Software shall be classified as commercial computer software and commercial computer software documentation as those terms are defined in the applicable provisions of the FAR and DFARS and that the Governments rights in, and its use, duplication or disclosure of, the Software are restricted in accordance with the applicable provisions of FAR 12.211, FAR 12.212 and/or FAR 52.227-19 (Dec. 2007) (if used by an agency other than the Department of Defense), or the applicable provisions of DFARS 227.7202 and/or DFARS 252.227-7015 (if used by the Department of Defense). Without limiting the foregoing, if the Software or Documentation is deemed a noncommercial item within the meanings of the applicable FAR and DFARS, the Government acknowledges and agrees that (i) the Software is a restricted computer software as defined in the applicable FAR and DFARS provisions; (ii) the Software was developed entirely at private expense and no part of the Software was first produced in the performance of a Government contract; and (iii) the Government shall have only the Restricted Rights or Limited Rights (as applicable) as described in FAR 52.227-14 (if used by an agency other than the Department of Defense) or in DFARS 252.227-7013 (June, 1995) and/or DFARS 252.227-7014 (Nov. 1995) (if used by the Department of Defense) and in similar clauses in the NASA FAR supplement, as applicable. For purpose of any public disclosure provision under any federal, state or local law, the Software shall be deemed a trade secret and a proprietary commercial product and is not subject to disclosure. In the event of a conflict between any of the FAR or DFARS provisions listed herein or the FAR or DFARS provisions and this Agreement, the provision or construction that provides greater limitations on the Governments rights in the Software shall control. Contractor/manufacturer is Global Majic Software, Inc., 6767 Old Madison Pike, Suite 210, Huntsville, Alabama 35806.

DISPUTE RESOLUTION

All disputes arising from or relating to this EULA must be resolved by confidential binding arbitration in Huntsville, Alabama in accordance with the Consumer-Related Disputes Supplementary Procedures of the American Arbitration Association (http://www.adr.org/sp.asp?id=22014). Award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Either party may, without inconsistency with this agreement to arbitrate, seek from a court any provisional remedy that may be necessary to protect its intellectual property rights or other rights or property pending the establishment of the arbitral tribunal or its determination of the merits of the controversy. The parties agree that the arbitrator has the power to award all costs of the arbitration, including reasonable attorneys fees and expenses, to the prevailing party. You may not institute any claim or action against GMS relating to this agreement or your use of the Software more than 1 year after the cause of action arose. Each of the parties hereby knowingly, voluntarily and intentionally waives any right it may have to a trial by jury in respect of any litigation (including but not limited to any claims, counterclaims, cross-claims, or third party claims) arising out of, under or in connection with this agreement or the use of the Software. If GMS prevails in a dispute with you, you are responsible for all reasonable attorneys fees and costs and expenses incurred by GMS in connection with the dispute.

GOVERNING LAW AND VENUE

The laws of the State of Alabama (without giving effect to its conflict of laws principles) govern all matters arising out of or relating to this agreement and the transactions it contemplates, including, without limitation, its interpretation, construction, performance, and enforcement. Except as set forth above concerning arbitration, any claims or actions regarding or arising out of this agreement must be brought exclusively in a court of competent jurisdiction sitting in Huntsville, Alabama, and each party to this agreement submits to the jurisdiction of such courts for the purposes of all legal actions and proceedings arising out of or relating to this agreement. Each party waives, to the fullest extent permitted by law, any objection that it may now or later have to (i) the laying of venue of any legal action or proceeding arising out of or relating to this agreement brought in any state or federal court sitting in Huntsville, Alabama; and (ii) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.

MISCELLANEOUS

This EULA constitutes the entire agreement or understanding between the parties to this agreement on the subject matter addressed herein and supersedes all prior or contemporaneous negotiations, understandings, and agreements. This agreement (or any provision herein) may not be modified, supplemented or waived without a written agreement signed by GMS. If any provision herein is found invalid or unenforceable by any court or forum, the other provisions of this agreement shall remain valid and enforceable. Neither this agreement nor any of the obligations of you hereunder may be assigned without prior written consent of GMS. Assignment not in compliance with this agreement is null and void. The provisions of this agreement shall inure to the benefit of, and be binding on, the heirs, successors and permitted assigns of the parties.

Last updated September 17, 2009.