MAX VALUE SOFTWARE, LLC - SOFTWARE END USER LICENSE AGREEMENT
IMPORTANT: YOU MUST READ THE FOLLOWING CAREFULLY AND AGREE BEFORE USING THE SOFTWARE. THIS AGREEMENT IS A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE END USER, AND MAX VALUE SOFTWARE, LLC APPLICABLE TO YOUR PURCHASE AND/OR USE (INCLUDING FREE, “EVALUATION” AND/OR “TRIAL” USES) OF SOFTWARE. BY CLICKING ON “I AGREE”, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, CLICK ON THE “CANCEL” BUTTON AND DO NOT SUBSEQUENTLY DOWNLOAD, INSTALL, OR USE ANY SOFTWARE.
This End-User License Agreement (“EULA” or “Agreement”) sets out the terms that apply to the use of all Max Value Software, LLC (including its wholly-owned subsidiaries, licensors, and affiliates)(collectively “MVS”) software products, including but not limited to “PokerTracker”, “Hold'em Manager”, “TableTracker”, and “TableNinja” software products, all replacements and versions of the same, any and all releases, improvements, modifications, patches, and corrections, and with respect to the foregoing, the executable software code of such application(s) or system(s) and all related documentation (collectively referred to herein as the “Software”). This Agreement does not apply to the use and/or purchase of any MVS “software as a service” (“SaaS”) products. In certain instances, your use of Software may also require you to agree to MVS's SaaS terms of service agreement. The MVS SaaS products terms of service agreement is available at: www.pokertracker.com//saas-terms-of-service.
You are referred to herein as “You” or “Licensee.” The terms You or Licensee include You and any of Your owners, employees, partners, independent contractors, subsidiaries, affiliates, attorneys, agents, heirs, and assigns. We may be referred to herein as MVS or “Licensor”. The terms “Us”, “We”, MVS and Licensor includes us and our owners, employees, affiliates, subsidiaries, independent contractors, agents, attorneys, and assigns.
- CONFIDENTIAL INFORMATION. MVS owns all rights to the Software and intends to maintain it in confidence to preserve its trade secret status and all other rights it has in the Software. MVS reserves the right to protect this work as an unpublished copyrighted work in the event of an inadvertent or deliberate unauthorized publication. MVS also reserves its rights under the copyright laws to protect this work as a published work. Those having access to this work may not copy it, use it, (except as otherwise set forth herein), or disclose the information contained in it without the written authorization of MVS. All trademarks of MVS are and shall remain the property of MVS and are protected by applicable intellectual property law. Unauthorized use will result in prosecution.
GRANT OF LICENSE. MVS hereby grants to You a limited, nonexclusive global license to use the Software subject to the following terms:
- You must have either reached the age of “majority” where You live (generally, 18 years of age or older) or have valid parent or legal guardian consent to be bound by the terms of this Agreement. If You are the parent or legal guardian of a minor that obtains Software for a minor, You accept this Agreement on the minor's behalf and are responsible for all use of the Software.
- This EULA is not a sale of the Software. Except for the license rights expressly granted to You herein, You will have no right, title or interest in the Software.
- The Software license established by this Agreement grants You the right to install or use the Software on desktop or laptop personal computers owned and used by You (subject to the limitations of section 2(C)(ix) below).
- You may not rent, lease or sell the Software. You may not use, copy, modify, reverse engineer, decompile, disassemble, or transfer the Software or any copy in whole or part except as expressly provided in this Agreement, or without the express written consent of MVS.
- You may not use, copy, modify, reverse engineer, decompile, or disassemble the Software or any copy in whole or in part for the purpose of automating play (including but not limited to the use of “bots” or other similar mechanisms).
- This license is for Your personal use only. Use of the Software for commercial and/or institutional research purposes in any manner is specifically prohibited. If You wish to use the Software for commercial or institutional research purposes or any purpose other than Your personal use, You must obtain the written consent of MVS and pay any and all applicable license fee(s) for such use.
- You may not interfere with or disrupt the integrity or performance of the Software or the data contained therein;
- You may not use any portion of the Software as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (or “spam”);
- You may not use any unauthorized third-party software or Software to access the Software or its related systems or networks;
- You may not attempt to gain or actually gain unauthorized access to the Software or its related systems or networks, or allow any third party to derive any benefit from Your use of the Software; and
- You may not, unless all computers or users are properly individually or site licensed in writing by MVS, permit use of the Software in a computer software business, network, timesharing, multiple computer or multiple user environment, gain or attempt to gain unauthorized access to the Software.
- You may only use the Software in a manner that complies with all applicable laws in the countries in which You use it, including restrictions concerning copyright and encryption.
- You are not permitted to assign any or all of Your obligations or rights under this EULA without our express prior consent.
- You will not sublicense, transfer, pledge, sell, lend, or otherwise dispose of the content, or any part of it, or share Your rights under this EULA, with others. You will not give others access to Your username and password, nor share any registration code(s) You receive.
- You agree that MVS and its partners may receive, collect, store and use technical information in the course of the registration and during the use of the Software. MVS will handle such information in compliance with applicable privacy and data protection laws, as well as MVS's privacy policies (as the same may be amended from time to time) which are available at: www.pokertracker.com/privacy-policy
- All MVS Software is intended to be used in strict compliance with all statutes, laws, rules, regulations and terms of service (collectively, “TOS”) promulgated by third parties (including but not limited to all governmental entities, third-party networks and/or internet sites) in relation to which the Software is used by You in any way. You agree You will comply with the TOS of all third parties and Your failure to do so is a breach of this EULA. You agree to indemnify MVS, and the employees, owners, directors, representatives, suppliers, agents and service providers of MVS from and against any failure by You to comply with all TOS and for all losses, damages and all reasonable expense and costs, including legal fees, incurred by MVS or them in any claims and/or damages arising out of the breach of any of Your obligations under any TOS.
If You have downloaded or are using an evaluation, free or trial version of the Software, You are entitled to use the Software, free-of-charge, strictly for the sole purpose of evaluating the features and usability of the Software. The evaluation version may not have all the features that are available in a commercial version. Furthermore, the limited warranties in section 6 below will not apply to the evaluation version of the Software.
All rights not expressly granted to You are reserved by MVS. If MVS waives or fails to enforce any of its rights herein for any length of time, the same shall not prevent MVS from thereafter enforcing any of those or other rights and shall not be deemed a perpetual or continuing waiver.
REQUIREMENTS FOR USING SOFTWARE.
- Ensure that the computer hardware You use meets the current minimum system requirements required for the Software, as defined by MVS (which definitions may be updated or changed by MVS from time to time without notice);
- Keep secret Your password, Your license and registration codes, and other account activation material;
- Promptly notify us if You learn of any security breach related to the Software;
- Not impersonate another user of the Software or provide false identity information to attempt to gain access to or use the Software; and
- Without the need for further notification or consent (unless otherwise expressly agreed in writing), hereby permit periodic automatic updates to the Software on Your computer in order to ensure correct, full and continuing functionality of the Software.
- You must:
- 1. CONSENT TO USE INFORMATION. When You communicate with us, send us information, or provide content to us or our website, You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise all copyright and publicity rights You have in the content, in any manner whatsoever, in any media now known or which may be created in the future, including in other works and forms not associated with this website. The foregoing is not intended to include information MVS obtains during troubleshooting sessions, whether remote or submitted by You to us (e.g., hand histories), all of which shall be maintained and/or disposed of in accordance with MVS privacy policies.
- COPYRIGHT. All intellectual property and other ownership rights in the Software, including copyright, patents and trade secrets are protected under United States Copyright Laws and International Treaty provisions, are and remain the property of MVS. Therefore, You must treat the Software like any other copyrighted material (e.g. a book or musical recording) except that You may either (a) make one (1) copy of the Software solely for backup or archival purposes, or (b) transfer the Software to a single hard disk provided You keep the original solely for backup or archival purposes.
- DISCLAIMER. There is no guarantee or promise that You will make a certain amount of money, or any money, or not lose money, as a result of using our products and services. Your results will vary and will be based on Your personal abilities, experience, knowledge, capabilities, level of desire, and an infinite number of variables beyond MVS's control, including variables we or You have not anticipated. There are no guarantees concerning the level of success You may experience; each person's results will vary.
LIMITED WARRANTY. MVS warrants that the Software, if operated as detailed in the related documentation, will perform substantially in accordance with the accompanying documentation or generally described in the product specifications on the related MVS website for a period of 30 days from the date of Your acceptance of this EULA, of the first installation or use of the Software by You. MVS reserves the right to reasonably modify Software from time to time to remain in compliance with third parties' terms of service requirements and the same may result in removal, modification or reduction of certain of the Software's functionalities. MVS does not warrant that Your use of the Software will be free from interruptions or error free. We have taken commercially reasonable steps to keep the software free of viruses, spyware, “back door” entrances, or any other harmful code. We will not intentionally deprive You of Your ability to use any features of the software or access to Your data.
NO OTHER WARRANTIES. ALL CONTENT IS PROVIDED "AS IS" AND, AS FAR AS IT IS LEGALLY PERMITTED TO DO SO, MVS DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND RELATED WRITTEN MATERIALS, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, WARRANTIES OF SATISFACTORY QUALITY, WARRANTIES OF NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. NO USE OF THE SOFTWARE IS AUTHORIZED EXCEPT UNDER THE TERMS OF THIS EULA.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL MVS OR ITS SUPPLIERS, VENDORS, PARTNERS OR COVENTURERS BE LIABLE FOR ANY DAMAGE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR THE LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS, AND ANY LOSS INCURRED IN THE COURSE OF A POKER GAME OR BASED UPON ANY USE OF THE SOFTWARE) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your exclusive remedy under the limited warranty shall be, at our option, either a full refund of the license fee actually paid or correction of the defective software by MVS. You agree, prior to requesting a refund of Your purchase price, that we will have an opportunity to correct any defects. To the fullest extent permitted by applicable law, we disclaim all liability for indirect or consequential damages that arise under this Agreement. Nothing in this EULA limits our liability to You in the event of death or personal injury resulting from gross negligence, fraud, or knowing misrepresentation on our part. You agree that the foregoing constitutes Your sole and exclusive remedy for any breach of this Agreement.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
The sole liability of MVS for a breach of this warranty is at MVS's election:
- To replace any defective medium on which the Software is supplied;
- To advise You how to achieve the required functionality via an undocumented procedure; or
- To refund the license fee for the Software.
The limited warranty contained in this section does not apply where:
- The Software is modified.
- The Software is used on hardware or in conjunction with software other than the unmodified software and hardware on which it is designed to operate as described in the related documentation.
- Access to the Internet as required by the operation of the Software has not been enabled or has been prevented (the Software will automatically verify the registration codes through the Internet, and may also automatically check for updates and fixes, which will be automatically downloaded and installed).
- EXPORT RESTRICTIONS. MVS's Software is subject to United States and other jurisdictions' export and technology laws and You agree to comply with all such applicable laws and regulations that apply to the Software. U.S. government permission may be required to transfer Software to governments of any embargoed country or certain prohibited parties. Please see the U.S. Department of Treasury website located at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx) for more information. There are other United States export laws and regulations with which You must comply, including restrictions on destinations, end users, and end use and You agree to comply with the same.
- INDEMNITY. You agree to indemnify MVS, and the employees, owners, directors, representatives, suppliers, agents and service providers of MVS against any failure by You to observe the provisions of this EULA and for all losses, damages and all reasonable expense and costs, including legal fees, incurred by MVS or them in third party claims arising out of the breach of Your obligations under the terms of this EULA.
- TERMINATION. Your license to use the Software will terminate automatically and without notice if You are in breach of any of the terms of this EULA. Upon termination of this EULA for any reason, You shall immediately discontinue use of the Software.
- NO WAIVER OF RIGHTS. Our failure or neglect to enforce at any time any of the provisions or rights granted in this EULA, or to take action against any other party in the event of any breach, shall not be construed nor deemed to be a waiver by us as to our rights or as to any subsequent enforcement of rights or subsequent actions in the event of future breaches under this EULA.
NOTICE. Any notice, request, authorization, direction, form or other communication to You from MVS or from You to MVS under this Agreement shall be given in writing and be delivered to the intended recipient by e-mail, in Your case, at the e-mail address You specified when You installed and/or registered the Software, and if sent to MVS, to:
Max Value Software, LLC
1209 North Orange Street
Wilmington, Delaware, USA 19801
- SEVERABILITY. If the whole or any part of any provision of this EULA is determined to be invalid or unenforceable then such provision or part thereof shall be severed from the body of this EULA which shall continue to be valid and enforceable to the fullest extent permitted by law.
- LAW. This EULA in all respects is governed and interpreted in accordance with the laws of the State of Delaware, United States of America, without regard to its conflicts of laws principles. This EULA is entered into in Delaware. You consent to the exclusive jurisdiction of Delaware for any dispute arising from or related to this EULA. You agree that the exclusive venue for any dispute arising from or related to this EULA will be a court located in Delaware. This Agreement will be governed by the laws, including Article 2 of the Uniform Commercial Code, of the state of Delaware.
- ENTIRE AGREEMENT. This EULA constitutes the complete and entire understanding and agreement between You and MVS and supersedes all prior communications, representations, agreements, negotiations or understandings with respect thereto, whether oral or in writing. This EULA may not be modified or amended orally, impliedly, or in any manner not set forth in writing or permitted by this EULA. This EULA may be amended by us at any time and without notice, but only by amending this EULA as posted on this website, unless otherwise agreed to in a writing signed by both of us. Any amendments will become effective 30 days after being posted on the website, unless circumstances require that a change be immediately implemented. As a condition for this EULA You agree to periodically check this EULA posted at this page. You agree that Your continued use of our product or service after that date will constitute Your consent and acceptance of the amendment.