LIVE TO WIN
END USER LICENSE AGREEMENT

LAST UPDATED 05/23/2014

FSI Comments 16.06.2011

THESE TERMS ("LICENSE AGREEMENT") GOVERN YOUR DOWNLOAD AND USE OF THE LIVE TO WIN SOFTWARE APPLICATION ("APP"), WHICH INCLUDES THE COMPUTER SOFTWARE, THE DATA SUPPLIED WITH IT AND THE ASSOCIATED MEDIA, MADE AVAILABLE THROUGH OUR WEBSITE WWW.LIVETOWIN.COM. THESE TERMS, TOGETHER WITH OUR WEBSITE TERMS OF USE ARE LEGALLY BINDING ON YOU.

CAPITALISED TERMS IN THIS LICENSE AGREEMENT, EXCEPT WHERE SPECIFIED, HAVE THE DEFINITIONS SET OUT IN OUR TERMS OF USE.

YOU MUST BE 13 YEARS OF AGE OR OLDER TO INSTALL OR TO USE OUR APP. IF YOU ARE NOT YET 13 YEARS OF AGE OR OLDER, DO NOT DOWNLOAD OR USE THE APP. IF YOU ARE A PARENT OR A GUARDIAN, OR IF THERE IS A CHANCE THAT PERSONS UNDER THE AGE OF 13 MAY HAVE ACCESS TO YOUR COMPUTER YOU ARE RESPONSIBLE PREVENTING THEIR USE OF THE APP.

BY DOWNLOADING, INSTALLING, OR USING THE APP, INCLUDING ANY THIRD PARTY SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH THE APP, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AND ALL APPLICABLE POLICIES AND GUIDELINES WHICH MAY BE POSTED AND UPDATED FROM TIME TO TIME ON THE LIVE TO WIN WEBSITE LOCATED AT WWW.LIVETOWIN.COM. ALL SUCH POLICIES AND GUIDELINES, INCLUDING THE LIVE TO WIN TERMS OF USE AND PRIVACY POLICY, ARE INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD OR INSTALL THE APP. IF YOU HAVE ALREADY DOWNLOADED AND INSTALLED THE APP AND DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, IMMEDIATELY TERMINATE YOUR USE OF THE APP BY UNINSTALLING IT.

  1. GRANT OF LIMITED USE LICENSE

    In consideration of your agreement to and continuing compliance with this License Agreement, Live to Win, Inc. ("LTW") hereby grants you a limited, personal, revocable, non-transferable, non-assignable, non-exclusive license to download, install, and use the App consistent with the terms and conditions of this License Agreement. You agree that the App is licensed and not sold to you, that the App is owned by LTW, and that, except for the limited license described above, nothing herein grants you any right, title, or interest in the App.

    When installed on your computer, Live To Win periodically communicates with LTW or its supplier's servers. LTW may update Live To Win on your computer when a new version is released or when new features are added. These updates may occur automatically. Notwithstanding the above, LTW has no obligation to make available to you any subsequent versions or new features of Live To Win.

  2. PERMITTED USES AND RESTRICTIONS

    The App is made available to you for your non-commercial use only.

    You may:

    • download, install and use the App for your own private purposes on one computer; and
    • receive and use any supplementary software code or update of the App that may be provided by us from time to time.

    Except as expressly set out in this License Agreement you undertake:

    • not to copy the App except where such copying is incidental to normal use of the App;
    • not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App;
    • not to make alterations to, or modifications of, the whole or any part of the App, nor permit the App or any part of it to be combined with, or become incorporated in, any other programs;
    • not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the App nor attempt to do any such thing except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the App with another software program, and provided that the information obtained by you during such activities:
      • is used only for the purpose of achieving inter-operability of the App with another software program; and
      • is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
      • is not used to create any software which is substantially similar to the App;
      • to keep all copies of the App;
      • to supervise and control use of the App and ensure that the App is only used by you in accordance with the terms of this License;
      • to include the copyright notice of the Licensor on all entire and partial copies you make of the Software on any medium;
      • not to provide or otherwise make available the App in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person.
  3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

    All rights to and in Live To Win, including, but not limited to, copyrights, patents, trademarks, and trade secret rights, belong to LTW and LTW holds title to each copy of the Live To Win.

    You acknowledge that rights in the App are licensed (not sold) to you, and that you have no rights in, or to, the App other than the right to use them in accordance with the terms of this License Agreement.

    You acknowledge that you have no right to have access to the App in source code form or in unlocked coding or any comments in the coding.

  4. CLICK STREAM DATA COLLECTION

    Live To Win may enable LTW and third parties working with LTW to collect, log and analyze information about your online activity as part of its functionality. This is known as "Click Stream Data" which includes information such as your IP address, clicks, URLs of web pages that you have viewed, the date that you viewed the web pages, and cookie data. LTW and third parties working with LTW may use information collected through your use of the App to target promotions and other content to you in an effort to create a personally relevant experience, enhance your experience or research, analyze, or enhance the App. Please see our privacy policy for further details.

  5. COOKIES AND WEB BEACONS

    For information about how we use cookies and web beacons please refer to our privacy policy.

    You acknowledge that you have read LTW's privacy policy posted at the Live To Win website at http://www.livetowin.com/info/privacy/.

  6. TERM AND TERMINATION

    This License Agreement is effective until terminated. You may terminate this License Agreement at any time by deleting or destroying all copies of the App in your possession. In its sole discretion, LTW may terminate your rights to this License Agreement and any or all rights granted to you hereunder, or prohibit or suspend your access to the App, at any time, with or without cause or notice to you. Upon termination of this License Agreement for any reason, you shall delete or destroy all copies of the App. For the avoidance of doubt, sections 3, 5, 6, 7, 8, 9, 10, 11, 12, and 13 survive termination.

  7. LIMITED WARRANTY

    THE APP (TOGETHER WITH LIMITATION ALL CONTENT, SOFTWARE AND MATERIALS ACCESSIBLE BY OR THROUGH THE LIVE TO WIN WEBSITE) IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THERE IS NO WARRANTY THAT THE APP WILL MEET YOUR REQUIREMENTS OR THAT ACCESS TO, OR USE OF, THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE..

  8. LIMITATION OF LIABILITY

    Nothing in this License Agreement shall limit or exclude the liability of STW for death or personal injury resulting from negligence, fraud or fraudulent misrepresentation.

    Subject to the condition above LTW's liability for losses suffered by you arising out of or in connection with this License Agreement (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall exclude:

    • loss of income;
    • loss of business profits or contracts;
    • business interruption;
    • loss of the use of money or anticipated savings;
    • loss of information;
    • loss of opportunity, goodwill or reputation;
    • loss of, damage to or corruption of data; or
    • any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise;
    • provided that this condition 8 shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories directly above.

    LTW's shall have no liability to you in the event that the contents of the App infringes intellectual property rights of a third party.

    This License Agreement sets out the full extent of LTW's obligations and liabilities in respect of the supply of the App. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on LTW except as specifically stated in this License Agreement. Any condition, warranty, representation or other term concerning the supply of the App which might otherwise be implied into, or incorporated in, this License, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

  9. INDEMNIFICATION

    YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS LTW, ITS PARENT COMPANY, AFFILIATES, AND SUBSIDIARY COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUPPLIERS, ADVERTISERS, MERCHANT PARTNERS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DAMAGES AND COSTS (INCLUDING, BUT NOT LIMITED TO, LAWYERS' FEES AND ALL COSTS AND EXPENSES WE MAY INCUR IN THE DEFENSE OF SUCH CLAIMS) ARISING FROM YOUR BREACH OF THIS LICENSE AGREEMENT.

  10. MODIFICATIONS

    LTW reserves the right to change or modify any of the terms and conditions contained in this License Agreement or any applicable policy or guideline at any time and in its sole discretion. Any changes or modifications will be effective upon posting on the Live To Win website ( http://www.livetowin.com/ ) and may be posted without notice to you. You are responsible for regularly checking the Live To Win website ( http://www.livetowin.com/ ) for any changes or modifications. IF ANY SUCH CHANGE OR MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS LICENSE AGREEMENT. CONTINUED USE OF LIVE TO WIN BY YOU FOLLOWING LTW'S POSTING OF ANY SUCH CHANGE OR MODIFICATION WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE OR MODIFICATION.

  11. JURISDICTION AND APPLICABLE LAW

    This License Agreement shall be governed by and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, notwithstanding any principles of conflicts of law, and expressly excluding (i) The United Nations Convention on Contracts for the International Sale of Goods, (ii) the 1974 convention on the Limitation Period in the International Sale of Goods, and (iii) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. All disputes arising out of or relating to this License Agreement shall be finally resolved by arbitration conducted in the English language in Boston, Massachusetts U.S.A. before a single arbitrator under the commercial arbitration rules of the American Arbitration Association and you consent to such jurisdiction and venue and waive all objections thereto. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, LTW shall be entitled to seek injunctive relief, security, or other equitable remedies for any breach of this License Agreement from the United States District Court for the District of Massachusetts or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator's authority, void, and unenforceable.

  12. SEVERABILITY

    If for any reason any provision of this License Agreement or portion thereof, is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part of this License Agreement will be deemed severable and shall not affect the validity and enforceability of the remainder of this License Agreement which shall continue in full force and effect.

  13. ENTIRE AGREEMENT

    YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS LICENSE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. YOU FURTHER AGREE THAT THIS LICENSE AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND LTW, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS LICENSE AGREEMENT WITH THE UNDERSTANDING THAT LTW MAY, AT ITS SOLE DISCRETION AND WITHOUT NOTICE, REVISE THESE TERMS AT ANY TIME BY UPDATING THIS POSTING AS SET FORTH IN SECTION 10 OF THIS LICENSE AGREEMENT.

  14. ADDITIONAL INFORMATION

    If you have any questions about this License Agreement or Live To Win feel free to contact Live To Win at: CustomerSupport@livetowin.com

    Copyright © 2014, Live to Win, Inc. All Rights Reserved.