PLEASE READ THE TERMS AND CONDITIONS OF THIS SEESPOTRUN USER LICENSE AGREEMENT ("LICENSE AGREEMENT") CAREFULLY BEFORE PROCEEDING TO OPEN YOUR SEESPOTRUN USER PROFILE. THE SOFTWARE AND GRAPHIC AND WRITTEN MATERIALS WHICH MAKE UP THE SEESPOTRUN PORTAL ARE COPYRIGHTED BY MEDIAGUIDE CORPORATION d.b.a. SEESPOTRUN ("SEESPOTRUN") AND LICENSED, NOT SOLD, TO YOU ("LICENSEE"). BY PROCEEDING TO CREATE A SEESPOTRUN USER PROFILE, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS LICENSE AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.
IF LICENSEE AGREES TO THE TERMS OF THIS LICENSE AGREEMENT, LICENSEE MAY CLICK ON THE "AGREE" BUTTON BELOW, AND PROCEED TO CREATE A SEESPOTRUN USER PROFILE.
IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, LICENSEE MAY CONTACT SEESPOTRUN AT 640 FREEDOM BUSINESS CENTER, SUITE 305, KING OF PRUSSIA, PA 19406, OR AT INFO@SEESPOTRUN.COM, IN ORDER TO OBTAIN FURTHER INFORMATION ABOUT THE LICENSE AGREEMENT.
1. Grant of License. Access to, and use of, the SeeSpotRun Portal is licensed, not sold, to Licensee by SeeSpotRun pursuant to the terms of this License Agreement. Subject to the terms of this License Agreement:
(a) SeeSpotRun hereby grants to Licensee a non-exclusive, non-transferable right to access, use, display, run, or otherwise interact with the SeeSpotRun Portal.
(b) As partial consideration for the license granted by SeeSpotRun hereunder, Licensee hereby: (i) represents that all Content and Data is accurate; (ii) represents that Licensee is a Stakeholder in all Content provided.
(c) As partial consideration for the license granted by SeeSpotRun hereunder, Licensee agrees to defend, indemnify and hold harmless SeeSpotRun and its directors, officers, employees, representatives and agents, to the fullest extent permitted by law, from and against any liability, loss, damage, suit, demand, claim, cost, judgment, award, assessment, interest, penalty or expenses (including, without limitation, reasonable attorney's fees) arising out of or in connection with any third party claim: (i) made by any Stakeholder regarding or in connection with the provided Content, such as, but not limited to, the unauthorized reproduction, copying, modification, or use of such Content; (ii) regarding or in connection with any breach of this License Agreement by Licensee; or (iii) regarding or in connection with the provision to SeeSpotRun of any Content Data. In addition, Licensee represents and warrants that: (i) Licensee has the full right, power, and authority to enter into this License Agreement on behalf of Licensee and perform the acts required of Licensee hereunder; and (ii) when Licensee clicks on the "Agree" button, this License Agreement will constitute a legal, valid, and binding obligation of Licensee, enforceable against Licensee in accordance with its terms.
2. Term; Termination. This License Agreement shall begin on the date that Licensee accepts it by clicking on the "AGREE" button below, and continues until terminated by either party in accordance with the terms and conditions herein. SeeSpotRun may terminate this license without cause upon 30 days' notice to Licensee. Without prejudice to any other rights, SeeSpotRun may immediately terminate this License Agreement if Licensee breaches any term or condition of this License Agreement. Upon any expiration or termination of this Agreement, the following shall occur: (a) all licenses granted and all rights and obligations of each party to the other party shall terminate, except as otherwise set forth herein; and (b) Paragraphs 1(b), 1(c), 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination or expiration of this License Agreement.
3. Ownership. All rights, title, and interests in and to the SeeSpotRun Portal, and the terms and conditions of this License Agreement, are Proprietary Information owned exclusively by SeeSpotRun, and are protected by United States intellectual property laws and international treaty provisions. All intellectual property rights in and to the SeeSpotRun Portal are owned exclusively by SeeSpotRun.
4. Reservation of Rights. All rights not expressly granted herein are reserved by SeeSpotRun, including without limitation, all copyright, patent and trademark rights. No reproductions or derivative works of the intellectual property included in the SeeSpotRun Portal, or incorporated by reference therein, may be made by Licensee without a duly written and signed agreement between Licensee and SeeSpotRun. This includes the use or reproduction of any and all of SeeSpotRun's registered or trademarked names and logos.
5. Engineering. Licensee hereby agrees: (a) not to modify, disassemble, decompile or reverse engineer, or otherwise attempt to learn the source code of the SeeSpotRun Portal; and (b) not to make the SeeSpotRun Portal available to any employees, agents or principals who are not directly involved in the licensed use of the SeeSpotRun Portal.
6. Support Services. SeeSpotRun may provide Licensee with support services related to the SeeSpotRun Portal at Licensee's request and with SeeSpotRun's agreement. If separate consideration is paid to SeeSpotRun by Licensee for such support services, the terms of such support services, including the limitation of liability, are governed by the terms of the separate agreement identifying the support services to be provided and the consideration to be paid. IF NO SEPARATE CONSIDERATION IS PAID TO SEESPOTRUN BY LICENSEE FOR SUCH SUPPORT SERVICES, SEESPOTRUN'S TOTAL AGGREGATE LIABILITY ARISING FROM THE PROVISION OF SUCH SUPPORT SERVICES IS LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE USE OF THE SEESPOTRUN PORTAL. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO CASE, WHETHER OR NOT SEPARATE CONSIDERATION IS PAID TO SEESPOTRUN BY LICENSEE FOR SUPPORT SERVICES, SHALL SEESPOTRUN BE RESPONSIBLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LICENSEE, OR BY LICENSEE'S EMPLOYEES, AGENTS OR PRINCIPALS. In addition, the provision of such support services is governed by the policies and programs set forth in the SeeSpotRun Portal, and/or other materials provided to Licensee by SeeSpotRun. Any supplemental software code provided to Licensee as part of the support services or under this License Agreement shall be considered part of the SeeSpotRun Portal, and subject to the terms and conditions of this License Agreement.
7. NO WARRANTIES. SEESPOTRUN PROVIDES ACCESS TO, AND USE OF, THE SEESPOTRUN PORTAL ON AN "AS-IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEESPOTRUN DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SEESPOTRUN PORTAL AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEESPOTRUN BE LIABLE FOR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR LOST REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THIS LICENSE AGREEMENT, INCLUDING BUT NOT LIMITED TO, THE USE OF OR INABILITY TO USE THE SEESPOTRUN PORTAL OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF SEESPOTRUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, SEESPOTRUN'S TOTAL AGGREGATE LIABILITY UNDER THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SEESPOTRUN PORTAL.
9. Export Control. Each party hereby agrees to comply with all export laws, restrictions and regulations of the U.S. Department of Commerce, or other United States or foreign agency or authority, and not to export, or allow the export or re-export of any Proprietary Information or any copies, extracts, analyses or summaries thereof in violation of any such laws, restrictions, or regulations. SEESPOTRUN HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY WITH RESPECT TO THE ABILITY OF LICENSEE OR ANY THIRD PARTY TO LAWFULLY USE ANY TECHNOLOGY USED BY COMPANY IN CONNECTION WITH CRYPTOGRAPHY OR OTHER SIMILAR USES.
10. No Waiver. Any waiver by SeeSpotRun of a breach of any provision of this License Agreement shall not operate or be construed as a waiver by SeeSpotRun of any other or subsequent breach of this License Agreement. A term or provision of this License Agreement may be amended only with the written consent of both parties.
11. Severability. If one or more of the provisions of this License Agreement are held to be invalid or unenforceable by any court of competent jurisdiction, portions of such provisions, or such provisions in their entirety, to the extent necessary, shall be severed from this License Agreement, and the balance of this License Agreement shall be enforceable in accordance with its terms.
12. Governance. This License Agreement shall be governed by, construed and interpreted in accordance with the internal laws of the State of Michigan, United States of America, without giving effect to choice of law or conflict of laws principles. SeeSpotRun may, at its option, provide for the arbitration of disputes or material breaches arising under the terms of this License Agreement.
13. Independent Contractor. The relationship of SeeSpotRun to Licensee is that of independent contractor, and no agency, partnership, joint venture, fiduciary, employee-employer, franchiser-franchisee, or similar relationship is intended to be or is created by this License Agreement.
14. Definitions.
(a) "SeeSpotRun Portal" means SeeSpotRun's portal on the World Wide Web (including any related file transfer protocol (ftp) sites) having the Uniform Resource Locator ("url") of www.SeeSpotRun.com, or another "url" to which SeeSpotRun may direct Licensee. "SeeSpotRun Portal" also includes all software and graphic and written materials that are included therein, as well as any Documentation applicable thereto.
(b) "Content" includes any audio content provided by Licensee to SeeSpotRun.
(c) "Content Data" includes any and all information relevant to the identification of Content; including but not limited to titles, identifying codes and any associated meta-data. 
(d) "Documentation" means any materials in electronic format, or in any other format, provided by SeeSpotRun to Licensee to be used in conjunction with the SeeSpotRun Portal.
(e) "Licensee" means (i) any person who accesses, uses, displays, runs or otherwise interacts with the SeeSpotRun Portal, (ii) the employer of any person who, within the scope of his or her employment, accesses, uses, displays, runs or otherwise interacts with the SeeSpotRun Portal, (iii) all other employees or agents of such employer, (iv) the principal of the person who accesses, uses, displays, runs or otherwise interacts with the SeeSpotRun Portal and (v) the principal of the employer of such person if such access, use, display, running or interaction is completed within the scope of such person's or employer's agency relationship with such principal.
(f) "Proprietary Information" means any non-public information (i) which such Party possesses that has been created, discovered or developed by or for such Party or which has otherwise been made known to or related to the business of such Party, and which has or could have commercial value or utility in the business in which such Party is engaged (whether originated by a third party or such Party); and (ii) that is generally not known by the receiving Party.  By way of illustration, but not limitation, Proprietary Information of a Party includes trade secrets and any information concerning devices, products, processes, formulas, designs, inventions (whether or not patentable or registerable under copyright or similar laws and whether or not reduced to practice), discoveries, concepts, ideas, improvements, techniques, methods, research, development and test results, specifications, data, know-how, software, formats, market­ing plans and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.  For the avoidance of doubt, the Parties hereby acknowledge that the definition of “Proprietary Information” includes, but is not limited to, the terms of this Agreement, including payment terms, each Party’s various business methods, systems, hardware, software, and marketing plans.  The Parties acknowledge that these items contain certain confidential materials that are trade secrets that are not made available to the general public, customers or competitors.  Notwithstanding the foregoing, Proprietary Information shall not include:  (1) any information which is or becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Parties; (2) information received from a third party in rightful possession of such information who is reasonably not known to be restricted from disclosing such information; and (3) information known by the recipient Party prior to receipt of such information from the disclosing Party which prior knowledge can be documented by the recipient.

(g) "Stakeholder" means: (i) an owner, in whole or in part, of Content (including but not limited to Content owners or creators such as music writers and publishers, musical artists, record labels and production companies, advertisers and advertising agencies, and program producers); or (ii) a party who is entitled to all or part of the revenue or income generated by Content.

THIS LICENSE AGREEMENT REPRESENTS THE ENTIRE LICENSE BETWEEN LICENSEE AND SEESPOTRUN RELATED TO THE SEESPOTRUN PORTAL, AND IT SUPERCEDES ANY CONFLICTING PRIOR REPRESENTATION, PROMISE, PROPOSAL, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, NOT INCLUDED IN THIS LICENSE AGREEMENT.