Megathread Limited Software License Agreement
By downloading, installing or using the Megathread API, plugin and/or any associated software or documentation, you (“The Licensee”) agree to the bound by the following agreement.
This Agreement is made between Megathread Ltd. (the "Licensor") located at 130 E. 2nd St., Nederland, CO 80466 and the Licensee.
1. Definitions
a) "Software" or “Service” means the Megathread API, Plug-in's and associated documentation.
b) "Install" means placing the Software on a computer's hard disk, CD-ROM or other secondary storage device.
c) "Use" means (i) executing or loading the Software into computer RAM or other primary memory, and (ii) copying the Software for archival or emergency restart purposes.
d) d) Website means all website owned and operated by Licensee, including, but not limited to megathread.com.
2. Grant of Rights
Licensor hereby grants to Licensee a nonexclusive license to install and use the Software on:
a) Computers operated by the Licensee solely for the purposes of integrating the Megathread Software with Licensee Website.
b) Computers operated by Licensee running web services to serve the Licensee Website.
3. Data Generation
Licensee hereby grants Megathread the right to generate and capture data from the licensee website. This includes but is not limited to keywords, usernames, discussion names, time stamps, and ratings that are generated from community discussions. This data is subject to our privacy policy, which is intended to maintain the protection of user privacy. Usernames will only be retained and used by Megathread through their consent. Please review our privacy policy for further details.
4. License Term
This License is effective upon downloading of the Software and will last for a term of 12 months. Thereafter, this License shall automatically be renewed for successive 6 month terms unless Licensor gives Licensee notice before the day on which the license or renewal would expire of its intention not to renew this License.
5. License Fee
Licensor provides the Software at no charge with the understanding that the use of the Software with serve ads to viewers of Licensee's Website for the benefit of Licensor.
Licensor reserves the right to change the license fee if data traffic from Licensee to the Megathread server exceeds 1 GB/day, and/or, 1000 unique community users/week or upon renewal of the contract.
6. Termination
Licensor shall have the right to immediately terminate this License if Licensee fails to perform any obligation required of Licensee under this License, if Licensee becomes bankrupt or insolvent or if Megathread determines that the Licensee or its users are using the Service in violation of any laws or in any way fraudulently or abusive.
7. Return or Destruction of Software Upon Termination
Upon termination of this License, Licensee shall return to Licensor or destroy the original and all copies of the Software including partial copies and modifications.
8. Ownership
All Software, Documentation and other Intellectual Property supplied by Licensor are the sole property of the Licensor and are protected by Copyright. Megathread is a trademark of Megathread Ltd. Software contains contents patent pending code: (US #61/495,292 #13/239,100 #61/570,606)
Licensor retains title to and ownership of the Software and all enhancements, modifications and updates of the Software.
All data supplied, recorded and stored by the Software remains the sole property of Megathread Ltd. and may not be intercepted, stored or used in any way by the Licensee.
9. Modifications, Enhancements and Use
Licensee will make no efforts to reverse engineer the Software, or make any modifications or enhancements without Licensor's express written consent.
Licensee will use the Software exclusively as defined by the supplied documentation.
10. Warranty
THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE SOFTWARE LICENSED UNDER THIS AGREEMENT.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Licensor's entire liability and Licensor's sole and exclusive remedy for breach of the foregoing warranty shall be, at Licensor's option, to either:
- return to Licensee the license fee for the period in which the Software did not perform according to this warranty; or
- repair the defects or replace the Software.
11. Confidentiality
Licensee will treat the Software as trade secrets and proprietary know-how belonging to Licensor that is being made available to Licensee in confidence. Licensee agrees to treat the Software with at least the same care as it treats its own confidential or proprietary information.
12. Arbitration
The parties agree to submit any dispute under this License to binding arbitration in Boulder County, Colorado under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with jurisdiction to do so.
13. Attorney Fees
If any legal action is necessary to enforce this License, the prevailing party shall be entitled to reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
14. General Provisions
(a) Complete Agreement: This License together with all schedules or other attachments, which are incorporated herein by reference, is the sole and entire Agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter.
(b) Modifications to License: Modifications and amendments to this License, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
(c) Applicable law: This License will be governed by the laws of the State of Colorado.
(d) Notices: All notices and other communications given in connection with this License shall be in writing and shall be deemed given as follows:
- When delivered personally to the recipient's address as appearing in the introductory paragraph to this License;
- Three days after being deposited in the United States mails, postage prepaid to the recipient's mailing address: P.O. Box 1293, Nederland, CO 80466; or
- When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
Any party may change its address appearing in the introductory paragraph to this License by giving notice of the change in accordance with this paragraph.
(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
(f) Assignment: The rights conferred by this License shall not be assignable by the Licensee without Licensor's prior written consent. Licensor may impose a reasonable license fee on any such assignment.