1. ACCEPTANCE OF TERMS
Products and services made available on this website (the "Site") by Globalcentric LLC (the "Owner") are provided to you (the "Licensee") subject to the following terms and conditions (collectively, the "Agreement"). By viewing the Site, downloading or installing any Software from the Site, purchasing a License for said Software, or in any way using said Software, you indicate that you accept and agree to be bound by the Agreement, which may be updated by the Owner at any time. We urge you to read the Agreement carefully.

2. SOFTWARE
"Software" refers to all of the information with which the Agreement is provided, including but not limited to: (a) software files and other data downloaded or otherwise obtained from the Site or the Owner; (b) related explanatory written materials, demonstrations, and tutorials (collectively, the "Documentation"); (c) supporting files, plug-ins, scripts, programs, or websites offered by Owner and designed to facilitate or extend usage of the Software; (d) any modified versions of, copies of, upgrades of, updates to, and additions to such information as provided to Licensee by Owner at any time, to the extent not provided under a separate agreement (collectively, the "Updates").

3. LIMITED LICENSE
Upon downloading the Software, Owner grants Licensee the right to evaluate the Software in object code form for personal or internal business purposes, provided that the Software contains all of its original proprietary notices and attributions and provided that all trial-mode distinctions in the Software are intact. Owner reserves the option to revoke this right from Licensee at any time and for any reason.

Upon purchasing a license key, Owner grants Licensee a non-exclusive and non-transferable license (the "License") to use the Software in object code form for personal or internal business purposes, with trial-mode distinctions disabled, provided that the Software contains all of its original proprietary notices and attributions and that Licensee's use of said Software is in compliance with the Agreement in its entirety. Any use of the Software not specified in the Agreement is prohibited.

Licensee agrees to: (a) notify Licensee's employers or representees of the terms of the Agreement prior to use of the Software by said employers or representees; (b) hold the Software confidential and not at any time disclose said Software, whether directly or indirectly, to any third-party without the explicit written consent of Owner.

4. ACCEPTABLE USE
Licensee may: (a) run as many instances of the Software as needed on one Domain, provided that it is the same Domain for which License is granted; (b) use the Software on any number of webpages, provided that each page containing the Software is part of the licensed Domain; (c) have an unlimited number of clients connected to any instances of the Software residing on said Domain. "Domain" refers to a single domain name designated by a unique URL and hosted on a public or private Web server managed by the Licensee or by the employer or representee of the Licensee.

5. LICENSE TRANSFER
License is granted for one Domain only and is non-transferable. If Licensee intends to use Software on a Domain other than that for which License is granted, Licensee is required to purchase a separate License for said Domain.

6. REFUND / RETURN POLICY
License keys are disclosed electronically to Licensee upon grant of License and are informational in nature. Once disclosed, the information cannot be taken back, so REFUNDS CANNOT BE ISSUED ONCE A LICENSE KEY HAS BEEN PURCHASED AND DISCLOSED. Additonally, refunds cannot be given for erroneous purchases, including but not limited to purchases in which: (a) the licensed Domain has been misspelled or otherwise mistyped by Licensee; (b) Software does not work as expected on the licensed Domain; (c) Licensee has not used or no longer wishes to use Software on the licensed Domain; (d) License has been revoked by Owner. A full refund will be issued to Licensee if requested of Owner within ten (10) days of purchase, PROVIDED THAT THE LICENSE KEY HAS NOT YET BEEN DISCLOSED TO LICENSEE.

7. DISPUTES AND CHARGEBACKS
In the event of a charge dispute, Licensee agrees not to initiate a formal complaint or chargeback through their credit card issuer or bank without first making reasonable attempts to resolve said dispute with Owner. Unless it is determined at the sole discretion of Owner that the disputed amount was charged in error or without the consent or knowledge of the credit card holder, chargebacks against License keys that have been purchased and disclosed will automatically and without exception result in assessment of a penalty of 35 USD, as well as a re-assessment of the original License key purchase amount. Unpaid debts are subject to collection procedures and legal action by Owner.

8. REGISTRATION OBLIGATIONS
Licensee agrees to: (a) provide true, accurate, current, and complete information as prompted by the License registration form (such information being the "Registration Data"); (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If Licensee provides any information that is untrue, inaccurate, not current, or incomplete, or Owner has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Owner reserves the right to suspend or terminate License and refuse any and all current or future use of the Software or any portion thereof by Licensee, or Licensee's employers or representees.

9. RESTRICTIONS AND LIMITATIONS
Licensee may not: (a) de-compile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Software; (b) redistribute, encumber, re-brand, sell, re-sell, rent, lease, sublicense, or otherwise transfer rights to the Software in whole or in part; (c) copy, download, store, publish, transmit, transfer, or otherwise use the Software, or any other portion of the Software, in any form or by any means, except as expressly permitted by the Agreement; (d) sell, license, or distribute the Software to third-parties or use Software as a component of or as a basis for any material offered for sale, license, or distribution; (e) create derivative works based on the Software for distribution as components or as part of a service or product offering; (f) remove, alter, or suppress any trademark, logo, copyright, or other proprietary notices or attributions, legends, symbols, or labels in the Software; (g) use Software for any purpose that would represent or is associated with an Intellectual Property violation, including, but not limited to, engaging in any activity that infringes or misappropriates the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by individuals, corporations, or other entities.

10. LICENSE INTEGRITY
Owner may randomly and periodically inspect Licensee's registration integrity by evaluating use of the Software and compliance with the Agreement. Information verified may include the Domain on which the Software is used, the manner and condition in which the Software is used, and the purpose for which the Software is used. Should Owner discover discrepancies in said use or compliance, Licensee may have their License revoked and/or face legal action by Owner.

11. OWNERSHIP
Title, ownership rights, and Intellectual Property of the Software shall remain with Owner. Structure, organization, and code of the Software are the trade secrets and confidential information of Owner. Licensee acknowledges such ownership rights and will not take any action to jeopardize, limit, or interfere with the Owner's ownership of or rights with respect to the Software. Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Owner retains ownership of the Software and any copies of it, regardless of the form in which the copies may exist. Licenses granted do not constitute a sale of the original Software or any copies; it is a grant to use the Software under the terms governed by the Agreement. Except as expressly stated herein, the Agreement does not grant Licensee any Intellectual Property rights in the Software, and all rights not expressly granted are reserved by the Owner.

12. UPDATES
Licensee is entitled to free updates to the Software within the same major version number for which License was granted. If the Software is an upgrade or update to a previous version, Licensee must possess a valid License for a previous version in order to use said upgrade or update. All upgrades and updates are provided to Licensee on a license-exchange basis. Licensee agrees that by using an upgrade or update, Licensee is subject to the terms and conditions of the version of the Agreement that is current at the time said upgrade or update is provided to Licensee. As an exception, Licensee may continue to use a previous version of the Software after using the upgrade or update, but only to assist in the transition to the upgrade or update, provided that the upgrade or update and the previous version are installed on the same licensed Domain.

13. TERMINATION
Without prejudice to any other rights, Owner may terminate the Agreement and revoke the License if Licensee breaches any of its terms and conditions. Upon termination, Licensee shall destroy all copies of the Software. Licensee may also terminate the License at any time by uninstalling the Software and destroying all copies of the Software in any form in Licensee's possession.

14. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF OUR SOFTWARE IS AT YOUR SOLE RISK. OUR SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) WE MAKE NO WARRANTY THAT (i) OUR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) OUR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SOFTWARE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OUR SOFTWARE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

15. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OF OR THE INABILITY TO USE OUR SOFTWARE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM OUR SOFTWARE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA, USER-CONFIGURED SETTINGS, OR UPLOADED CONTENT; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SOFTWARE; OR (v) ANY OTHER MATTER RELATING TO OUR SOFTWARE.

16. EXCLUSIONS AND LIMITATIONS
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations above (particularly within the DISCLAIMER OF WARRANTIES and LIMITATIONS OF LIABILITY) may not apply to you.

17. INDEMNITY
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, agents, co-branders, or other partners, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Site or the Software, your violation of the Agreement, or your violation of any rights of another.

18. GOVERNING LAW AND JURISDICTION FOR DISPUTES
Your rights and obligations and all actions contemplated by the Agreement shall be governed by the laws of the United States of America and the State of California, as if the Agreement was a contract wholly entered into and wholly performed within the State of California.

Any dispute, claim, or controversy arising in connection with the Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of the agreement to arbitrate, shall be determined by arbitration in Los Angeles County, California, before one arbitrator. Any final judgement rendered against a party by said arbitrator shall be conclusive as to the subject of such final judgement and may be enforced in other jurisdictions in any manner provided by law.

The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation or arbitration arising in connection with the Agreement in any jurisdiction other than that specified in the Agreement. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with the Agreement.

Service of process on you by us in relation to any dispute arising under the Agreement may be served upon you by first class mail to the address provided by you in your Registration Data or by electronically transmitting a true copy of the papers to the e-mail address provided by you in your Registration Data.

19. TRADEMARK
litePlayer, liteplayer.com, the litePlayer wordmark, and the "character with headphones" pictoral mark are trademarks and/or servicemarks of Globalcentric LLC (collectively, the "Globalcentric Marks"). Without our prior written permission, you agree not to display or use in any manner the Globalcentric Marks.

20. REVISION OF AGREEMENT
Owner reserves the right to revise the Agreement at any time. Although it is the Licensee's responsibility to be up to date with regard to changes to the Agreement, Owner will make reasonable efforts to notify Licensee in the event of a significant change.


LAST REVISED JANUARY 29, 2010