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END USER LICENSE AGREEMENT
PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE OR ASSOCIATED UPDATES.
BY CLICKING "ACCEPT" ON THE INSTALLATION DIALOGUE BOX, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR INTENTION TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS TERMS AND CONDITIONS, DO NOT CLICK "ACCEPT" AND DO NOT INSTALL, COPY, OR USE THE LICENSED SOFTWARE.
ANY CONTENT OUTPUT BY THE LICENSED SOFTWARE IS PROCESSED USING ARTIFICIAL INTELLIGENCE OR MACHINE TRANSLATION TECHNOLOGY WITHOUT ANY HUMAN REVIEW OR EDITING. SUCH OUTPUT CONTENT MAY BE INCOMPLETE, MAY NOT BE TIMELY PROVIDED, MAY CONTAIN BIASES, ERROR, OR INACCURACIES, MAY NOT BE RELIABLE, AND ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.
THIS SOFTWARE REQUIRES ACCESS TO GOOGLE SERVICES. THE SOFTWARE IS NOT AVAILABLE OR CANNOT BE USED IN REGIONS WHERE GOOGLE SERVICES IS UNAVAILABLE.
THIS TERMS AND CONDITIONS constitutes a legal agreement between you (either an individual or an entity) and Micro-Star International Co., Ltd., a Taiwanese corporation, and its affiliates (collectively, "MSI", "we", or "us", as applicable) relating to the DigiME software, associated Updates (as defined below), and any documentation accompanying this terms and conditions (collectively, the "Licensed Software''). MSI does not provide services associated with third party software, modules, plugins, tools, technology, or services (collectively, the "Third Party Services"). Please direct issue(s) relating to the Third Party Services to the applicable service provider.
The Licensed Software is governed by MSI's Terms of Use, available at: https://account.msi.com/terms/services_terms_of_use, and which terms are incorporated by reference into this Agreement.
Additional Licensed Software details are enumerated below, and shall apply to your use of the Licensed Software. This Licensed Software terms and conditions shall be read in conjunction with the MSI Terms of Use (collectively, the "Terms") - Please read these Terms carefully. If the Licensed Software terms conflict with MSI's Terms of Use, the Licensed Software terms shall govern but only to the extent such conflict applies towards the Licensed Software.
1.1 During the agreement effective period, and subject to your compliance with these Terms (and as a condition to the continuance of the license granted hereunder), MSI hereby grants to you a limited, revocable, personal, non-commercial, non-transferrable, non-assignable, non-exclusive, royalty-free, worldwide license, without the right to sublicense, to access, install, and otherwise use the Licensed Software and any Updates thereto on compatible hardware solely for personal, noncommercial, and informational purposes.
1.2 The Licensed Software is licensed, not sold, to you. As an essential basis of the bargain between the parties, MSI and its licensors exclusively reserve and retain all rights, interest, and title to the Licensed Software, and reserve all rights not expressly granted in these Terms regarding the Licensed Software or any MSI content (as defined below). No other rights, including but not limited to patents or copyrights held by MSI and its licensors are granted by implication, estoppel, or otherwise. MSI reserves the right to revoke and terminate this license at any time for any or no reason.
1.3 If applicable, any third party, open-source software or code that may be incorporated in the Licensed Software shall be licensed subject to the terms of the applicable open source license. The inclusion of open-source component(s) in the Licensed Software does not render the Licensed Software subject to the open source license; which open source license shall only apply in regards to the open-source component. Any conflict between these Terms and the open source license, the open source license shall govern, but only towards the open source component.
1.4 MSI may, but is not obligated to offer to you, the opportunity to receive Licensed Software Updates. MSI reserves the right to subject such Updates to additional license fees, which will be notified by MSI in writing from time to time. If MSI provides you with an Update, you will exercise reasonable commercial effort to integrate the Update to the Licensed Software promptly, but no later than thirty (30) days of release by MSI.
You shall not directly or indirectly attempt to:
If the Licensed Software incorporates separate, third party software files, such third party software(s) is/are governed by a separate license agreement which terms are not a part of these Terms.
Any feedback you provide relating to the Licensed Software shall be deemed to be non-confidential. MSI shall be free to use such information on a worldwide, non-exclusive, fully paid up, royalty-free, perpetual, sublicensable, and unrestricted basis in any way and disclose such feedback to anyone without any obligation to you, and without reference to any source.
The Licensed Software requires the device on which it is installed to have access to the Internet, and may be subject to additional terms, conditions, and restrictions set forth by your Internet service provider. Accessing the Internet through your mobile network to use the Licensed Software may incur additional charges to your data plan. If you restrict or otherwise limit access to the Internet from your device, some or all portions of the Licensed Software may not be available for use, and may impair your access to specific service, hardware, or data.
In addition, the Licensed Software may require the use of location data of your device to operate. Such location data may include location information gathered through your device’s GPS signals, Wi-Fi access points, telecoms access point, cell towers, or transmitters that may be transmitting location information to your device. You will need to affirmatively consent to the use of location data transmission, including turning on your device GPS or location data to use the Licensed Software.
Any collection and processing of location data will be subject to MSI’s privacy policy: https://www.msi.com/page/privacy-policy.
You may make certain purchase(s) through the Licensed Software. Payment of charges requires that the device on which the Licensed Software is installed has Internet access through mobile networks, WiFi, or other means that may be subject to charges.
Payment(s) is/are processed through our third party payment service provider(s) and not directly through MSI. Participating banks and/or card issuers shall be made available by our service providers and notified to you through the Licensed Software and/or MSI website. Payment features and rates may vary based on your location, rate plan, and card charges, as may be updated from time to time.
Any transfer of payment data is done so securely through the Licensed Software to our payment service provider to make payments or facilitate other transactions. By making use of and paying through the Licensed Software, you hereby expressly consent to MSI’s transfer such credentials and data to our payment service provider for the purpose of initiating payment transaction(s) with your designated card or account relating to the use of services. MSI does not have any control or conduct over any commercial transaction or processing, including without limitation, authentication, credit check, card issuance, payment processing, chargeback, purchase, refunds, or returns, between your bank or card issuer and the payment service provider. Any use of your card or account shall be subject to the terms and conditions you agreed to with your bank or card issuer; these Terms do not override any preexisting agreements between your card or account and your bank or card issuer.
ONLY THE ACCOUNT OR CARD HOLDER IS AUTHORIZED TO USE THE SPECIFIED ACCOUNT OR CARD IN CONNECTION WITH THE SERVICES. DO NOT USE THE LICENSED SOFTWARE TO MAKE TRANSACTION(S) IF YOU ARE NOT THE ACCOUNT OR CARD HOLDER
Certain Licensed Software features or services offered may require you to open an account (including setting up an ID and password). When creating such account, please ensure the information provided is true, accurate, current, and complete, as required for registration. You shall promptly update your registration information if there are changes. You are entirely responsible for maintaining the confidentiality of the information your account, including password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify MSI immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by MSI or any other user of the Licensed Software due to someone else using your ID, password or account as a result of your failing to keep your account information secure and confidential.
MSI shall have no obligation to provide updates or support for the Licensed Software. If MSI provides, and you accept, any updates, bug fixes, releases, revisions, or new versions of the Licensed Software (each an "Update"), these Terms will govern such Update and your use thereof.
The Licensed Software permit or may require you to input, post, upload, submit, store, or send information, content, data, prompts, or files to MSI through the Internet, or to the Software for further processing (collectively, "Upload") subject to, or for purposes stated in the MSI Privacy Policy and these Terms. Unless otherwise agreed between you and MSI, you or your content licensor(s), as applicable, retain ownership of any intellectual property rights in your uploaded content.
When you Upload content to the Licensed Software, you agree to grant MSI, its global affiliates, and subsidiaries a worldwide, non-exclusive, fully paid up, royalty-free, sublicensable, transferable, irrevocable license to copy, distribute, process, summarize, aggregate, incorporate, test, operate, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, use, host, store, modify, or create derivate works from your content, in whole or in part, in any form, media, or technology (whether now known or later developed) for using, operating, promoting, and improving our Licensed Software, and if applicable, to sublicense such rights to our global partners, and suppliers as needed to achieve the same purposes.
By Uploading content to MSI, you acknowledge and agree to the following:
All text, graphics, images, illustrations, user interfaces, visual interfaces, photographs, content belonging to other users, patents, copyrights, trademarks, logos, video, audio, sounds, music, and artwork, and all intellectual property rights thereto (collectively "Content"), including but not limited to the design, structure, selection, coordination, expression and arrangement of such Content contained in our Licensed Software is owned, controlled, and licensed by MSI to you, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms, no part of the Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without MSI's express prior written consent.
You may use general data and information from the Licensed Software (including, but not limited to, generated output, summaries, data sheets, knowledge base articles, and similar materials, etc.) made available by the Licensed Software provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, internal, legal use and in compliance with section 12 (Prohibited Uses) below, (3) make no modifications to any such information, (4) not make any additional representations or warranties relating to such information or documents, (5) not construe any information generated or presented as formal or informal suggestion or personalized advice on a legal, medical, financial, or any other professional basis, and (6) not use such information generated or presented in any critical control or application situations., and (7) not use such information generated or presented as part of any service, support, business, or consultancy, whether paid or unpaid. As construed herein, critical control or application situations include any applications where use of the Licensed Software or output generated by the Licensed Software could directly or indirectly result in personal injury or death.
MSI's Privacy Policy applies to use of the Licensed Software and its terms are hereby incorporated by reference with full force and effect into these Terms. Additionally, by using the Licensed Software, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you upload, send, store, or otherwise transfer to and through the Licensed Software may, where function(s) requiring connection to the Internet or to another device other than the device on which the Licensed Software is installed, be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
Because of the international nature of MSI's business, we may transfer information within the MSI group, and to third party suppliers who help us provide the services to you for the purpose set forth in this Terms. Therefore, we may transfer information to countries that may have different laws and data protection compliance requirements than those applicable in the country you are located.
Further details of how your information may be collected, used, and processed are detailed in MSI's privacy policy, available at https://www.msi.com/page/privacy-policy
Subject to the MSI Privacy Policy, MSI may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Licensed Software, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) MSI's rights or property, or the rights or property of visitors to or users of the services, including MSI's customers. MSI reserves the right at all times to disclose any information that MSI deems necessary to comply with any applicable law, regulation, legal process or governmental request.
MSI also may disclose your information when MSI determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that MSI may, subject to the MSI Privacy Policy, preserve any transmittal or communication by you with MSI through the Licensed Software or any service offered on or through the Licensed Software, and may also disclose such data if required to do so by law or MSI determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of MSI, its employees, users of or visitors to the Licensed Software and the public.
DigiMe Specific Privacy Information
Information collected by the Licensed Software:
How Your Information is Used:
Data Storage and Security:
Cookies and Tracking Technologies:
As a material Term and a precondition to our license to You, You agree you will not use, or allow others to use, the Licensed Software: (a) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"); (b) to stalk, harass, or harm another individual; (c) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (d) to interfere with or disrupt the integrity or security of the Licensed Software and servers or networks connected to it; (e) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Licensed Software, or to any MSI or third party server; (f) to attempt to gain unauthorized access to any portion of the Licensed Software or any other accounts, computer systems, or networks that may be connected to the Licensed Software or websites, whether through hacking, password mining, or any other means; (g) to probe, scan or test the vulnerability of the Licensed Software, or any network connected to the Licensed Software, nor breach the security or authentication measures on the Licensed Software, or any network connected to the Licensed Software. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Licensed Software, or any other customer of MSI, including any MSI account not owned by you, to its source, or exploit the Licensed Software or any service or information made available or offered by or through the Licensed Software in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the services; (h) to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Licensed Software or MSI's systems or networks, or any systems or networks that may be connected to the Licensed Software or to MSI; (i) to use any device, software or routine to interfere or attempt to interfere with the proper working of the Licensed Software or any transaction being conducted on the Licensed Software, or with any other person's use of the Licensed Software; (j) to use the Licensed Software to generate content, images, or output to promote, generate, or further acts relating to fraud, disinformation, misrepresentation, deception, impersonation, fake engagement, propaganda, or political advertisement; (k) to create accounts on another individual's behalf; (l) to use automated scripts, codes, or procedures when creating accounts, inputting data, or otherwise using the Licensed Software; (m) to provide or otherwise use forged or fraudulent documentation or data in connection with the registration and use of the Licensed Software; (n) to take any action that is threatening, abusive, bullying, libelous, invasive of another's privacy, tortious, obscene, profane, or any action deemed in violation of the Terms; (o) to send or facilitate unauthorized or unsolicited advertising, junk, or bulk email, chain letters; (p) to directly or indirectly engage or promote illegal or toxic behavior such as: hatred based on age, race, ethnicity, nationality, sexual orientation, gender, appearance, religion, and politics, acts that may be considered tortious, defamatory, and slanderous, acts which refers to sexual acts, pornography, obscenity, or profanity, acts that may relate to harming or exploiting children, acts relating to human trafficking, exploitation, and acts relating to profiling; (q): to insert or otherwise introduce viruses, Trojan horses, worms, time bombs, corrupted files, malicious scripts, or other software program, or code into the Licensed Software that would disable, interfere, or impair the operation of the Licensed Software, the device on which the Licensed Software is installed, or third party device, system, server, operating system, or website(s); and (r) to use the Licensed Software for the development or improvement of any (1) weapons of mass destruction (including without limitation, nuclear, chemical, biological), weapons (including missile technology), (2) mission critical systems or applications where the failure of such system or application may result in property damage, bodily injury, or death, including without limitation, aircraft navigation, traffic control, weapon systems, emergency services, life support, etc.
You agree to defend, indemnify and hold harmless MSI, its affiliates, subsidiaries, agents, licensors, managers, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, demands, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) due to or arising from: (i) your use of and access to the Licensed Software, including any data or content transmitted or received by you; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any intellectual property rights, publicity rights, privacy rights, or property rights; (iv) your violation of any applicable law, rule or regulation; (v) any other party's access and use of the Licensed Software with your unique username, password or other appropriate security code.
MSI DOES NOT PROMISE THAT THE LICENSED SOFTWARE OR ANY CONTENT, SERVICE, OR LICENSED SOFTWARE FEATURE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE LICENSED SOFTWARE WILL PROVIDE SPECIFIC RESULTS. THE LICENSED SOFTWARE AND ITS RESPECTIVE CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, AND MAY BE SUBJECT TO THE PROVISION OF SERVICES BY THIRD PARTY SERVICE PROVIDERS OR UTILITIES PROVIDERS. ALL INFORMATION PROVIDED IN, OR RELATING TO, THE LICENSED SOFTWARE IS SUBJECT TO CHANGE WITHOUT NOTICE. MSI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE LICENSED SOFTWARE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
ANY CONTENT OUTPUT BY THE LICENSED SOFTWARE IS PROCESSED USING ARTIFICIAL INTELLIGENCE OR MACHINE TRANSLATION TECHNOLOGY WITHOUT ANY HUMAN REVIEW OR EDITING. SUCH OUTPUT CONTENT MAY BE INCOMPLETE, MAY NOT BE TIMELY PROVIDED, MAY CONTAIN BIASES, ERROR, OR INACCURACIES, MAY NOT BE RELIABLE, AND ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.
MSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. MSI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE LICENSED SOFTWARE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE LICENSED SOFTWARE AND ANY LINKED SERVICESS. YOUR SOLE REMEDY AGAINST MSI FOR DISSATISFACTION WITH THE LICENSED SOFTWARE OR ANY CONTENT IS TO STOP USING THE LICENSED SOFTWARE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
MSI reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Licensed Software, or any portion of the Licensed Software for any reason; (2) to modify or change the Licensed Software or any portion of the Licensed Software, and any applicable policies or terms; and (3) to interrupt the operation of the Licensed Software, or any portion of the Licensed Software as necessary to perform routine or non-routine maintenance, error correction, or other change.
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, MSI SHALL NOT BE LIABLE TO YOU ARISING FROM THE USE OF THE LICENSED SOFTWARE UNDER ALL THEORIES OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOST PROFIT OR GOODWILL, LOSS OF USE, LOSS OR DAMAGE TO ACTUAL OR ANTICIPATED BUSINESS EARNINGS, OR LOSS OR DAMAGE TO DATA OR INFORMATION), OR THIRD PARTY CLAIMS AGAINST YOU, EVEN IF MSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEATH OR PERSONAL INJURY CLAIMS AND OTHER STATUTORY LIABILITY FOR INTENTIONAL AND GROSSLY NEGLIGENT ACTS OR OMISSIONS ARE NOT LIMITED BY THE FOREGOING IF PERMITTED UNDER APPLICABLE LAWS.
Subject to this section 16, these Terms and the license granted to you shall start after the Licensed Software is installed on your device. Thereafter, the agreement term will continue until you elect to terminate the License Terms by uninstalling the Licensed Software, or MSI's removal of the Licensed Software and associated services, whichever is earlier. Notwithstanding the above, these Terms may be terminated pursuant to the conditions below.
Termination For Cause. MSI may immediately terminate these Terms for material breach if you breach these Terms.
Upon termination of these Terms, you must immediately cease using the Licensed Software and any related Update and documentation. If applicable, you shall immediately uninstall the Licensed Software from your hardware. MSI may disable access to your former accounts upon termination. Any MSI support obligations, if applicable, will immediately cease.
Any of your obligations under these Terms which by their nature are intended to survive the termination shall continue to apply after the termination of these Terms. MSI's and its affiliates', licensors', and suppliers' rights and remedies hereunder shall survive any termination of these Terms.
These Terms may be modified and updated in whole or by part, at any time at MSI's sole discretion. All modifications and updates shall become effective upon posting by MSI. Your continued access, use, or participation in the Licensed Software constitutes express agreement to such modifications or updates. We encourage you to regularly check these Terms via the Licensed Software or our website for updates and review these Terms. If you object to the modifications or updates, you shall immediately stop any access and use of the Licensed Software.
Any MSI disclosures in the course of performance under these Terms are deemed Confidential Information (as defined below) unless otherwise stated. You shall maintain strict confidentiality of such Confidential Information in perpetuity unless you establish by written evidence that the information:
As construed herein, Confidential Information shall include all information provided, whether tangible or intangible, including but not limited to proprietary information, trade secret, technical data, market developments, operation, methods, procedures, processes, specifications, software, codes, testing programming, testing equipment, samples, and prototypes where MSI has taken reasonable measures to keep such information secret, has identified or marked as confidential at the time of disclosure, or if unmarked but is treated as confidential at the time of disclosure, or where confidentiality can reasonably be inferred based on the circumstances for disclosure.
MSI shall not be deemed in default of these Terms if the performance, use, or availability of the Licensed Software is delayed, prevented, or unavailable due to Force Majeure. MSI shall not be directly or indirectly liable to you for any cost, damage, or liability in such circumstances, but will exercise reasonable commercial effort to provide an estimate for any resumption of services through the Licensed Software or its services website. Force Majeure shall mean any unforeseeable and/or exceptional situation or event beyond the reasonable control of MSI which prevents MSI from performing or making available the Licensed Software.
Not all features, products or services discussed, referenced, provided or offered through or on the Licensed Software are available to all persons or in all geographic locations, or are appropriate or available for use outside their respective geographical location. MSI reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any service offer from you, and not from MSI, regarding the Licensed Software and its features or functionality is prohibited, and shall be deemed null and void. If you choose to access the Licensed Software, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
The Licensed Software may link to other websites, services and/or applications on the Internet. These other services are not under MSI's control, and you acknowledge and agree that MSI is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such services. The inclusion of any such link does not imply endorsement of the website by MSI or any association with its operators. Additional or different terms and conditions and privacy/data use policies/statements may apply when you access and use such other websites.
PLEASE READ CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THIS SOFTWARE OR ASSOCIATED UPDATES.
BY CLICKING "ACCEPT" ON THE INSTALLATION DIALOGUE BOX, OR BY INSTALLING, COPYING, OR OTHERWISE USING THE LICENSED SOFTWARE, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR INTENTION TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THIS TERMS AND CONDITIONS, DO NOT CLICK "ACCEPT" AND DO NOT INSTALL, COPY, OR USE THE LICENSED SOFTWARE.
ANY CONTENT OUTPUT BY THE LICENSED SOFTWARE IS PROCESSED USING ARTIFICIAL INTELLIGENCE OR MACHINE TRANSLATION TECHNOLOGY WITHOUT ANY HUMAN REVIEW OR EDITING. SUCH OUTPUT CONTENT MAY BE INCOMPLETE, MAY NOT BE TIMELY PROVIDED, MAY CONTAIN BIASES, ERROR, OR INACCURACIES, MAY NOT BE RELIABLE, AND ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.
THIS SOFTWARE REQUIRES ACCESS TO GOOGLE SERVICES. THE SOFTWARE IS NOT AVAILABLE OR CANNOT BE USED IN REGIONS WHERE GOOGLE SERVICES IS UNAVAILABLE.
THIS TERMS AND CONDITIONS constitutes a legal agreement between you (either an individual or an entity) and Micro-Star International Co., Ltd., a Taiwanese corporation, and its affiliates (collectively, "MSI", "we", or "us", as applicable) relating to the DigiME software, associated Updates (as defined below), and any documentation accompanying this terms and conditions (collectively, the "Licensed Software''). MSI does not provide services associated with third party software, modules, plugins, tools, technology, or services (collectively, the "Third Party Services"). Please direct issue(s) relating to the Third Party Services to the applicable service provider.
The Licensed Software is governed by MSI's Terms of Use, available at: https://account.msi.com/terms/services_terms_of_use, and which terms are incorporated by reference into this Agreement.
Additional Licensed Software details are enumerated below, and shall apply to your use of the Licensed Software. This Licensed Software terms and conditions shall be read in conjunction with the MSI Terms of Use (collectively, the "Terms") - Please read these Terms carefully. If the Licensed Software terms conflict with MSI's Terms of Use, the Licensed Software terms shall govern but only to the extent such conflict applies towards the Licensed Software.
1. License Grant and Ownership
1.1 During the agreement effective period, and subject to your compliance with these Terms (and as a condition to the continuance of the license granted hereunder), MSI hereby grants to you a limited, revocable, personal, non-commercial, non-transferrable, non-assignable, non-exclusive, royalty-free, worldwide license, without the right to sublicense, to access, install, and otherwise use the Licensed Software and any Updates thereto on compatible hardware solely for personal, noncommercial, and informational purposes.
1.2 The Licensed Software is licensed, not sold, to you. As an essential basis of the bargain between the parties, MSI and its licensors exclusively reserve and retain all rights, interest, and title to the Licensed Software, and reserve all rights not expressly granted in these Terms regarding the Licensed Software or any MSI content (as defined below). No other rights, including but not limited to patents or copyrights held by MSI and its licensors are granted by implication, estoppel, or otherwise. MSI reserves the right to revoke and terminate this license at any time for any or no reason.
1.3 If applicable, any third party, open-source software or code that may be incorporated in the Licensed Software shall be licensed subject to the terms of the applicable open source license. The inclusion of open-source component(s) in the Licensed Software does not render the Licensed Software subject to the open source license; which open source license shall only apply in regards to the open-source component. Any conflict between these Terms and the open source license, the open source license shall govern, but only towards the open source component.
1.4 MSI may, but is not obligated to offer to you, the opportunity to receive Licensed Software Updates. MSI reserves the right to subject such Updates to additional license fees, which will be notified by MSI in writing from time to time. If MSI provides you with an Update, you will exercise reasonable commercial effort to integrate the Update to the Licensed Software promptly, but no later than thirty (30) days of release by MSI.
2. License Restrictions
You shall not directly or indirectly attempt to:
- modify, disassemble, decompile, enhance, or otherwise reverse engineer the Licensed Software or any component thereof unless permitted by an applicable license;
- distribute or otherwise use the Licensed Software commercially as a standalone product and/or for the provision of services, whether for profit or not;
- prepare or create any derivative works based on the Licensed Software unless permitted by an applicable license;
- rent, lease, loan, time-share, resell, sublicense, distribute, or transfer the Licensed Software, or the use of the Licensed Software to any third party;
- remove, circumvent, disable, or otherwise interfere with the security, operation, or function of the Licensed Software, or any built in restrictions or limitations on use of the Licensed Software;
- remove or obscure any intellectual property rights, proprietary rights, open source, or other notices in the Licensed Software;
- if applicable, subject the proprietary, non-open source portion of the Licensed Software, in whole or in part, to any open source software;
- file any patent or amend any patent on the basis of the Licensed Software;
- prepare any claim chart, assert any patent infringement claim against MSI, or establish any alleged or claimed patent infringement claims in any legal proceeding against MSI on the basis of the Licensed Software;
- alter, obscure, block, or interfere with any application, programming, interface, or feature of the Licensed Software.
- use or offer to use the Licensed Software for any professional services, whether paid or not, including without limitation, content generation services, administrative services, or translation services.
3. Third Party Software
If the Licensed Software incorporates separate, third party software files, such third party software(s) is/are governed by a separate license agreement which terms are not a part of these Terms.
4. Feedback
Any feedback you provide relating to the Licensed Software shall be deemed to be non-confidential. MSI shall be free to use such information on a worldwide, non-exclusive, fully paid up, royalty-free, perpetual, sublicensable, and unrestricted basis in any way and disclose such feedback to anyone without any obligation to you, and without reference to any source.
5. Internet Access and Location Data
The Licensed Software requires the device on which it is installed to have access to the Internet, and may be subject to additional terms, conditions, and restrictions set forth by your Internet service provider. Accessing the Internet through your mobile network to use the Licensed Software may incur additional charges to your data plan. If you restrict or otherwise limit access to the Internet from your device, some or all portions of the Licensed Software may not be available for use, and may impair your access to specific service, hardware, or data.
In addition, the Licensed Software may require the use of location data of your device to operate. Such location data may include location information gathered through your device’s GPS signals, Wi-Fi access points, telecoms access point, cell towers, or transmitters that may be transmitting location information to your device. You will need to affirmatively consent to the use of location data transmission, including turning on your device GPS or location data to use the Licensed Software.
Any collection and processing of location data will be subject to MSI’s privacy policy: https://www.msi.com/page/privacy-policy.
6. Payment and Third Party Payment Processors
You may make certain purchase(s) through the Licensed Software. Payment of charges requires that the device on which the Licensed Software is installed has Internet access through mobile networks, WiFi, or other means that may be subject to charges.
Payment(s) is/are processed through our third party payment service provider(s) and not directly through MSI. Participating banks and/or card issuers shall be made available by our service providers and notified to you through the Licensed Software and/or MSI website. Payment features and rates may vary based on your location, rate plan, and card charges, as may be updated from time to time.
Any transfer of payment data is done so securely through the Licensed Software to our payment service provider to make payments or facilitate other transactions. By making use of and paying through the Licensed Software, you hereby expressly consent to MSI’s transfer such credentials and data to our payment service provider for the purpose of initiating payment transaction(s) with your designated card or account relating to the use of services. MSI does not have any control or conduct over any commercial transaction or processing, including without limitation, authentication, credit check, card issuance, payment processing, chargeback, purchase, refunds, or returns, between your bank or card issuer and the payment service provider. Any use of your card or account shall be subject to the terms and conditions you agreed to with your bank or card issuer; these Terms do not override any preexisting agreements between your card or account and your bank or card issuer.
ONLY THE ACCOUNT OR CARD HOLDER IS AUTHORIZED TO USE THE SPECIFIED ACCOUNT OR CARD IN CONNECTION WITH THE SERVICES. DO NOT USE THE LICENSED SOFTWARE TO MAKE TRANSACTION(S) IF YOU ARE NOT THE ACCOUNT OR CARD HOLDER
7. Accounts, Passwords, and Security
Certain Licensed Software features or services offered may require you to open an account (including setting up an ID and password). When creating such account, please ensure the information provided is true, accurate, current, and complete, as required for registration. You shall promptly update your registration information if there are changes. You are entirely responsible for maintaining the confidentiality of the information your account, including password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify MSI immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by MSI or any other user of the Licensed Software due to someone else using your ID, password or account as a result of your failing to keep your account information secure and confidential.
8. No Update or Support Obligation
MSI shall have no obligation to provide updates or support for the Licensed Software. If MSI provides, and you accept, any updates, bug fixes, releases, revisions, or new versions of the Licensed Software (each an "Update"), these Terms will govern such Update and your use thereof.
9. User Generated Content and License
The Licensed Software permit or may require you to input, post, upload, submit, store, or send information, content, data, prompts, or files to MSI through the Internet, or to the Software for further processing (collectively, "Upload") subject to, or for purposes stated in the MSI Privacy Policy and these Terms. Unless otherwise agreed between you and MSI, you or your content licensor(s), as applicable, retain ownership of any intellectual property rights in your uploaded content.
When you Upload content to the Licensed Software, you agree to grant MSI, its global affiliates, and subsidiaries a worldwide, non-exclusive, fully paid up, royalty-free, sublicensable, transferable, irrevocable license to copy, distribute, process, summarize, aggregate, incorporate, test, operate, transmit, publicly display, publicly perform, reproduce, edit, translate, reformat, use, host, store, modify, or create derivate works from your content, in whole or in part, in any form, media, or technology (whether now known or later developed) for using, operating, promoting, and improving our Licensed Software, and if applicable, to sublicense such rights to our global partners, and suppliers as needed to achieve the same purposes.
By Uploading content to MSI, you acknowledge and agree to the following:
- You warrant and represent that you own all applicable rights in the content or have obtained all necessary consent, rights, licenses, and waivers from applicable content owners to provide the license and sublicense grant to MSI for the Uploaded content;
- You further warrant and represent that your Uploaded content does not breach any conditions for Prohibited Uses further stated below in these Terms; You did not violate any applicable laws and regulations in Uploading the content, or did not falsify or delete required copyright or other intellectual property rights attribution or proprietary notice;
- You are fully responsible for the content involved as MSI is not and will not be obligated to preview or review any content for accuracy, completeness, quality, legality, or reliability of the content;
- You shall not Upload content that directly or indirectly engage or promote illegal or toxic behavior such as: hatred based on age, race, ethnicity, nationality, sexual orientation, gender, appearance, religion, and politics, acts that may be considered tortious, defamatory, and slanderous, and acts which refers to sexual acts, pornography, obscenity, or profanity;
- The Uploaded content is free from viruses, Trojan horses, worms, time bombs, corrupted files, malicious scripts, or other software program, or code that may damage the Third Party services and any hardware or software needed to provide such Third Party services; and
- MSI will not pay you any compensation for the Uploaded content.
10. MSI Content
All text, graphics, images, illustrations, user interfaces, visual interfaces, photographs, content belonging to other users, patents, copyrights, trademarks, logos, video, audio, sounds, music, and artwork, and all intellectual property rights thereto (collectively "Content"), including but not limited to the design, structure, selection, coordination, expression and arrangement of such Content contained in our Licensed Software is owned, controlled, and licensed by MSI to you, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws. Except as expressly provided in these Terms, no part of the Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise without MSI's express prior written consent.
You may use general data and information from the Licensed Software (including, but not limited to, generated output, summaries, data sheets, knowledge base articles, and similar materials, etc.) made available by the Licensed Software provided that you (1) not remove any proprietary notice language in all copies of such documents, (2) use such information only for your personal, internal, legal use and in compliance with section 12 (Prohibited Uses) below, (3) make no modifications to any such information, (4) not make any additional representations or warranties relating to such information or documents, (5) not construe any information generated or presented as formal or informal suggestion or personalized advice on a legal, medical, financial, or any other professional basis, and (6) not use such information generated or presented in any critical control or application situations., and (7) not use such information generated or presented as part of any service, support, business, or consultancy, whether paid or unpaid. As construed herein, critical control or application situations include any applications where use of the Licensed Software or output generated by the Licensed Software could directly or indirectly result in personal injury or death.
11. Privacy and Disclosures
MSI's Privacy Policy applies to use of the Licensed Software and its terms are hereby incorporated by reference with full force and effect into these Terms. Additionally, by using the Licensed Software, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you upload, send, store, or otherwise transfer to and through the Licensed Software may, where function(s) requiring connection to the Internet or to another device other than the device on which the Licensed Software is installed, be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
Because of the international nature of MSI's business, we may transfer information within the MSI group, and to third party suppliers who help us provide the services to you for the purpose set forth in this Terms. Therefore, we may transfer information to countries that may have different laws and data protection compliance requirements than those applicable in the country you are located.
Further details of how your information may be collected, used, and processed are detailed in MSI's privacy policy, available at https://www.msi.com/page/privacy-policy
Subject to the MSI Privacy Policy, MSI may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Licensed Software, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) MSI's rights or property, or the rights or property of visitors to or users of the services, including MSI's customers. MSI reserves the right at all times to disclose any information that MSI deems necessary to comply with any applicable law, regulation, legal process or governmental request.
MSI also may disclose your information when MSI determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. You acknowledge and agree that MSI may, subject to the MSI Privacy Policy, preserve any transmittal or communication by you with MSI through the Licensed Software or any service offered on or through the Licensed Software, and may also disclose such data if required to do so by law or MSI determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of MSI, its employees, users of or visitors to the Licensed Software and the public.
DigiMe Specific Privacy Information
Information collected by the Licensed Software:
- The Licensed Software does not require you to provide any personally identifiable information, including name, email address, or contact details, for basic usage.
- The Licensed Software tracks your motion via the device webcam and transfers tracked motion to a digital character in real-time by tracking the captured video data. Data is processed locally on your device and is not transmitted to our servers unless you give explicit consent.
- Non-personally identifiable information may be gathered to improve the Licensed Software, including:
- Your Licensed Software usage statistics
- Performance data
- Device information (such as operating system and hardware details) - Data is captured in an anonymized or aggregated format.
How Your Information is Used:
- Webcam data: Captured webcam video data is processed locally on your device to track your motion. Data is used exclusively for transferring your movements to a digital character in real-time, and is not stored or shared unless otherwise specified.
- Usage Data: Anonymized usage data may be used to:
- Enhance and optimize the Licensed Software’s performance
- Diagnose technical issues
- Develop new features and improve existing ones
Data Storage and Security:
- Local Processing: Webcam data is processed locally on your device and is not uploaded to our servers. We use advanced algorithms to ensure that your movements are captured accurately while protecting your privacy.
- Data Security: we are committed to protecting your information. We implement reasonable security measures to safeguard data collected by the Licensed Software from unauthorized access or misuse. However, no system is completely secure, and we cannot guarantee absolute security.
Cookies and Tracking Technologies:
- The Licensed Software does not use cookies or similar tracking technologies to collect or store information. Any tracking for analytic purposes is performed anonymously and does not involve personal identifiers.
12. Prohibited Uses
As a material Term and a precondition to our license to You, You agree you will not use, or allow others to use, the Licensed Software: (a) in a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law (each a "Law"); (b) to stalk, harass, or harm another individual; (c) to impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (d) to interfere with or disrupt the integrity or security of the Licensed Software and servers or networks connected to it; (e) to use any data mining, robots, or similar data gathering or extraction methods in connection with the Licensed Software, or to any MSI or third party server; (f) to attempt to gain unauthorized access to any portion of the Licensed Software or any other accounts, computer systems, or networks that may be connected to the Licensed Software or websites, whether through hacking, password mining, or any other means; (g) to probe, scan or test the vulnerability of the Licensed Software, or any network connected to the Licensed Software, nor breach the security or authentication measures on the Licensed Software, or any network connected to the Licensed Software. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the Licensed Software, or any other customer of MSI, including any MSI account not owned by you, to its source, or exploit the Licensed Software or any service or information made available or offered by or through the Licensed Software in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the services; (h) to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Licensed Software or MSI's systems or networks, or any systems or networks that may be connected to the Licensed Software or to MSI; (i) to use any device, software or routine to interfere or attempt to interfere with the proper working of the Licensed Software or any transaction being conducted on the Licensed Software, or with any other person's use of the Licensed Software; (j) to use the Licensed Software to generate content, images, or output to promote, generate, or further acts relating to fraud, disinformation, misrepresentation, deception, impersonation, fake engagement, propaganda, or political advertisement; (k) to create accounts on another individual's behalf; (l) to use automated scripts, codes, or procedures when creating accounts, inputting data, or otherwise using the Licensed Software; (m) to provide or otherwise use forged or fraudulent documentation or data in connection with the registration and use of the Licensed Software; (n) to take any action that is threatening, abusive, bullying, libelous, invasive of another's privacy, tortious, obscene, profane, or any action deemed in violation of the Terms; (o) to send or facilitate unauthorized or unsolicited advertising, junk, or bulk email, chain letters; (p) to directly or indirectly engage or promote illegal or toxic behavior such as: hatred based on age, race, ethnicity, nationality, sexual orientation, gender, appearance, religion, and politics, acts that may be considered tortious, defamatory, and slanderous, acts which refers to sexual acts, pornography, obscenity, or profanity, acts that may relate to harming or exploiting children, acts relating to human trafficking, exploitation, and acts relating to profiling; (q): to insert or otherwise introduce viruses, Trojan horses, worms, time bombs, corrupted files, malicious scripts, or other software program, or code into the Licensed Software that would disable, interfere, or impair the operation of the Licensed Software, the device on which the Licensed Software is installed, or third party device, system, server, operating system, or website(s); and (r) to use the Licensed Software for the development or improvement of any (1) weapons of mass destruction (including without limitation, nuclear, chemical, biological), weapons (including missile technology), (2) mission critical systems or applications where the failure of such system or application may result in property damage, bodily injury, or death, including without limitation, aircraft navigation, traffic control, weapon systems, emergency services, life support, etc.
13. Indemnity
You agree to defend, indemnify and hold harmless MSI, its affiliates, subsidiaries, agents, licensors, managers, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, demands, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) due to or arising from: (i) your use of and access to the Licensed Software, including any data or content transmitted or received by you; (ii) your violation of these Terms; (iii) your violation of any third party right, including without limitation any intellectual property rights, publicity rights, privacy rights, or property rights; (iv) your violation of any applicable law, rule or regulation; (v) any other party's access and use of the Licensed Software with your unique username, password or other appropriate security code.
14. Disclaimers
MSI DOES NOT PROMISE THAT THE LICENSED SOFTWARE OR ANY CONTENT, SERVICE, OR LICENSED SOFTWARE FEATURE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE LICENSED SOFTWARE WILL PROVIDE SPECIFIC RESULTS. THE LICENSED SOFTWARE AND ITS RESPECTIVE CONTENT ARE DELIVERED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS, AND MAY BE SUBJECT TO THE PROVISION OF SERVICES BY THIRD PARTY SERVICE PROVIDERS OR UTILITIES PROVIDERS. ALL INFORMATION PROVIDED IN, OR RELATING TO, THE LICENSED SOFTWARE IS SUBJECT TO CHANGE WITHOUT NOTICE. MSI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE LICENSED SOFTWARE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES.
ANY CONTENT OUTPUT BY THE LICENSED SOFTWARE IS PROCESSED USING ARTIFICIAL INTELLIGENCE OR MACHINE TRANSLATION TECHNOLOGY WITHOUT ANY HUMAN REVIEW OR EDITING. SUCH OUTPUT CONTENT MAY BE INCOMPLETE, MAY NOT BE TIMELY PROVIDED, MAY CONTAIN BIASES, ERROR, OR INACCURACIES, MAY NOT BE RELIABLE, AND ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.
MSI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. MSI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE LICENSED SOFTWARE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE LICENSED SOFTWARE AND ANY LINKED SERVICESS. YOUR SOLE REMEDY AGAINST MSI FOR DISSATISFACTION WITH THE LICENSED SOFTWARE OR ANY CONTENT IS TO STOP USING THE LICENSED SOFTWARE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
MSI reserves the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Licensed Software, or any portion of the Licensed Software for any reason; (2) to modify or change the Licensed Software or any portion of the Licensed Software, and any applicable policies or terms; and (3) to interrupt the operation of the Licensed Software, or any portion of the Licensed Software as necessary to perform routine or non-routine maintenance, error correction, or other change.
15. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAWS, MSI SHALL NOT BE LIABLE TO YOU ARISING FROM THE USE OF THE LICENSED SOFTWARE UNDER ALL THEORIES OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION, LOST PROFIT OR GOODWILL, LOSS OF USE, LOSS OR DAMAGE TO ACTUAL OR ANTICIPATED BUSINESS EARNINGS, OR LOSS OR DAMAGE TO DATA OR INFORMATION), OR THIRD PARTY CLAIMS AGAINST YOU, EVEN IF MSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DEATH OR PERSONAL INJURY CLAIMS AND OTHER STATUTORY LIABILITY FOR INTENTIONAL AND GROSSLY NEGLIGENT ACTS OR OMISSIONS ARE NOT LIMITED BY THE FOREGOING IF PERMITTED UNDER APPLICABLE LAWS.
16. Term, Termination, and Survival
Subject to this section 16, these Terms and the license granted to you shall start after the Licensed Software is installed on your device. Thereafter, the agreement term will continue until you elect to terminate the License Terms by uninstalling the Licensed Software, or MSI's removal of the Licensed Software and associated services, whichever is earlier. Notwithstanding the above, these Terms may be terminated pursuant to the conditions below.
Termination For Cause. MSI may immediately terminate these Terms for material breach if you breach these Terms.
Upon termination of these Terms, you must immediately cease using the Licensed Software and any related Update and documentation. If applicable, you shall immediately uninstall the Licensed Software from your hardware. MSI may disable access to your former accounts upon termination. Any MSI support obligations, if applicable, will immediately cease.
Any of your obligations under these Terms which by their nature are intended to survive the termination shall continue to apply after the termination of these Terms. MSI's and its affiliates', licensors', and suppliers' rights and remedies hereunder shall survive any termination of these Terms.
17. Update to Terms
These Terms may be modified and updated in whole or by part, at any time at MSI's sole discretion. All modifications and updates shall become effective upon posting by MSI. Your continued access, use, or participation in the Licensed Software constitutes express agreement to such modifications or updates. We encourage you to regularly check these Terms via the Licensed Software or our website for updates and review these Terms. If you object to the modifications or updates, you shall immediately stop any access and use of the Licensed Software.
18. Confidentiality
Any MSI disclosures in the course of performance under these Terms are deemed Confidential Information (as defined below) unless otherwise stated. You shall maintain strict confidentiality of such Confidential Information in perpetuity unless you establish by written evidence that the information:
- was in your possession before receiving the same from MSI;
- is or becomes a matter of public knowledge without breach by you;
- is independently developed by you without use of MSI Confidential Information;
- is disclosed by MSI or with MSI's prior written approval.
As construed herein, Confidential Information shall include all information provided, whether tangible or intangible, including but not limited to proprietary information, trade secret, technical data, market developments, operation, methods, procedures, processes, specifications, software, codes, testing programming, testing equipment, samples, and prototypes where MSI has taken reasonable measures to keep such information secret, has identified or marked as confidential at the time of disclosure, or if unmarked but is treated as confidential at the time of disclosure, or where confidentiality can reasonably be inferred based on the circumstances for disclosure.
19. Force Majeure
MSI shall not be deemed in default of these Terms if the performance, use, or availability of the Licensed Software is delayed, prevented, or unavailable due to Force Majeure. MSI shall not be directly or indirectly liable to you for any cost, damage, or liability in such circumstances, but will exercise reasonable commercial effort to provide an estimate for any resumption of services through the Licensed Software or its services website. Force Majeure shall mean any unforeseeable and/or exceptional situation or event beyond the reasonable control of MSI which prevents MSI from performing or making available the Licensed Software.
20. Injunctive Relief, Governing Law, and Dispute Resolution
- These Terms shall be governed and interpreted according to the laws of Taiwan. Both parties agree to negotiate in good faith the settlement of any disputes that may arise under these Terms regarding the Licensed Software. In the event such disputes cannot be amicably resolved within thirty (30) calendar days, the parties irrevocably submit to the jurisdiction of the Taipei District Court in Taipei, Taiwan, regardless of conflict of law principles and waive any objection to such jurisdiction or venue.
- Any violation of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to MSI, for which monetary damages would be inadequate. You consent to MSI obtaining any injunctive or equitable relief that MSI deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies MSI may have at law or in equity.
- If MSI takes any legal action against you for violation of these Terms, MSI will be entitled to recover from you, and you agree to pay, all reasonable attorneys' fees and costs of such action in addition to any other relief granted to MSI.
21. Void Where Prohibited
Not all features, products or services discussed, referenced, provided or offered through or on the Licensed Software are available to all persons or in all geographic locations, or are appropriate or available for use outside their respective geographical location. MSI reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any service offer from you, and not from MSI, regarding the Licensed Software and its features or functionality is prohibited, and shall be deemed null and void. If you choose to access the Licensed Software, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
22. Third Party Sites and Third Party Services
The Licensed Software may link to other websites, services and/or applications on the Internet. These other services are not under MSI's control, and you acknowledge and agree that MSI is not responsible for the accuracy, legality, appropriateness or any other aspect of the content or function of such services. The inclusion of any such link does not imply endorsement of the website by MSI or any association with its operators. Additional or different terms and conditions and privacy/data use policies/statements may apply when you access and use such other websites.
23. Miscellaneous
- You shall not use or export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on or through the Licensed Software in violation of any applicable laws or regulations.
- If any provisions of these Terms are held by a competent court or tribunal to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms so that these Terms shall remain in full force and effect.
- These Terms constitute the entire agreement between you and MSI with regard use of the Licensed Software, and any and all other written or oral agreements or understandings previously existing between you and MSI with respect to such use are hereby superseded and cancelled.
- MSI's failure to insist on or enforce strict performance of these Terms shall not be construed as a waiver by MSI of any provision or any right it has to enforce these Terms, nor shall any course of conduct between MSI and you or any other party be deemed to modify any provision of these Terms.
- You shall not assign, transfer, or otherwise transfer these Terms, or any rights, duties, obligations, or liabilities hereunder, in whole or in part, to any third party without MSI's prior written consent. A change in control of through merger, buyout, or re-organization shall be deemed a transfer that requires MSI's written consent under this section. Unauthorized transfer is deemed a material breach, and shall be null and void. MSI may freely reorganize and transfer these Terms, in whole or in part, without your consent.
- The parties are independent contractors under these Terms.
Neither party can assume or create obligation on behalf of the other, or bind the other to any obligation. No partnership, joint venture, employment, fiduciary, or agency relationship is created by these Terms between the parties. - These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.
- The Licensed Software may contain references or cross references to MSI products, programs and services that are not announced in your country or territory. Such reference does not imply that MSI in your country or territory intends to announce such products, programs or services.
- You shall not make any public announcement or create any press release referencing these Terms, MSI, the Licensed Software and related Update and documentation without MSI's prior written consent.