Software End User License Agreement

 

This Software End User License Agreement ("Agreement") is between you (both the individual installing the Program and any single legal entity for which the individual is acting) ("You" or "Your") and Pioneer Electronics (USA) Inc. ("Pioneer").

 

TAKING ANY STEP TO SET UP OR INSTALL THE PROGRAM MEANS THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. PERMISSION TO DOWNLOAD AND/OR USE THE PROGRAM IS EXPRESSLY CONDITIONED ON YOUR FOLLOWING THESE TERMS. WRITTEN OR ELECTRONIC APPROVAL IS NOT REQUIRED TO MAKE THIS AGREEMENT VALID AND ENFORCEABLE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE PROGRAM AND MUST STOP INSTALLING IT OR UNINSTALL IT, AS APPLICABLE.

 

1.           DEFINITIONS

 

1.1         "Program" means all or any part of Pioneer's software licensed to You by Pioneer under this Agreement for use with your Pioneer in-car product.

 

1.2         gThird Party Contenthmeans any product or service provided by any third party (gThird Partyh) which can be used in combination with or retrieved through access to the Program.

 

1.3         gInformationh means any information of Pioneer or its licensors obtained through the use of the Program and Pioneer in-car products.

 

2.           PROGRAM LICENSE

 

2.1         Limited License. Subject to this Agreement's restrictions, Pioneer grants to You a limited, non-exclusive, non-transferable, license (without the right to sublicense):

(a)          To install a single copy of the Program on Your iPhone device, to use the Program only for Your personal purpose in compliance with this Agreement;

(b)          To make one copy of the Program solely for backup purposes, provided that all titles and trademark, copyright and restricted rights notices are reproduced on the copy; and

(c)          To use the Information made available for the Program and the data generated by the Program only with your Pioneer in-car product in compliance with this Agreement.

 

2.2         Restrictions. You will not copy or use the Program or the Information except as expressly permitted by this Agreement. You will not transfer, sublicense, rent, lease or lend the Program or the Information, or use it for creating mailing or telemarketing lists, third-party training, commercial time-sharing, service bureau use or any commercial purpose. You will not Yourself or through any third party modify, reverse engineer, disassemble or decompile the Program, except to the extent expressly permitted by applicable law, and then only after You have notified Pioneer in writing of Your intended activities. 

 

2.3         Ownership. Pioneer and its licensor(s) retains all right, title and interest in and to all patent, copyright, trademark, trade secret and other intellectual property rights in the Program and the Information, and any derivative works thereof. You do not acquire any other rights, express or implied, beyond the limited license set forth in this Agreement.

 

2.4         No Support. Pioneer has no obligation to provide support, maintenance, upgrades, modifications or new releases for the Program or any Information under this Agreement.

 

2.5        Third Party Content.  This Program enables access to Third Party Content from providers that are not affiliated with Pioneer. Use of such Third Party Content may involve or require the provision of Your personally identifiable information, whether through the creation of a user account or otherwise, and for certain applications, the provision of geolocation data. Without limiting the foregoing, any use by You of Google Maps is subject to the Google Terms of Service, http://www.google.com/intl/en/policies/terms.

 OPERATION OF All Third Party Content is the sole responsibility of the Third Party providers, including without limitation collection and security of user data and privacy practices. By accessing such Third Party Content, you agree to review the TERMS OF SERVICE AND privacy policy of the provider. If You do not agree with the practices of any provider or do not consent to the use of geolocation data where applicable, do not use that Third Party Content.

 

3.           WARRANTY DISCLAIMER

 

THE PROGRAM AND THE Information ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, AND YOU AGREE TO USE THEM AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PIONEER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PROGRAM AND THE Information, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, HAVING SATISFACTORY QUALITY, ACCURACY, TITLE OR NON-INFRINGEMENT.  IN ADDITION, PIONEER DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE THIRD PARTY CONTENT, INCLUDING WITHOUT LIMITATION ANY WARRANTIES AS TO ACCURACY, CONSISTENCY OR CONTINUITY OF SERVICE; THEREFORE, IN CASE OF TERMINATION OF ANY THIRD PARTY CONTENT FOR ANY REASON, WHICH MAY OCCUR WITHOUT NOTICE TO YOU, YOU MAY NOT BE ABLE TO USE ALL OR PART OF THE FUNCTIONS OF THE PROGRAM ACCORDING TO THE DEPENDENCY ON SUCH THIRD PARTY CONTENT.  The Program and Information, as well as the Third Party Content are complex and may contain some nonconformities, defects and/or errors. Without limiting the foregoing warranty disclaimers, Pioneer does not warrant that the Program, Information and/or Third Party Content will meet your needs or expectations, or that the use or results will be accurate and/or reliable.

 

4.           DAMAGES AND REMEDIES FOR BREACH

 

You agree that any breach of this Agreement's restrictions would cause Pioneer irreparable harm for which money damages alone would be inadequate. In addition to damages and any other remedies to which Pioneer may be entitled, You agree that Pioneer may seek injunctive relief to prevent the actual, threatened or continued breach of this Agreement.

 

5.           TERMINATION

 

Pioneer may terminate this Agreement at any time upon Your breach of any provision. If this Agreement is terminated, You will stop using the Program, permanently delete it from the iPhone where it resides, and destroy all copies of the Program in Your possession, confirming to Pioneer in writing that You have done so. Sections 2.2, 2.3, 2.4, 3, 4, 5 and 6 will continue in effect after this Agreement's termination.

 

6.           GENERAL TERMS

 

6.1         Limitation of Liability. In no event will Pioneer or its subsidiaries be liable in connection with this Agreement or its subject matter, under any theory of liability, for any indirect, incidental, special, consequential or punitive damages, or damages for lost profits, revenue, business, savings, data, use, or cost of substitute procurement, even if advised of the possibility of such damages or if such damages are foreseeable. In no event will Pioneer's liability for all damages exceed 50% of the price actually paid by You for the AppRadio product. The parties acknowledge that the liability limits and risk allocation in this Agreement are reflected in the price of your Pioneer in-car product and are essential elements of the bargain between the parties, without which Pioneer would not have provided the Program or entered into this Agreement.  If Pioneerfs warranty disclaimer or limitation on types of damages shall for any reason be held to be unenforceable or inapplicable, You agree that Pioneerfs total liability shall not exceed 50% of the price paid by You for the AppRadio product.

 

6.2         The limitations or exclusions of warranties and liability contained in this Agreement shall apply to You only to the extent such limitations or exclusions are permitted under the laws of the jurisdiction where You are located.

 

6.3         Severability and Waiver. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable, that provision will be enforced to the extent possible or, if incapable of enforcement, deemed to be severed and deleted from this Agreement, and the remainder will continue in full force and effect. The waiver by either party of any default or breach of this Agreement will not waive any other or subsequent default or breach.

 

6.4         No Assignment. You may not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any rights or obligations under it, whether voluntarily or involuntarily, by operation of law or otherwise, without Pioneer's prior written consent. Any purported assignment, transfer or delegation by You will be null and void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.

 

6.5         Export Law Assurances.  You may not use or otherwise export or re-export the Program, Information and/or Third Party Service except as authorized by United States law and the laws of the jurisdiction in which they were obtained. In particular, but without limitation, the Program, Information and/or Third Party Service may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Program, Information and/or Third Party Service, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Program, Information and/or Third Party Service for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.

 

6.6         U.S. Government End Users.  If the Program, Information and/or Third Party Service are being acquired by or on behalf of the United States government or any other entity seeking or applying rights similar to those customarily claimed by the United States government, the Program, Information and/or Third Party Service are subject to the restrictions specified in the gRights in Technical Datahclause at DFARS 252.227-7013, or the equivalent clause for non-defense agencies. The licensor of the Program is Pioneer Electronics (USA) Inc., 1925 E. Dominguez Street, Long Beach, CA 90810. Licensors of Third Party Content are as specified in such Third Party Content.

 

6.7         Entire Agreement & Governing Law. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements or representations, whether written or oral, concerning its subject matter. This Agreement may not be modified or amended without Pioneer's prior and express written consent, and no other act, document, usage or custom will be deemed to amend or modify this Agreement. This Agreement and all matters arising out of it are governed by the laws of the State of California, U.S.A., except for any choice of law rules. You irrevocably consent to jurisdiction and venue in Los Angeles County, California, for any controversy, claim or dispute. Application of the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded.