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End User License Agreement THESE TERMS AND CONDITIONS APPLY TO THE USE OF ONE OR MORE ESPN DIGITAL PRODUCT FOLDERS (collectively or individually, a "Folder") AND THE APPLICATIONS (each, an "ESPN Application") WITHIN SUCH FOLDER(S), INCLUDING FOR EXAMPLE ESPNMOTION, ESPN TOOLBAR AND OTHER APPLICATIONS, ON ANY COMPUTER OR DEVICE TO WHICH THE FOLDER AND/OR ANY APPLICATION HAS ALREADY BEEN DOWNLOADED OR INSTALLED. PLEASE READ THEM CAREFULLY. By downloading a Folder or by activating (e.g., installing or using) any ESPN Application, you signify your agreement to these terms of use, which constitute a BINDING LEGAL AGREEMENT. If you do not agree to these terms of use, either (1) DO NOT visit the home page of the ESPN. com website (currently located at http://espn.go.com) or (2) DO NOT download any Folder or install or use any ESPN Application. If you do not agree to these terms and you own or control the medium on which the Folder or any ESPN Application is stored, you must disable and erase every Folder and each ESPN Application from the computer or device memories and storage devices, and destroy all materials obtained in connection with the Folder and any ESPN Application and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. If you wish to have a copy of these terms, please access the terms at the ESPN.com website and print them out. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms on the ESPN.com website periodically for changes. If you do not disable and erase the Folder, or if you continue to use any ESPN Application, following the posting of changes to these terms, then such failure to disable and erase or continued usage will mean you have accepted those changes. 1. General. All software, documentation, computer code and any content accessed through the software you are about to download or install, including any Folder or any ESPN Application (collectively, "ESPN Code and Content") are protected by United States and international laws, including copyright laws and treaties. ESPN Internet Venture, The Walt Disney Company, their respective affiliates, and their respective licensors (collectively, "ESPN" or "We," "us" or "our") own all right, title and interest to ESPN Code and Content. Except for the specific rights licensed to you hereunder, ESPN reserves all of its rights to ESPN Code and Content. The mark "ESPN" (and related logo), the mark "ESPNMotion" and the marks associated with other ESPN Applications are trademarks or service marks of ESPN. 2. Title Not Transferred. These terms do not transfer title to the Folder or any ESPN Application to you. The rights granted herein are limited to certain of ESPN's and its licensors' rights and do not include any other patents or other intellectual property rights. As between you and ESPN, you own the medium on which you record the software underlying the Folder or any ESPN Application (e.g., you own the hard drive on your computer). However, ESPN and its licensors retain full and complete title to the Folder and any ESPN Application, and all intellectual property rights therein. 3. License and Restrictions. ESPN hereby grants you, free of charge, a non-exclusive license to install and use one copy of the Folder and one copy of each ESPN Application on a single computer or device (or one copy on each device you use) for personal, non-commercial use only. You may not make the Folder or any ESPN Application available over a network where it could be used on multiple computers or devices simultaneously. You may not (and you agree not to permit another person to): (i) redistribute, sell or otherwise copy the Folder or any ESPN Application; ( ii) modify, translate or create derivative works based on the Folder or any ESPN Application; (iii) attempt to decompile, reverse engineer, disassemble or otherwise reduce the Folder or any ESPN Application to a human-readable form, except to the extent applicable laws specifically prohibit such restriction; (iv) remove any identification, copyright or other proprietary notices; or (v) create software that incorporates the Folder or any ESPN Application. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE CONTENT OR SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED. You acknowledge that the Folder or any ESPN Application is not intended for use in connection with any high risk or strict liability activity and ESPN makes no warranty and shall have no liability in connection with the use of the Folder or any ESPN Application in any such situations. 4. How the Folder Works. ESPN may download to your computer or other device one or more Folders. By permitting ESPN to download a Folder to your computer or device, you are also giving ESPN permission to download to that Folder one or more ESPN Applications. As a result, the underlying code for ESPN Applications will be resident within the Folder, even if the application is not activated. You will need to give further assent, e.g., clicking on an "install" button, in order to activate the ESPN Application. ESPN may configure the Folder to accept new ESPN Applications, modify or update existing ESPN Applications or delete ESPN Applications, without notice or approval, e.g., in the background, to you. However, ESPN will not activate any Application unless and until you have indicated an interest in using such Application, e.g., by clicking on the applicable "install" button, or such other means as may be provided by ESPN. In such an instance, you are also confirming your continued acceptance of and adherence to these terms and conditions. A Folder therefore is a repository for ESPN Applications you are currently using, and for ESPN Applications that ESPN believes may be of interest to you. (For example, the Folder may include portions of the underlying code for an application.) ESPN may configure any Folder and/or any ESPN Application with certain tags that identify the contents or version of the Folder and/or an ESPN Application being used on your computer or device and which permit ESPN to update or modify this Folder and/or ESPN Application without further notice to you. ESPN shall have the right to poll your computer or device for the purpose of installing new, or deleting or updating existing versions of a Folder and/or an ESPN Application or to uninstall such versions automatically. 5. No Warranty. Any Folder and any ESPN Application (INCLUDING WITHOUT LIMITATION ANY CONTENT) IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, OR STATUTORY, NOW EXISTING OR HEREAFTER CREATED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ESPN DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. WE DO NOT WARRANT THAT THE FOLDER OR AN ESPN APPLICATION WILL MEET YOUR REQUIREMENTS, THAT YOUR ACCESS OR OPERATION OF A FOLDER OR AN ESPN APPLICATION OR ANY CONTENT ACCESSIBLE THROUGH AN ESPN APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ESPN SITE OR THE OTHER SITES OR TRANSMISSION METHODS OF ESPN (OR ANY SERVERS OR OTHER HARDWARE OR SOFTWARE COMPONENTS THAT MAKE SUCH MATERIALS AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY FOLDER OR ANY ESPN APPLICATION IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE, OR THAT THE USE OF A FOLDER OR AN ESPN APPLICATION, e.g., ESPNMOTION, WILL NOT ADVERSELY AFFECT YOUR OR ANY OTHER PERSON'S USE OF THE COMPUTER(S) OR DEVICE(S) ON WHICH SUCH FOLDER OR APPLICATION IS DOWNLOADED OR INSTALLED OR THE NETWORK OF WHICH SUCH COMPUTER(S) OR DEVICE(S) ARE A PART. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ESPN OR AN AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OF ANY KIND. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF EXPRESS OR IMPLIED WARRANTIES, SO CERTAIN OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU MAY ALSO HAVE OTHER LEGAL RIGHTS WHICH VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION. To the extent a Folder or an ESPN Application offers any search features, you acknowledge that some content may not always be accessible. Thus, we explicitly disclaim any responsibility for the content or availability of information contained in our search index or directories. 6. Indemnification. You hereby agree to indemnify, defend, and hold us and our affiliates and our officers, directors, owners, agents, information providers, affiliates, licensors, and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liabilities and costs (including reasonable attorneys' fees) incurred by the Indemnified Parties in connection with any claim arising out of any breach by you of this agreement. You shall use your best efforts to cooperate with us in the defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. 7. Limitation on Liability. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE BE LIABLE FOR ANY PERSONAL INJURY OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR BUSINESS INTERRUPTION UNDER ANY LEGAL THEORY (TORT, CONTRACT OR OTHERWISE), THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, A FOLDER OR AN ESPN APPLICATION OR MATERIALS OR FUNCTIONS AVAILABLE THROUGH a FOLDER OR AN ESPN APPLICATION, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF A FOLDER, AN ESPN APPLICATION OR THE MANNER IN WHICH A FOLDER OR AN ESPN APPLICATION WORKS, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISABLE AND DISCONTINUE USING THE APPLICABLE FOLDER OR ESPN APPLICATION. HOWEVER, YOU WILL NOT NECESSARILY BE ABLE TO UNINSTALL (AS OPPOSED TO DEACTIVATE) AN ESPN APPLICATION (BECAUSE IT WILL REMAIN RESIDENT IT THE FOLDER). WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT [INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE], OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO ESPN, IF ANY, FOR ACCESSING A FOLDER OR ANY ESPN APPLICATION OR $50, WHICHEVER IS LESS. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. 8. Jurisdiction. Unless otherwise expressly specified, a Folder or any ESPN Application (and any content) is presented solely for the purpose of promoting content, programs, films, and other products available in the United States and its territories, possessions, and protectorates. ESPN.com is operated from U.S. offices in New York and Connecticut. We make no representation that a Folder or an ESPN Application is appropriate or available for use in any particular location. Those who choose to use a Folder or an ESPN Application do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. 9. Termination. These terms are effective until terminated by either party. We reserve the right, in our sole discretion, to terminate your access to any or all of a Folder or any ESPN Application and the related services or any portion thereof at any time, without notice, which such termination may include an automatic un-install by ESPN of a Folder or an ESPN Application from your computer or device. If a Folder is erased then all ESPN Applications within that Folder may be disabled. You may terminate these terms at any time by discontinuing use of the Folder or ESPN Applications AND erasing the Folder and ESPN Applications from all computer or device memories and storage devices within your possession or control, and destroying all materials obtained from such Folder and ESPN Applications and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. We reserve the right, in our sole discretion, to terminate your (or any group of users') access to any or all of a Folder or any ESPN Application and the related services or any portion thereof at any time, without notice. Upon termination, you must cease use of the Folders and ESPN Applications, disable and erase the Folder and the ESPN Application from all computer or device memories and storage devices within your possession or control, and destroy all materials obtained in connection with a Folder or an ESPN Application and all related documentation and all copies and installations thereof, whether made under these terms or otherwise. 10. Export Law Assurances. You agree not to use or otherwise export or re-export the Folder or any ESPN Application except as authorized by United States law and the laws of the jurisdiction in which a Folder or applicable ESPN Application was obtained. Without limiting the foregoing, you may not export or re-export, nor authorize any person to export or re-export, any Folder or any ESPN Application (a) into (or to a national or resident of) any U.S. embargoed countries (currently Cuba, Iran, Iraq, Libya, North Korea, Sudan and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By downloading and installing a Folder or any ESPN Application, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list. 11. Government End Users. A Folder and any ESPN Application (and its components) are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. ESPN reserves any unpublished rights. 12. ESPN.com Terms of Use. Please read the Terms of Use for ESPN.com (currently at http://disney.go.com/corporate/legal/terms.html), which are incorporated herein by this reference, before using this web site. By using this web site, you signify your agreement to the Terms of Use for ESPN.com. If you do not agree to the Terms of Use, you may not access this web site (including without limitation any content thereon) or use a Folder or any ESPN Application. We reserve the right, at our discretion, to change, modify, add, or remove portions of these terms at any time. Please check these terms periodically for changes. Your continued use of this site following the posting of changes to these terms will mean you accept those changes. 13. Privacy Policy. Please read the Privacy Policy for ESPN.com (currently at http://disney.go.com/corporate/legal/wdig_privacy.html), which is incorporated herein by this reference, before using this web site. By using this web site, you signify your agreement to the Privacy Policy. If you do not agree to the Privacy Policy, please do not use this web site. We reserve the right, at our discretion, to change, modify, add, or remove portions of the Privacy Policy at any time. Please check these terms periodically for changes. Your continued use of this site following the posting of changes to the Privacy Policy will mean you accept those changes. 14. Entire Agreement. These terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Los Angeles County, California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. If any provision of these terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both parties.