End User License Agreement


IMPORTANT:  THIS AGREEMENT CONTAINS IMPORTANT RIGHTS AND LIMITATIONS. READ IT CAREFULLY BEFORE INSTALLING SOFTWARE.  

Among other things, as you will see below, you and we agree to resolve any disputes arising out of this agreement in courts in Missouri.

You have expressed interest in utilizing certain services and software provided by Asynchrony.  The software product includes computer programs and other proprietary material, the use of which is subject to the terms and conditions of this agreement.  Proceeding with the installation is your acceptance of this agreement.  

IF YOU DO NOT AGREE WITH ALL THE TERMS, DO NOT PROCEED TO INSTALL THIS SOFTWARE.

This is an agreement between you (Licensee) and Asynchrony.com, Inc., ("ASYNCHRONY") a Delaware corporation with its principal place of business at 13397 Lakefront Drive, St. Louis, Missouri 63045, and governs your use of certain Asynchrony services and software for internet-mediated delivery of news and related services (termed the "Software" here).  "We" or "our" refers to Asynchrony.  "Content" means the information and data you view using the Software, such as the news headlines that scroll across your computer screen, and the in-depth articles you view when you click through on the headlines.

GRANT. We grant to you a limited, non-transferable, non-exclusive license to use the Software and accompanying documentation ("Documentation") in the manner described in this Agreement. The term of your license is the term of this Agreement. Your use is limited to the United States and for a single computer.

We reserve the right to change, without notice, for any reason or no reason, all aspects of the Software or the Content.

LIMITED WARRANTY.  We warrant that the Software will perform substantially in accordance with the Documentation for a period of thirty (30) days from the date of download by you. We warrant that we have good and clear title to or have the right to sublicense the Software being licensed hereunder for the duration and under the terms provided for in this Agreement. This warranty covers only problems reported to us during the warranty period.

CUSTOMER REMEDIES.  OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY WARRANTY OR LEGAL THEORY SHALL BE LIMITED TO REPLACEMENT OF THE SOFTWARE. EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED "AS IS" AND YOU USE IT AT YOUR SOLE RISK.

NO OTHER WARRANTIES.  ASYNCHRONY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, SECURITY, OR TITLE, DEFECTS IN THE PHYSICAL MEDIA AND DOCUMENTATION, OPERATION OF THE SOFTWARE, WITH RESPECT TO THE SOFTWARE, DOCUMENTATION, AND ANY ACCOMPANYING PRINTED MATERIALS. 

IN NO EVENT SHALL ASYNCHRONY BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR THEORY FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OR INACCURACY OF INFORMATION), NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL OUR LIABILITY EXCEED THE AMOUNT PAID BY YOU TO US FOR THE SOFTWARE.  Because some jurisdictions do not allow the exclusion or limitation of liability of consequential or incidental damages, the above limitation may not apply to you.

We make no representation that the Software will be operational at any particular time, or for a particular length of time. Due the nature of the Internet and the multiple interacting computers and programs involved in the operation of the Software and other necessary computers, we disclaim any warranty of availability or reliability of any products or services including the Software.

The parties do not intend to create, and there are no, third party beneficiaries of this Agreement.

OWNERSHIP.  The Software and Documentation are owned by us and are protected by copyright, trademark and trade secret laws and international treaty provisions.  The Software is licensed and not sold.  The Content is also subject to copyright protection.

YOUR RESPONSIBILITIES.  You may not make any unauthorized copies of the Software, except that you may either make one copy of the Software solely for backup or archival purposes or transfer the Software to a single hard disk provided you keep the original solely for backup or archival purposes. You may not modify, rent, lease, sublicense or use the Software for service bureau purposes, and you may not transfer your rights under this Agreement.  You may not reverse engineer, decompile or disassemble the Software, except to the extent expressly permitted by applicable law. REDISTRIBUTION of the Software is NOT PERMITTED.

HARDWARE AND SOFTWARE MINIMUM REQUIREMENTS. We do not warrant that the Software is compliant or compatible with any particular configuration of hardware or software.

MAINTENANCE AND SUPPORT; OTHER SERVICES.  We do not have any responsibility for the implementation or installation of the Software, nor for any training with respect to its use.  We do not generally review, and are not responsible for, the Content that you view using the Software.  When you click though on the news headlines, your Internet browser will display Content from web sites that we do not operate, and for which we have no responsibility.  Those web sites have their own privacy policies, and are not governed by this Agreement.

DATA COLLECTION AND PRIVACY.  Through your use of the Software, we may collect a variety of data as the Software performs it functions.   Data we may collect includes the information you provided when you registered for the download and/or installation of the Software, your IP address; and  the links clicked on by you as you use the Software for example to obtain full news stories.  All this information is, together, termed "Customer Data".   We will not provide to any other entity or company your Customer Data to the extent it can be used to identify you, or is personal to you.  We do provide aggregated data to other companies. Aggregated data is derived from Customer Data, but it cannot be used to identify any person. For example, statements such as "30% of Users are from Pennsylvania" or "Last week, 50% of Users accessed CNN" are all aggregate data.  With your permission, we may also provide personally identifiable Customer Data to other companies.

COOPERATION WITH LAW ENFORCEMENT.  We will cooperate with law enforcement authorities in investigating suspected illegal activity, and may report to law enforcement any suspected illegal activity we become aware of, without regard to whether such illegal activity may have been conducted by you or your agents and customers, or any other person.  We reserve the right to access and disclose any information including Customer Data necessary to comply with applicable laws and lawful government requests, to operate our systems properly, or to protect ourselves or third parties.

INDEMNITY.  You will indemnify, defend and hold us harmless from and against any and all claims, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses, including without limitation reasonable attorneys' and experts' fees, directly or indirectly resulting from or related to any claimed infringement or violation of person's rights of privacy based on any action or inaction by you, or any person's rights including tort claims arising out of your representations, omissions, or actions.

TERM.  This agreement will remain in effect for an indefinite period, unless it is terminated earlier by us due to a breach by you of its terms including those set out under "Your Responsibilities," or under the conditions set forth below under "Termination".  Upon termination you will cease all use of the Software and destroy, or return to us, all printed materials and copies of the Software.  We have no responsibility to assist you in any data migration or transfer at any time, or to provide you any data, including when this agreement is terminated.

TERMINATION.  You, and we, may terminate this Agreement and its licenses, for any reason (or for no reason at all), at any time.  On termination you must permanently delete all files comprising the Software. We can terminate by ceasing to support the Software and ceasing to provide access to Content. You can terminate by permanently deleting the Software from your computer.

MISCELLANEOUS.  This agreement is the complete and only statement of the mutual understanding between you and us, and supercedes any other agreement relating to the Software. This agreement shall be construed pursuant to the laws of the State of Missouri and the United States without regard to the conflict of laws provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods.  Any disputes related to this agreement or its subject matter will be subject to the jurisdiction of the state and federal courts located in Eastern District of Missouri, and you and we agree to the personal jurisdiction of such courts, and you and we waive any right either of us may have to move or dismiss any case brought in such courts.


You understand that this is a complete and enforceable contract, even though it has been delivered to you electronically and even though you are signing it by proceeding with the installation of the software.
