License Agreement
Revised: 2007-08-31
This agreement applies to the use of the Image Competition Manager program and Photo Club Services websites, which are owned and operated by Software Pursuits, Inc.
1. Product Use is Acceptance of this Agreement
Software Pursuits, Inc. (SPI), a California corporation, is willing to license its software and services to you only on the condition that you accept all of the terms contained in this license agreement. By installing, copying, or using the software and services provided or distributed by SPI you accept and agree to be bound by the terms of this license agreement. If you do not agree to these terms, you must promptly discontinue all use of the software and services and remove the software from your computers.
2. Ownership and License
This is a license agreement and NOT an agreement for sale. SPI continues to own the software, documentation, and other content provided under this agreement. Your rights to use the Software and Services are specified in this Agreement, and we retain all rights not expressly granted to you in this Agreement. Nothing in this Agreement constitutes a waiver of our rights under U.S. or International copyright, patent, or other intellectual property laws or any other federal or state laws.
3. License Term
The term of the license grated by this agreement is specified when your purchase is made. Your specific purchase will specify a limited period of time (subscription) when your license is valid. Non-payment for a subscription renewal will terminate this agreement.
4. Permitted Uses
You are granted the following rights to the Software. The Software is "installed" on a computer when it is placed on a computer's hard disk, CD-ROM, or other secondary storage device. The Software is "in use" on a computer when it is executed or loaded into the computer's RAM or other primary memory. Unless otherwise specified in a written notice from SPI, your subscription entitles you to to the specific uses below.
a) Right to Use. You may install and use the Image Competition Manager program on any computer used in connection with a valid, active subscription to our website service or during a trial period. There is no limit on the number of computers that may use the program.
You may use and modify the website constructed specific for you as part of our website services. Portions of your website may be made available to the public or your club members as you choose.
b) Right to Copy. You may copy the Software for backup and archival purposes, provided that each copy is kept in your possession or control.
5. Prohibited Uses. You may not, without written permission from SPI:
a) Use, copy, modify, merge, or transfer copies of the Software except as expressly authorized in this Agreement;
b) Use any back-up or archival copies of the Software (or allow someone else to use such copies) for any purpose other than to replace an original copy if it is destroyed or becomes defective;
c) Disassemble, decompile or "unlock," reverse translate, or in any manner decode the Software for any reason;
d) Sublicense, lease, or rent the Software.
e) Use the software or website services for any illegal purpose.
f) Use the website services in a manner that is disruptive to others.
6. Limited Warranty:
a) Limited Warranty. We warrant that during your active subscription period the Software will perform substantially in accordance with the user documentation accompanying the Software.
b) Exclusive Remedies. Our entire liability and your sole and exclusive remedy for breach of the foregoing warranty shall be, at our option, to either (1) return the price you paid, or (2) repair or replace the Software that does not meet the foregoing limited warranty. This limited warranty is void if failure of the Software is caused by accident, abuse, or violation of this license agreement. Any replacement Software will be warranted as above.
c) WARRANTY DISCLAIMER. WE DO NOT WARRANT THAT THIS SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE EXTENT ALLOWED BY LAW, WE EXPRESSLY DISCLAIM ALL EXPRESS WARRANTIES NOT STATED HERE AND ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IF THIS SOFTWARE QUALIFIES AS A "CONSUMER PRODUCT" UNDER THE MAGNUSON-MOSS WARRANTY ACT, ANY IMPLIED WARRANTIES ARE LIMITED TO THIRTY (30) DAYS FROM THE DATE YOU ACQUIRED THE SOFTWARE FROM US OR FROM OUR AUTHORIZED DEALER, AND THEREAFTER ANY IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED.
Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This limited warranty gives you specific legal rights, and you may have other legal rights, which vary from state to state.
7. LIMITATION OF LIABILITY. OUR LIABILITY TO YOU FOR ANY LOSSES SHALL BE LIMITED TO DIRECT DAMAGES AND SHALL NOT EXCEED THE AMOUNT YOU ORIGINALLY PAID FOR THE SOFTWARE. IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
8. United States Government Restricted Rights. This section applies to all acquisitions of the Software by or for the federal government. By accepting delivery of the Software, the government hereby agrees that the Software qualifies as "commercial" computer software as that term is used in the acquisition regulations applicable to this procurement and that the government's use and disclosure of the Software is controlled by the terms and conditions of this Agreement to the maximum extent possible. This Agreement supersedes any contrary terms or conditions in any statement of work, contract, or other document that are not required by statute or regulation. If any provision of this Agreement is unacceptable to the government, SPI may be contacted as indicated below. If any provision of this Agreement violates applicable federal law or does not meet the government’s actual, minimum needs, the government agrees to return the unused Software for a full refund.
The following statement applies only to procurements governed by DFARS Part 227.4 (OCT 1988): The enclosed Software is provided with Restricted Rights -- Use, duplication, or disclosure by the U.S. Government or any of its agencies or instrumentalities is subject to restrictions as set forth in subparagraph (c)(1)(ii) [or (i)] of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988). Contractor Manufacturer is identified in section 14 below.
9. Export Controls. You acknowledge that the Software is subject to the export control laws and regulations of the United States and any amendments thereof. You agree that you will not directly or indirectly transfer the Software except in compliance with all applicable U.S. export laws and regulations.
10. Termination. This Agreement is effective until terminated. You may terminate this Agreement at any time by destroying all copies of the Software in your possession. This Agreement and your right to use this Software and Website Services automatically terminate if you fail to comply with any material provision of this Agreement. Upon termination, you must stop all use of the Software and must destroy any non-archive copies that remain in your possession.
11. Miscellaneous Provisions. This Agreement will be governed by and construed in accordance with the laws of California. This is the entire agreement between us relating to the software, and supersedes any prior purchase order, communications, advertising, or representations concerning the contents of this package. No change or modification of this Agreement will be valid unless it is in writing, and is signed by SPI.
12. Canadian Transactions: If you acquired this Software in Canada, you agree to the following:
The parties hereto have expressly required that the present Agreement and its Exhibits be drawn up in the English language. / Les parties aux présentes ont expressément exige que la présente convention et ses Annexes soient rédigées en langue Anglaise.
13. Contacting Software Pursuits, Inc.: Send sales inquires to Sales@SoftwarePursuits.com. Send support requests to Support@SoftwarePursuits.com. You may call SPI at +1-650-372-0900. Software Pursuits, Inc., 1500 Fashion Is Blvd, #205, San Mateo, CA 94404.
SOFTWARE UPGRADE AND SUPPORT PLAN
Software Pursuits, Inc. (SPI) is committed to providing our customers with quality products and expert support. A Upgrade and Support Plan is included in your subscription for the use of the Image Competition Manager and our Website Services during your active subscription period.
The services provided to under this Upgrade and Support Plan include:
· Version Upgrades – receive new versions of the product for no additional charge.
· Product updates – receive all bug fixes available for the software products purchased at no additional charge.
· Technical support -- assistance with setup and configuration of your software, response to questions about use and operation of the software and assistance in identifying and resolving problems with the use or operation of the software.
Throughout your Upgrade and Support Plan period, you will receive assistance from Software Pursuits' technical support staff. Technical support is available during SPI’s business hours (8am to 5pm, Pacific Time). Assistance is available by:
· Telephone: +1 (650) 372-0900
· Fax: +1 (650) 372-2912
· Email: support@softwarepursuits.com
· Web site: SoftwarePursuits.com
Upgrade and Support Plan Services consist of resolving problems you might have in using a software product and supplying you with new releases of the software. SPI will make its best effort to identify and resolve all questions and problems encountered by customers using its software products. SPI will maintain the software in a prompt and professional manner when problems are documented and submitted in a format prescribed by SPI. Problems must be reproducible in the unaltered portion of a supported release of the software. Problems may be resolved by issuing a) defect correction information, b) a restriction, c) a bypass or d) a new release of the Software.
As part of its Upgrade and Support Plan Services, SPI may issue new releases of the Software Product with fixes and enhancements. There will be no additional charge for enhancements that are generally made available to SPI’s customers without charge. SPI is not required to provide fixes for releases that have been superseded by a later release.
Notwithstanding the foregoing, you recognize that SPI is not required to supply any consulting or “debugging” services unless a Software Product proves faulty. SPI agrees to assist you in determining the nature of an information processing problem, and will inform you in advance if such assistance is billable by SPI. While SPI will make all reasonable attempts to fix any defects in its products, SPI cannot guarantee service results or warrant that all errors or Software defects will be corrected.
Product Updates - Subsequent Releases
During a Software Product’s Upgrade and Support Plan Period, SPI will make any subsequent Software release available to you without additional charge for your use on the licensed computer. A subsequent Software release has the same product name as the previous Software release.
Notification and Distribution of Software Updates
Notifications of new product updates are posted on the PhotoClubServices.com web site and notices may be sent via electronic mail to customers. It is your responsibility to make sure that SPI has your correct e-mail address.
Software Products are only delivered electronically.
