End user agreement for EZGenerator
OFFER TO CONTRACT
THIS IS AN OFFER TO CONTRACT. Read the following terms and conditions carefully before even installing, using, copying, transmitting or distributing this product because by installing, using, copying, transmitting or distributing this product, you agree to all of the terms of the Image Line End User License Agreement, as stated below.
IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS IMAGE LINE END USER LICENSE AGREEMENT then do not install, use, copy, transmit or distribute this (copy of the) product and promptly, in any case not later then five (5) working days after the date of purchase of or payment for the product(s) as evidenced by your order confirmation, receipt, or invoice, return the product unused along with a copy of order confirmation, receipt, or invoice an d a notice of disagreement to Image Line bvba, Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM. A duly returned product together with a complete 'Letter of Destruction', will be promptly refunded.
IF YOU CAN NOT COMPLY TO ANY OF THE TERMS OF THIS IMAGE LINE END USER LICENSE AGREEMENT due to statute, judicial order, or regulation, then you must (i) send a printed copy of the EULA back to Image Line, (ii) cite the statute or regulation that prohibits you from adhering to the EULA, and (iii) describe the limitations and the clause they affect. Except to the extent prohibited by statute or regulation, such description must be sufficiently detailed for a recipient of ordinary skill at computer programming to be able to understand it. Except to the extent prohibited by statute or regulation, in which case you have to comply with the terms of this EULA to the maximum extent possible, the installation, use, copy, distribution or modification of this software is subject to the acceptance of Image Line of the changed clauses. You may not install, use, copy, transmit or distribute this product than after you received a signed copy of the changed Image Line End User License Agreement.
IMAGE LINE END USER LICENSE AGREEMENT
This is an End User License Agreement, hereinafter referred to as EULA, between Image Line b.v.b.a. (limited liability company) registered in Belgium (N° RPR 0452.440.860), with registered office at Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, BELGIUM (hereinafter referred to as IL) and You, that applies, if not specified otherwise, to
(i.) present and future versions of EZGenerator and related software products as well as any updates, upgrades or maintenance releases of that software that are distributed by IL, hereinafter referred to as the Software; and
(ii.) the templates and artwork contained in the product package or by additional download from the Internet of the Software, including but not limited to web templates, stock images, flash components, PHP, JAVA and other scripts, digitally recorded sounds and MIDI, hereinafter referred to as the Web Templates.
"You" or "your" means you or of you, as an individual or as a legal entity exercising rights under, and complying with all of the terms of, this EULA. For legal entities, "you" includes any entity that controls, is controlled by, or is under common control with you. For purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
You expressly declare and warrant that you have the legal authority and capacity to enter into this EULA and that the information that has been and will be provided to IL is true and complete and that you will update such information promptly in case of changes.
Unless you have a different license agreement signed by IL your installation, use, copy, distribution or modification of the Software indicates your acceptance of all of the terms of this EULA.
This EULA identifies the terms under which you may install, use, copy, distribute or modify the Software.
YOUR USER RIGHTS
For as long as you are not in breach of the EULA and in consideration of payment of the license fee, IL hereby grants you, a personal, non-exclusive, non-transferable and revocable license, being the right to use this copy of the Software (and its user manual) as a single person who uses the Software personally on one or more computers or workstations.
You may personally access this copy of the Software through a network, provided that you as well as any other person who accesses this copy through the network has obtained a separate personal license, regardless of whether the Software is used at different times or concurrently. Any, even non-simultaneous, use by multiple people of a personally licensed copy of the Software is strictly prohibited. This is not a concurrent use license.
You may personally make one (1) back-up copy insofar as it is necessary for the use you may make of the Software.
You expressly declare that IL has provided you with a (online) user manual which describes the operation and operating procedures for the Software. This license explicitly does not include training or assistance or any other activities with respect of the utilization of the Software. You shall be responsible for installation of the Software on the computer(s) or workstation(s) and shall advise proper configuration of the hardware used, preparation of back-ups, and operating methods.
The Software and the Web Templates, in its entirety and each part of it, are protected by Belgian copyright laws, international treaty provisions (Convention of Bern) and European Directives. The stock images used as web template art in the Web Templates are only used in order to show the power and features of EZGenerator. It is in no way intended to breach any copyright or trademark if such would be applicable. All Trademarks, Copyrights, Trade Names and Logos are the property of their respective owners and such are hereby acknowledged. All stock images used in web template art does not confer or convey any rights or create any license towards the end-user.
If you are the owner of any such trademark or copyrighted material used in webtemplate art, please contact us to remove it if needed.
You acknowledge and agree that the Software, including but not limited to the source code, the structure and organization, and the Web Templates in its entirety and each part of it, are proprietary to IL and/or its partners and that IL and/or its partners retain exclusive ownership of all right, title and interest in and to the Software, Web Templates, documentation and trademarks. As producer(s) of the databases contained in the Software and the product package of the Software IL and/or its partners retain all sui generis rights in the content.
Notwithstanding the foregoing, IL shall in no event claim ownership rights to new and original web sites made by using the Software.
You shall not remove, modify, destroy or obscure any proprietary, trademark or copyright markings or notices. You will take all reasonable measures to protect IL's proprietary rights in the Software, the Web Templates, documentation and devices.
You are not granted any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises or licenses with respect to the Software or the Web Templates.
All rights of any kind in the Software and the Web Templates, which are not expressly granted in this EULA, are entirely and exclusively reserved to and by IL and/or its partners.
Without restricting the generality of the foregoing you shall not, nor give anyone permission to (i) rent, lease, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software, (ii) you may not make access to the Software available to others in connection with a service bureau, application service provider, or similar business, (iii) not alter or modify the Software, (iv) not export nor re-export the Software either directly or indirectly, without the prior written consent of IL and without export license required, (v) abide by all laws in the course of using the Software and not to use the Software for illegal purposes, and in general to use the Software in good faith and under conditions that can be considered as normal use, (vi) take all commercially reasonable precautions to prevent unauthorized use or misuse of the Software, (vii) be liable, to the extent possible by law, for holding IL and/or its contractors harmless for damages resulting from unauthorized and/or non-compliant use of the Software within your area of control, (viii) make no copies of the Software or documentation.
You shall also not, nor give anyone permission (i) to duplicate, rent, lease, modify, disassemble or create derivative works based on the Web Templates, (ii) you may not derive template variations from the Web Templates, (iii) resell or redistribute the Web Templates "as is" (i.e., stand alone) in any way, (iv) abide by all laws in the course of using the Web Templates and not to use the Web Templates for illegal purposes, and in general to use the Web Templates in good faith and under conditions that can be considered as normal use, (v) take all reasonable precautions to prevent unauthorized use or misuse of the Web Templates, (vi) be liable, to the extent possible by law, for holding IL and/or its partners harmless for damages resulting from unauthorized and/or non-compliant use of the Web Templates within your area of control.
IL may immediately terminate this EULA without cause or notice, should your conduct fail to conform to the terms and conditions of this EULA or of any other agreement with IL.
Upon termination, you will promptly return all copies (if any) of any and all Software to IL. You may not continue to use any portions of the Software in any way and under any circumstances this license has been terminated.
You will not be entitled to any refund of amount paid for the use the Software, or any other amounts for any reason.
Subject to the other provisions in this provision, IL warrants to you, the original licensee, that the media on which the Software is recorded will be free of defects in material and workmanship under normal use for a period of thirty (30) days from purchase, and that the Software will perform substantially in accordance with the user guide for a period of thirty (30) days from purchase. IL's sole responsibility under this warranty will be, at its option, (1) to use reasonable efforts to correct any defects that are reported to it within the foregoing warranty period or (2) to refund the full purchase price. IL does not warrant that the Software will be error free, nor that all program errors will be corrected. In addition, Image-Line Software makes no warranties if the failure of the Product results from accident, abuse or misapplication. All requests for warranty assistance shall be directed to IL at the following address: Kortrijksesteenweg 281, BE-9830 Sint-Martens-Latem, Belgium.
The express warranty set forth in the above provision is the only warranty given by IL with respect to the entire product package including Software and Web Templates and all accompanying files, data and materials IL makes no other warranties.
IL disclaims all warranties, either express or implied, including without limitation any warranties of merchantability, fitness for a particular purpose or title or warranty of non-infringement of any intellectual property or warranty against computer viruses. IL does not represent nor warrant that any service will at any moment be uninterrupted or fault-free.
Good data processing, data transformation or data modelling procedure dictates that any program be thoroughly tested with non-critical data before relying on it. The user must assume the entire risk of using the program. This disclaimer of warranty constitutes an essential part of the agreement.
In no event shall IL, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, be liable for any incidental, consequential, or punitive damages whatsoever relating to the use of the Software, the Web Templates, or your relationship with IL.
In addition, in no event does IL authorize you to use the Software in applications or systems where the Software's failure to perform can reasonably be expected to result in a significant physical injury, or in loss of life. Any such use by you is entirely at your own risk, and you agree to hold IL harmless from any claims or losses relating to such unauthorized use.
You agree to indemnify and hold harmless IL, or its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, for any claim or demand made by any third party due to or arising out of the use of the Software or the Web Templates.
You may not assign or try to assign or sublicense or otherwise deal with any of the rights and obligations under this EULA.
This Agreement is the complete statement of the Agreement between the parties on the subject matter, and merges and supersedes all other or prior understandings, purchase orders, agreements and arrangements.
IL respects and protects your privacy. The information collected during the installation, use or distribution of the Software will be used for the sole purpose of the proper functioning of the IL services. IL fully complies with the Belgian law of December 8, 1992, on privacy protection in relation to the processing of personal data as modified by the law of December 11, 1998, implementing the European directive of October 24, 1995. Unless otherwise agreed, IL shall not sell nor transfer your personal data to any third party. All requests about privacy should be sent at firstname.lastname@example.org.
The failure of IL to exercise or enforce any of its rights under this EULA is not to be taken as or deemed to be a waiver of that right.
Part or all of any clause of the EULA that is unenforceable, invalid or illegal will be severed from this EULA and will not in any way affect the validity, legality and enforceability of the remaining provisions contained herein. Any such unenforceable, invalid or illegal provision, term or condition shall be reformed only to the extent necessary to make it enforceable, valid or legal and shall be substituted by a new provision which reflects the original purpose and comes as close as possible to the original purpose of the invalid, illegal or unenforceable provision term or condition upon which the parties can agree upon without violation of any law or statutory provision.
Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this License.
AMENDMENT OF THE AGREEMENT
IL shall have the right to amend, modify or alter the present EULA from time to time without prior notice.
APPLICABLE LAW AND JURISDICTION
The enforceability, construction, interpretation, and validity of this EULA shall be governed by the laws of Belgium. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.
Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in courts located in Ghent (Belgium), and you consent to such jurisdiction and court.