End user agreement for PerfectLum Suite
QUBYX SOFTWARE LICENSE AGREEMENT
This License Agreement ("Agreement") is a legal contract between You, a user ("You"), and QUBYX LTD, NICE, France ("QUBYX") for the QUBYX software identified above, which encompasses all material and software accompanying this Agreement, including computer software, the associated printed material, readme file, the online help, and any other accompanying information and documentation (collectively, "Software").
By clicking the acceptance button, installing, or otherwise using the Software, You are consenting to be bound by the terms of this Agreement. If You do not agree to all of the terms of this Agreement, QUBYX is not willing to license the Software to You. If You do not agree to be bound by the terms of this Agreement, click the button that indicates You do not accept its terms, do not install, copy, or otherwise use the Software, and contact QUBYX (in France +33 (0)870 406 212) for instructions on how to return the unused Software.
1 Software License
a) Grant of License
QUBYX hereby licenses to the extent described below the use of, but does not sell the Software to You. You acknowledge that You do not acquire any rights of ownership or title in the Software. You own the media and the dongle, if any, on which the Software resides and is copy-protected, respectively, but QUBYX retains all right, title and interest in and to the Software, which is the subject of copyright, trade secret, trademark and patent rights, among other intellectual property and proprietary rights ("Proprietary Rights").
b) Restricted use
QUBYX hereby grants You under all its Proprietary Rights the personal, non-exclusive right to install and use the Software for its intended purpose in connection with ICC-profiles and LUT´s (Look Up Tables), in particular the creation thereof on a single personal computer or workstation and to make one copy of the Software in machine-readable form for backup purposes only. You must reproduce on any such copy the copyright notices and any other proprietary legends that were on the original copy of the Software. QUBYX grants no rights or license of any kind to the Software to You other than those expressly granted above.
c) Additional Specified Restrictions
For the avoidance of doubt, the limited license to use the Software granted above places in particular the following limitations and restrictions on Your use of the Software.
i) Reverse Engineering and Decompilation
You understand and acknowledge that the codes, structures, methods and other elements comprising the software are confidential to and trade secrets of QUBYX. Accordingly, You may not disassemble, decompile, reverse engineer or otherwise attempt to create or derive source codes for the computer program comprising the Software or reduce such programs of any of their component structures, algorithms or other elements to a human-perceivable form. You may not modify or translate any part of the Software.
ii) No other Use
Except as expressly permitted in Section 1(a) above, You may not disclose, distribute, modify, make or have made any copies of the Software, in whole or in part, nor sell, rent, lease, license or lend the Software without the prior written authorization of QUBYX.
iii) Multiple installation / Single Use at the time
The Software may be used by You on one single personal computer or workstation at the time. Specifically, You may install the Software on more than one computer at Your premises or at Your home at a time, however, the use of the Software must always be connected with the use of the dongle provided by QUBYX. You are not permitted to circumvent the protection given by the dongle. Furthermore, it is not allowed to use the Software or to network the Software to multiple computers or terminals without first obtaining an expanded license from QUBYX to cover such additional users and computers. QUBYX may replace the dongle by any other means of protection without previous announcement.
2 Use of LUT (Look Up Table) and profiles
a) The Software is licensed for use only as follows:
(i) To create LUT´s and profiles on the specific input or output device that You own or otherwise possess and for which they were created ("Your Device"). You may make these LUT´s and profiles available to third parties only in circumstances in which the third party will be optimizing images that have been created on, or will be output on, Your Device, provided that Your Device continues to be owned by You or in Your possession at such time that a profile is made available to such third party; or
(ii) to create LUT´s and profiles by using reference characteristic data which are publicly and without consideration provided by professional or trade associations like standardization institutes to be used for their intended purpose.
b) No Distribution of generic LUT´s and profiles
This Agreement does not grant You the right to distribute or embed created LUT´s and profiles, also not under Your private label, into any software, devices or consumables like Computer Displays, Digital cameras, Printers, Projectors ,paper that You manufacture, market or distribute to third parties. If You wish to create LUT´s and profiles for this purpose, You will need a separate license for each device. With regard to generic LUT´s and profiles created by non-profit organizations like the ECI, QUBYX is however prepared to permit to embed such LUT´s and profiles into any software, devices or consumables to be distributed commercially by an agreement on a case by case basis. For information on a separate license You may contact firstname.lastname@example.org. .
3 Copyrights, Trademarks and Patents
The marks "PerfectLum", "PressProof", "Display4Proof", "QUBYX", "ChromaView", as well as QUBYX's logo are trademarks or registered trademarks of QUBYX or its affiliated companies. The technology in this product is covered by European patents, with additional U.S. and international patents pending. The Software, including, without limitation, any images, and text incorporated therein as well as the ICC-profiles and LUT´s created by You are the subject of international copyright protection. This Agreement grants You no other rights, licenses, or interests of any kind in or to such copyright, trademarks and patents, other than as granted herein. You agree that You will assert no other rights, licenses or interests other than those granted herein or otherwise challenge QUBYX or QUBYX's affiliated Companies exclusive ownership of such copyrights, trademarks and patents.
4 Duty to Inform
You agree to make reasonable efforts to notify and inform everyone having access to the Software or the computer on which it is installed of all the applicable restrictions limiting use of the Software, as well as Your other duties and obligations under this Agreement. You agree to provide notice to QUBYX immediately after learning of or having reason to suspect a breach of any of the restrictions set forth in this Agreement.
This Agreement is effective until terminated. You may terminate this Agreement at any time by returning to QUBYX any disks, CDs and any associated dongles as well as the associated documentation or other copies of the Software under Your control, together with written notice of Your intent to terminate this Agreement. If You fail to comply with any provision of this Agreement, this Agreement will automatically and immediately terminate without notice from QUBYX or the requirement of any other action by QUBYX. Upon termination by QUBYX, You must destroy or return to QUBYX all copies of the Software in Your control.
You agree that QUBYX may, on a non-exclusive basis, use for any purpose, in any media now known or hereafter devised, all suggestions, improvements, and any other information, ideas, concepts, know-how, works of authorship, and inventions (including corrections to problems with the Software, whether written or oral) (collectively, "Improvements") developed by You during the term of this Agreement. You will promptly notify QUBYX of all such Improvements without any duty of accounting or other compensation by QUBYX.
7 Government Licensee
If You are acquiring the Software on behalf of any unit or agency of the United Sates Government, the following provisions apply. The Government acknowledges QUBYX's representations that (a) the Software was developed at private expense, contains information that is confidential and proprietary to QUBYX, is a trade secret and is copyrighted; and (b) the Software is "Restricted Computer Software" as that term is defined in Clause 52.227-19 of the Federal Acquisition Regulations ("FAR") and is "Commercial Computer Software" as that term is defined in the Department of Defense Federal Acquisition Regulation Supplement ("DFARS"). The Government agrees that if the Software is supplied to the Department of Defense ("DoD"), the Software is classified as "Commercial Computer Software" and the Government is acquiring only "limited rights" in the Software as that term is defined in Clause 252.227-7013(a)(13) of the DFARS. If the Software is supplied to any unit or agency of the United States Government other that DoD, the Government agrees that the Software is classified as "Restricted Computer Software" and the Government's rights in the Software will be as defined in Clause 52.227-19(c)(2) of the FAR.
8 No Warranties
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND. QUBYX EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE; AND ANY WARRANTIES OF NON-INFRINGEMENT OF ANY THIRD PARTY'S PATENT(S), TRADE SECRET(S), TRADEMARK(S), COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY RIGHTS. QUBYX DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS IN THE SOFTWARE WILL OR CAN BE CORRECTED. FURTHERMORE, QUBYX DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY QUBYX OR QUBYX'S AUTHORIZED REPRESENTATIVE OR ANY REPRESENTATION MADE BY QUBYX OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE ANY WARRANTY.
9 Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL QUBYX BE LIABLE FOR ANY LOST REVENUE OR PROFITS OR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF QUBYX OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR SUCH DAMAGES WERE CAUSED BY QUBYX'S NEGLIGENCE. IN NO EVENT SHALL QUBYX'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE SOFTWARE.
a) The material laws of France shall govern the interpretation and enforcement of this Agreement. If You are in North America, the material laws of the State of New York shall govern the interpretation and enforcement of this Agreement.
b) If any term or provision of this Agreement or application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than that which is held to be unenforceable or invalid, shall not be affected thereby, and each such term and provision shall be valid and be enforced to the full extent permitted by law.
c) This Agreement constitutes the entire understanding of the parties with respect to the Software and supersedes all prior and contemporaneous agreements, understandings, representations, warranties, promises and other communications of any kind, whether written or oral, between the parties with respect to the Software. No alteration, modification, variation or waiver of this Agreement, or any of the provisions hereof shall be effective unless executed by both parties in writing.