End user agreement for ACDSee 9 Photo Manager
END USER LICENSE AGREEMENT
PLEASE READ THIS END USER LICENSE AGREEMENT (THE "AGREEMENT") CAREFULLY BEFORE USING THIS SOFTWARE.
NOTICE TO USER - BY RECEIVING AND/OR USING THIS ACD SYSTEMS LTD. ("ACD") SOFTWARE YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING USER AGREEMENT. THIS AGREEMENT IS A BINDING LEGAL AGREEMENT BETWEEN ACD AND THE PURCHASERS, USERS OR EVALUATORS ("YOU") OF THIS SOFTWARE. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, REMOVE THIS SOFTWARE FROM YOUR COMPUTER NOW AND, IF APPLICABLE, PROMPTLY RETURN TO ACD BY MAIL ANY COPIES OF THIS SOFTWARE AND RELATED DOCUMENTATION AND PACKAGING IN YOUR POSSESSION.
1. Definitions - "Software" means the computer software program that accompanies this Agreement and includes any available software user manuals, reference manuals and installation guides, or portions thereof, either in electronic or printed form, in any media whatsoever. "Use" of this Software means that You have loaded, installed, or run this Software on a computer or similar device. "Backup Copy" means one non-transferable copy of this Software created for archival purposes only that is not installed or Used on any computer or workstation (or number of users covered in a multi-user site license) except for back-up use during emergency situations. "Evaluation Version" means that You may evaluate the Evaluation Version of this Software without purchasing a license for a maximum of thirty (30) calendar days (the "Evaluation Period").
2. Software License
2.1 Grant - Subject to the terms of this Agreement, ACD grants to You a limited, non-exclusive, non-transferable license, without right to sub-license: to Use or evaluate the object code version of this Software in accordance with this Agreement and any other written agreement with ACD. ACD does not transfer title to this Software to You; the license granted to You is not a sale.
2.2 Installation and Use - You are responsible for installation of this Software. Your license to use this Software is limited to the number of licenses purchased by You. For more information about purchasing additional licenses of this Software please contact an authorized reseller or ACD directly through our online form:
You shall not allow others to Use, copy or evaluate copies of this Software. Others may obtain a copy of this Software from: http://www.acdsee.com/
2.3 Portable Computer Use - If You have purchased a license to use this Software and installed it on Your desktop computer, You may install a second copy of this Software on Your portable computer for Your exclusive use only.
2.4 Use Restrictions - You shall Use this Software in compliance with all applicable laws and not for any unlawful purpose. Without limiting the foregoing, Use, display or distribution of this Software together with material that is pornographic, racist, vulgar, obscene, defamatory, libelous, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age is strictly prohibited. Each licensed copy of this Software may be used on one single computer location or workstation. If You install this Software onto a multi-user platform, server or network, each and every individual user of this Software must be licensed separately or included by a multi-user or site license. Others may not Use or install Your copy of this Software. The assignment, sublicense, networking, sale, or distribution of copies of this Software is strictly forbidden without the prior written consent of ACD. It is a violation of this Agreement to assign, sell, share, loan, rent, lease, borrow, network or transfer the Use of this Software. Upon request by ACD, You agree to give ACD access to Your site during regular business hours solely for the purpose of ensuring compliance with this Agreement.
2.5 Transfer - Unless otherwise authorized herein, this Software and the license herein granted shall not be copied, shared, distributed, re-sold, offered for re-sale, transferred or sub-licensed in whole or in part except that You may make one Backup Copy for back-up use during emergency situations. For information about redistribution of this Software please visit http://www.acdsystems.com.
2.6 Intellectual Property Restrictions - ACD's name, trademarks, logo and graphics file that represents this Software shall not be used in any way to promote products developed with this Software. This Software contains copyrighted material, trade secrets and other proprietary material. You will not deliver, disclose, or convey to any third party, either directly or indirectly, the contents of this Software. You shall not, and shall not attempt to, modify, reverse engineer, disassemble or decompile this Software or alter or remove any proprietary rights or copyrights notice or identification which indicates ACD's ownership of this Software. You shall not create any derivative works or other works that are based upon or derived from this Software in whole or in part. ACD retains sole and exclusive ownership of all right, title and interest in and to this Software and all intellectual property rights relating thereto. This Software is protected without limitation by Canadian copyright law and international copyright treaty provisions. All rights not expressly granted hereunder are reserved for ACD.
2.7 Limitation of Responsibility - You will indemnify, hold harmless, and defend ACD, its employees, agents and distributors against any and all claims, proceedings, demands and costs resulting from or in any way connected with Your use of this Software. IN NO EVENT (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF NEGLIGENCE) WILL ACD, ITS EMPLOYEES, AGENTS, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION OR DATA), IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THIS SOFTWARE OR THE USE OR INABILITY TO USE THIS SOFTWARE OR THE FURNISHING, PERFORMANCE OR USE OF ANY OTHER MATTERS HEREUNDER WHETHER BASED UPON CONTRACT, TORT OR ANY OTHER THEORY INCLUDING NEGLIGENCE AND REGARDLESS OF WHETHER ACD HAS BEEN ADVISED OF THIS POSSIBILITY OF SUCH DAMAGE. ACD's AND ITS SUPPLIERS ENTIRE LIABILITY, WITHOUT EXCEPTION, IS LIMITED TO REIMBURSEMENT TO YOU OF THE PURCHASE PRICE OF THIS SOFTWARE (MAXIMUM BEING THE LESSER OF THE AMOUNT PAID BY YOU AND THE SUGGESTED RETAIL PRICE AS LISTED BY ACD) IN EXCHANGE FOR THE RETURN OF THE PRODUCT, ALL COPIES, REGISTRATION PAPERS AND MANUALS, AND ALL MATERIALS THAT CONSTITUTE A TRANSFER OF LICENSE FROM YOU BACK TO ACD. Such reimbursement will only occur if this Software was purchased directly from ACD. If You purchased this Software through a reseller, distributor, retailer, or third party, Your agreement with such parties will govern and You may be able to request a refund directly from such parties.
2.8 Warranties - This Software is provided to Licensee "as is" without representation, warranty or condition of any kind. ACD MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS IN RESPECT OF THIS SOFTWARE AND EXPRESSLY EXCLUDES ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ACD DOES NOT WARRANT THAT THIS SOFTWARE WILL OPERATE ON A CONTINUOUS OR ERROR FREE BASIS.
2.9 Export Compliance - You agree that this Software will only be exported, transferred or shipped in compliance with the United States Export Administration Act and the export laws and restrictions of any other country where this Software is Used. The license granted to You under this Agreement is on the condition that You comply with applicable export control legislation and You acknowledge that this license will be revoked if You do not comply with this section.
2.10 Governing Law - This Agreement shall be governed exclusively by the laws of the Province of British Columbia and the laws of Canada applicable therein except any principles regarding conflicts of law rules, the United Nations Convention on Contracts for the International Sale of Goods and the International Sale of Goods Act (B.C.). You hereby irrevocably attorn and submit to the non-exclusive jurisdiction of the courts of Victoria, British Columbia, and any competent courts of appeal therefrom. If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.
2.11 Termination - Any failure by You to comply with the terms and conditions of this Agreement will result in automatic and immediate termination of this Agreement including the license hereunder. Upon termination of this Agreement for any reason, You agree to immediately cease Use of this Software and destroy all copies of this Software. The financial obligations incurred by You shall survive the expiration or termination of this Agreement including this Agreement.
3. Evaluation Software
3.1 Evaluation Version Use -You may evaluate the Evaluation Version of this Software without purchasing a license for the Evaluation Period. On or before the expiration of the Evaluation Period, You must purchase a license from ACD (or an authorized reseller or distributor) in order to continue to use this Software, or You are required to remove this Software and any Back-Up Copy from Your computer immediately following the expiration of the Evaluation Period. For more information about purchasing a license to use this Software, please contact ACD Customer Service.
3.2 Evaluation Version Distribution - The Evaluation Version of this Software may be freely distributed, provided that: (a) such distribution includes only the original archive supplied by ACD. You may not alter, delete or add any files in the distribution archive or modify this Software in any way; (b) the limited evaluation nature of this Evaluation Version Software is not misrepresented; (c) no money is charged to the person receiving this Evaluation Version Software, beyond reasonable cost of packaging and other overhead; (d) You provide prior email or written notice to ACD at the email address or fax number listed above that You are distributing this Evaluation Version and, if this Software is being distributed with other media or software, ACD's prior written approval is required. To obtain prior written approval, please contact ACD. You may be required to report to ACD the number of units of this Evaluation Version Software distributed from time to time.
4.1 Registration - To register this Software You can do one of the following: 1) complete and mail the printed registration card (if applicable) to ACD; 2) submit the registration information online through the registration screen found within this Software (if applicable); or 3) submit the registration information online through ACD's Support pages at http://www.acdsystems.com. As a registered user, You will have the option to receive helpful information and special email offers for ACD customers, as well as ACD's monthly newsletters featuring tips, tricks, updates and savings.
4.3 General Provisions - The provisions herein constitute the entire Agreement between the parties and supersedes all previous expectations, understandings, communications, representations and agreement whether verbal or written between the parties with respect to this subject matter hereof. If any provision of this Agreement is unenforceable or invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or validity of the remaining provisions of this Agreement and such provision shall be severable from the remainder of this Agreement. The English version of this Agreement shall be used for interpreting and construing the meanings of any provisions herein.
5. Third Party Notices - This Software also contains software of ACD's suppliers which is used in accordance with the notices reproduced below, which notices You acknowledge and agree to together with the remainder of this Agreement.
Portions of this software are based in part on the work of the Independent JPEG Group.
This software contains portions of imaging code owned and copyrighted by Pegasus Imaging Corp., Tampa FL, ALL RIGHTS RESERVED.
CD/DVD recording software developed under license from Padus, Inc. - http://www.padus.com
MPEG 1 codec provided by Mainconcept AG. Copyright (c) 1999/2000-2006 Mainconcept AG.
Portions utilize Microsoft Windows Media Technologies. Copyright (c) 1999-2002 Microsoft Corporation. All Rights Reserved
This product includes DNG technology under license by Adobe Systems Incorporated. More information may be found at: http://www.adobe.com/products/dng/main.html. All rights reserved.
TIFF support based on LibTIFF, Copyright (c) 1988-1997 Sam Leffler, Copyright (c) 1991-1997 Silicon Graphics, Inc. This notice must appear in all copies of the Software and related documentation. The names of Sam Leffler and Silicon Graphics may not be used in any advertising or publicity relating to the software without the specific, prior written permission of Sam Leffler and Silicon Graphics. THE SOFTWARE IS PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SAM LEFFLER OR SILICON GRAPHICS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.