End user agreement for CorrectPhoto Digital Photo Editor
CorrectPhoto and ImageTitler Single User License Agreement and Limited Warranty
1. NOTICE. This PictoColor Single User License Agreement ("SULA") is a legal agreement for the PictoColor Software Product in which this SULA is contained, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation (collectively the "Software Product"), between you and PictoColor Corporation. ("PictoColor"). By installing, copying, or otherwise using the Software Product, you agree to be bound by the terms of this SULA. You must indicate your agreement to be bound by the terms of this SULA by pressing the "I ACCEPT" button on the Software Product's installation program, or else you will not be able to install the Software Product.
If you do not agree to the terms of this SULA, you may not install or use the Software Product; you may, however, within 30 days of your initial purchase of a copy of the Software Product, return the entire copy of the Software Product (including all computer media, packaging and documentation) either to PictoColor's Customer Service department or to the retailer from which you purchased the Software Product, for a refund of the amount indicated by your sales receipt for the Software Product, in which event your rights under this SULA are immediately terminated. If you are installing the Software Product on a computer that is not owned by you, you are bound to the terms of this SULA both in your individual capacity and as an agent of the owner of the computer, and your actions will bind the owner of the computer. You represent and warrant to PictoColor that you have the capacity and authority to enter into this Agreement on your own behalf as well as on behalf of the owner of the computer the Software Product is being installed upon. For purposes of this SULA, the "owner" of a computer is the individual or entity that has legal title to the computer or that has the possessory interest in the computer if it is leased or loaned by the actual title owner.
2. COPYRIGHT. The Software Product is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All title and copyrights in and to the Software Product (including but not limited to any images and photographs incorporated into the Software Product) are owned by PictoColor or its suppliers.
3. GRANT OF LICENSE. The Software Product is licensed, not sold. Subject to the condition that you are in compliance with the terms of this SULA you may install and use one copy of the Software Product on a single computer for use by a single simultaneous operator. No other use, copying or distribution of the Software Product is permitted. You may not rent the Software Product, nor may you offer use of it to others through an Internet online service or application service provider. If you are installing this copy of the Software Product as an upgrade, update, patch or enhancement previous release of the same Software Product which was installed on the same computer, your rights under the previous license agreement for the Software Product are terminated, and all of your use of the Software Product (including its previous versions) are solely under the terms of this license agreement.
4. LIMITATIONS. Except to the extent that such a restriction is unenforceable under local law, you may not reverse engineer, decompile, or disassemble the Software Product. The Software Product is licensed as a single product, and its component parts may not be separated for use on more than one computer. You may not modify, amend, or create derivative works of the Software Product.
5. TERM. If the Software Product that was distributed to you was labeled as an EVALUATION VERSION, TRIAL VERSION, or TRY & BUY VERSION (or its functional equivalent) (an "Evaluation Version"), the license granted under this SULA commences upon the installation of the Software Product and is effective for the term of the evaluation or trial following the date you install the Software Product (the "Evaluation Term"). Evaluation Version Software Products may include software code intended to disable their functionality after the expiration of the Evaluation Term. You may take no actions to circumvent the operation of such disabling code, and you accept all risks that might arise from such disabling code. If the Software Product was not distributed as an Evaluation Version, or if you converted an Evaluation Version installation of the Software Product to a non-Evaluation Version of the Software Product by authorized use of the conversion mechanism provided with the Software Product (in each case either being or resulting in a "Full-License Version"), the licenses granted under this SULA commence upon the installation of the Software Product and are effective in perpetuity unless terminated as per the terms of this Agreement.
6. TERMINATION. Upon the expiration of the Evaluation Term (if any), your rights under this SULA terminate automatically without notice from PictoColor. Without prejudice to any other rights, PictoColor may terminate this SULA or your rights under this SULA at any time if you fail to comply with the terms and conditions of this SULA. Upon termination of your rights under this SULA for any reason, or upon termination of the SULA itself, you must destroy all copies of the Software Product and all of its component parts in your possession (including all component parts, the media and printed materials, any previous versions, and this SULA). The terms of this paragraph shall survive any termination of this SULA.
7. TRANSFER. You may NOT transfer all of your rights under this SULA (except if your rights are in an Evaluation Version).
8. LIMITED WARRANTY. The warranties and disclaimers described in this paragraph are collectively the "Limited Warranty". PictoColor warrants to you (and only you) that the Software Product will perform substantially in accordance with the accompanying documentation (if any) for a period of ninety (90) days from the date of original purchase of a license to the Software Product from an authorized retailer or directly from PictoColor (or the date you have obtained authorization from PictoColor or an authorized retailer to convert an Evaluation Version to a Full-License Version) (in each case the "Purchase Date"). Implied warranties on the Software Product, to the extent required by applicable law, are limited to ninety (90) days from the Purchase Date. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PICTOCOLOR AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS WITH REGARD TO OR ARISING OUT OF THE SOFTWARE PRODUCT, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND/OR ACCURACY OF INFORMATION. The Limited Warranty is void if failure of the Software Product has resulted from accident, abuse, misapplication, use of the Software Product other than as described in the documentation issued by PictoColor, use of the Software Product in combination with other Software Products that are not described as compatible in the documentation issued by PictoColor, or your breach of the terms of this SULA. This warranty gives you specific legal rights, and you may also have other rights which vary from State to State. No individual (except a duly authorized officer of PictoColor) and no reseller or retailer has any authority to amend or add to any of the above representations and disclaimers.
9. YOUR REMEDY. Your exclusive remedy for any breach of the Limited Warranty is for you to give us notice of the breach by returning to PictoColor (at the address shown below) a copy of your purchase receipt for your copy of the Software Product and a description of the alleged breach, and then, at PictoColor's discretion, PictoColor shall either: (a) return the price you paid (if any) for the Software Product (at which time your rights under this SULA are deemed to have terminated); or (b) repair or replace the Software Product. The Limited Warranty period for any replacement Software Product will be extended for the remainder of the original warranty period or thirty (30) days after the replacement Software Product is delivered to you, whichever is longer. If your license is for an Evaluation Version, your exclusive remedy for any breach of this SULA, including a breach of the Limited Warranty, shall be to terminate your rights under this SULA. Your remedies described in this paragraph are your exclusive remedies, and shall not be deemed to fail in their essential purpose so long as PictoColor is willing to repair or replace the Software Product or return the price you paid for the Software Product.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PICTOCOLOR OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF PICTOCOLOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PICTOCOLOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS SULA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE PRODUCT OR US$5.00. 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.
11. STATEMENT CONCERNING U.S. GOVERNMENT USERS. The Software Product is commercial computer software developed exclusively at private expense, and in all respects is proprietary data belonging to PictoColor or its suppliers. The Software Product is comprised of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R § 12.212. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202-1 through § 227.7202-4, all U.S. Government licensees acquire the Software Product with only those rights set forth in this SULA.
12. SITE LICENCES. The owner of the computer that you are installing the Software Product upon may have entered into a broad license agreement with PictoColor governing the use of certain PictoColor products including this Software Product. To the extent that the owner of the computer has entered into such an agreement that specifically states that it governs the use of the Software Product on computers owned by the owner, then any conflict between that agreement and this SULA shall be resolved in favor of the terms of that agreement, but otherwise this SULA shall simultaneously govern your license to the Software Product.
13. THIRD PARTY WORKS. To the extent that any third party's intellectual property is incorporated within the Software Product, you agree that such third party is a third-party beneficiary of the terms of this SULA to the extent of the third party's license to PictoColor.
14. SAMPLES. The Software Product may be provided with certain "Sample Images" intended to demonstrate use of the Software Product or provide a base starting point for use of the Software Product. If Sample Images are provided, they are considered part of the Software Product for purposes of this SULA.
15. GENERAL. This SULA constitutes the entire agreement between you and PictoColor concerning the Software Product. No terms of any purchase order, acceptance, purported amendment, or any document or communication other than an agreement expressly agreed upon in writing by a duly authorized officer of PictoColor shall replace, modify, amend or override this SULA. If any provision of this SULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. No waiver by PictoColor of any breach of any term or provision of this SULA shall be construed to be a waiver of any preceding or succeeding breach of the same or any other term or provision hereof. Our various rights and remedies hereunder shall be construed to be cumulative and no one of them is exclusive of any other or of any right or remedy allowed by law or in equity. This SULA shall be governed by and construed in accordance with the laws of the State of Minnesota, USA (without regard to its choice of law principles), except to the extent the local law of your local jurisdiction requires use of your local jurisdiction's law, and shall benefit PictoColor, its successors and assigns. ANY CLAIM OR DISPUTE BETWEEN YOU AND PICTOCOLOR OR AGAINST ANY AGENT, EMPLOYEE, SUCCESSOR OR ASSIGNEE OF PICTOCOLOR, WHETHER RELATED TO THIS AGREEMENT OR OTHERWISE, AND ANY CLAIM OR DISPUTE RELATED TO THIS AGREEMENT OR THE RELATIONSHIP OR DUTIES CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING THE VALIDITY OF THIS ARBITRATION CLAUSE, SHALL BE RESOLVED BY BINDING ARBITRATION BY THE NATIONAL ARBITRATION FORUM TO BE HELD IN MINNEAPOLIS, MINNESOTA UNDER ITS CODE OF PROCEDURE THEN IN EFFECT. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. Information concerning such arbitration may be obtained, and claims may be filed, at any office of the National Arbitration Forum or at P.O. Box 50191, Minneapolis, MN 55405. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this SULA. Should you have any questions concerning this SULA, or if you need to contact PictoColor for any other reason, please contact: Customer Service, PictoColor Corporation, 12219 Wood Lake Drive, Suite 200, Burnsville, MN 55337 USA, Telephone: (952) 894-8890, E-mail: email@example.com.