End-User License Agreement
GPhotospace requires that you accept the following End-User License Agreement before installation can proceed:
End User License Agreement (EULA) Software License
By installing or using GPhotospace Software including but not limited to GPhotospace you agree to these software license terms and conditions (the "Software License") that supplement the GPhotospace Terms and Conditions ("T&C’s"). If you disagree with any of the terms below, GPhotospace does not grant you a license to use the GPhotospace Software. Certain information about you is subject to our Privacy Statement. GPhotospace reserves the right to update and change, from time to time, this Software License and all documents incorporated by reference. GPhotospace may change this Software License by posting a new version without notice to you. Use of the GPhotospace Software after such change constitutes acceptance of such changes.
1. Licensed Uses and Restrictions.
By accepting the terms of this Agreement, you represent to GPhotospace that you are at least 18 years old. The GPhotospace Software applications, documentation, and local computer files installed or utilized by the installer application (collectively, the "GPhotospace Software") are owned by GPhotospace, or GPhotospace's licensors and content and data providers ("GPhotospace Licensors"), and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. This Software License defines legal use of the GPhotospace Software, all updates, revisions, substitutions, and any copies of the GPhotospace Software made by or for you. All rights not expressly granted to you are reserved by GPhotospace or their respective owners.
Your license to the GPhotospace Software under this Software License continues until it is terminated by either party. You may terminate the Software License by discontinuing use of all of the GPhotospace Software and by uninstalling and destroying all your copies of the applicable GPhotospace Software. This Software License terminates automatically if you violate any term of this Software License, GPhotospace publicly posts a written notice of termination on GPhotospace's web site, or GPhotospace sends a written notice of termination to you.
a. YOU MAY:
(i) Install and personally use the GPhotospace Software and any updates provided by GPhotospace (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the GPhotospace Software for your own use or benefit.
(ii) Make copies of the GPhotospace Software in object code form and distribute such copies to others within your employer's organization or website, which can be commercial and non-commercial, provided that any such recipient has had an opportunity to review and agree to be bound by this Software License. If others within your organization or recipients of GPhotospace Software do not have this opportunity to review and agree and you would still like to distribute copies to them, you may do so provided that you have the legal right to bind your organization (and others within your organization) to this Software License.
b. YOU MAY NOT:
(i) Decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the Canadian Copyright Act) or improvements (as defined by Canadian patent law) based upon the GPhotospace Software or any portion thereof;
(ii) Incorporate the GPhotospace Software or any portion thereof into any computer chip or the firmware of a computing device manufactured by or for you;
(iii) Use the GPhotospace Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Software License;
(iv) Use the GPhotospace Software in connection with the operation of nuclear facilities, air traffic control systems, life support, or other similar mission critical application where human life or property may be jeopardized by the failure of the GPhotospace Software. You understand that the GPhotospace Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which GPhotospace is not responsible;
(v) Use or export the GPhotospace Software in violation of applicable CANADIAN laws or regulations;
(vi) Sell, lease, loan, or sublicense the GPhotospace Software or provide access thereto or derive income from the use or provision of the GPhotospace Software, whether for direct commercial or monetary gain or otherwise, without GPhotospace's prior, express, written permission; or
(vii) Use GPhotospace Software in any manner that could damage, disable, overburden, or impair GPhotospace's services or any of GPhotospace's business partners' services (e.g., you may not use the GPhotospace Software in an automated manner), nor may you use GPhotospace Software in any manner that could interfere with any other party's use and enjoyment of GPhotospace's services or GPhotospace's business partners' services.
2. Ownership and Relationship of Parties.
The GPhotospace Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the CANADIAN and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in the GPhotospace Software, this Software License or in the TOS. GPhotospace and GPhotospace's Licensors own all rights, title, and interest in and to their applicable contributions to the GPhotospace Software. Other than the limited license granted herein, this Software License grants you no right, title, or interest in any intellectual property owned or licensed by GPhotospace, including (but not limited to) the GPhotospace Software and GPhotospace trademarks, and creates no relationship between yourself and GPhotospace's Licensors, or between you and GPhotospace other than that of GPhotospace to licensee. The GPhotospace Software and its components contain software licensed from GPhotospace Licensors ("Licensor Software"). The Licensor Software enables the GPhotospace Software to perform certain functions including, without limitation, access proprietary data on third-party data servers. You agree that you will use the GPhotospace Software, and any data accessed through the GPhotospace Software, for your own personal use only. You agree not to assign, copy, transfer, or transmit the GPhotospace Software, or any data obtained through the GPhotospace Software, to any third party. Your license to use the GPhotospace Software, its components, and any third-party data, will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the GPhotospace Software, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this Software License against you directly in their own name.
3. Support and Software Updates.
GPhotospace may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the GPhotospace Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. GPhotospace may change, suspend, or discontinue any aspect of the GPhotospace Software at any time, including the availability of any GPhotospace Software feature, database, or content. GPhotospace may also impose limits on certain features and services or restrict your access to parts or all of the GPhotospace Software or the GPhotospace web site without notice or liability.
4. Disclaimer of Warranties by GPhotospace.
USE OF THE GPHOTOSPACE SOFTWARE AND ANY DATA ACCESSED THROUGH THE GPHOTOSPACE SOFTWARE IS AT YOUR SOLE RISK. THEY ARE PROVIDED "AS IS." ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE GPHOTOSPACE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE. GPHOTOSPACE, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "GPHOTOSPACE ENTITIES") AND GPHOTOSPACE LICENSORS DO NOT REPRESENT THAT THE GPHOTOSPACE SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE GPHOTOSPACE ENTITIES AND GPHOTOSPACE LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE GPHOTOSPACE SOFTWARE, THE GPHOTOSPACE SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE GPHOTOSPACE SOFTWARE, THE GPHOTOSPACE SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE GPHOTOSPACE SOFTWARE, THE GPHOTOSPACE SOFTWARE SERVICES OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE GPHOTOSPACE ENTITIES OR THE GPHOTOSPACE LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE GPHOTOSPACE ENTITIES OR GPHOTOSPACE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
5. Limitation of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE GPHOTOSPACE ENTITIES AND GPHOTOSPACE LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE GPHOTOSPACE ENTITIES OR GPHOTOSPACE LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
i.THE USE OR THE INABILITY TO USE THE GPHOTOSPACE SOFTWARE OR THE GPHOTOSPACE SOFTWARE SERVICES;
ii.THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE GPHOTOSPACE SOFTWARE OR THE GPHOTOSPACE SOFTWARE SERVICES;
iii.UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
iv.STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE GPHOTOSPACE SOFTWARE SERVICES; OR
ANY OTHER MATTER RELATING TO THE GPHOTOSPACE SOFTWARE OR GPHOTOSPACE SOFTWARE SERVICES.
DAMAGES EXCLUDED BY THIS SECTION 6 INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. INFORMATION PROVIDED THROUGH THE GPHOTOSPACE SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE GPHOTOSPACE ENTITIES AND GPHOTOSPACE LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. GPHOTOSPACE MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE GPHOTOSPACE SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE GPHOTOSPACE SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT OR HOURS OF AVAILABILITY. Without limiting the generality of the foregoing, in no event shall GPhotospace's aggregate liability to you relating to, arising out of or in connection with the GPhotospace Software or the GPhotospace Software Services exceed the sum of 1 Canadian dollars (CDN$1). By using the GPhotospace Service and GPhotospace Software Services, you expressly agree that the limitations on GPhotospace's liability contained in this Software License are reasonable and constitute a material inducement to GPhotospace providing the GPhotospace Software and the GPhotospace Software Services, without which GPhotospace would not provide the GPhotospace Software or the GPhotospace Software Services.
6. Indemnification. You agree to indemnify and hold the GPhotospace Entities and GPhotospace Licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the GPhotospace Software or GPhotospace Software Services, your violation of any terms or conditions of this Software License, your violation of applicable laws, or your violation of any rights of another person or entity.
7. Controlling Law. This Software License and the relationship between you and GPhotospace are governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You and GPhotospace agree to submit to the personal and exclusive jurisdiction of the courts located within province of British Columbia. The United Nations Convention on the International Sale of Goods does not apply to this Software License.
8. No General Waiver; Severability. The failure of GPhotospace to exercise or enforce any right or provision of this Software License shall not constitute a waiver of such right or provision. If any provision of this Software License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Software License remain in full force and effect.
9. Complete Agreement. This Software License, the T&C’s and the documents incorporated herein and therein by reference constitute the entire understanding between the parties respecting use of the GPhotospace Software, superseding all prior agreements between you and GPhotospace. In the event of any conflict between the terms and conditions of this Software License and those in the T&C’s, the terms and conditions of this Software License will control, except to the extent that the T&C’s impose additional restrictions and liabilities on your actions.
10. Surviving Provisions. Sections 2, and 4 through 10, will survive any termination of this Software License.
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