End User License Agreement (EULA)
Software License
Welcome to Cooliris, Inc. By installing or using the Cooliris Software including but not limited to Cooliris Previews, PicLens, PicLens Lite, PicLens Publisher, and PicLens Plugin for WordPess, you agree to these software license terms and conditions (the "Software License") that supplement the Cooliris Terms of Service ("TOS") located at here. If you disagree with any of the terms below, Cooliris does not grant you a license to use the Cooliris Software. Certain information about you is subject to our Privacy Statement. For more information, see our full Privacy Statement at http://www.cooliris.com/site/company/privacy.php/. Cooliris reserves the right to update and change, from time to time, this Software License and all documents incorporated by reference. You can find the most recent version of this Software License at http://www.cooliris.com/site/company/privacy/. Cooliris may change this Software License by posting a new version without notice to you. Use of the Cooliris Software after such change constitutes acceptance of such changes.
1. Licensed Uses and Restrictions.
By accepting the terms of this Agreement, you represent to Cooliris Inc. and its affiliates (collectively, "Cooliris") that you are at least 18 years old. The Cooliris Software applications, documentation, and local computer files installed or utilized by the installer application (collectively, the "Cooliris Software") are owned by Cooliris, or Cooliris's licensors and content and data providers ("Cooliris 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 Cooliris Software, all updates, revisions, substitutions, and any copies of the Cooliris Software made by or for you. All rights not expressly granted to you are reserved by Cooliris or their respective owners.
Your license to the Cooliris 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 Cooliris Software and by uninstalling and destroying all your copies of the applicable Cooliris Software. This Software License terminates automatically if you violate any term of this Software License, Cooliris publicly posts a written notice of termination on Cooliris's web site, or Cooliris sends a written notice of termination to you.
a. YOU MAY:
(i) Install and personally use the Cooliris Software and any updates provided by Cooliris (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the Cooliris Software for your own noncommercial use or benefit.
(ii) Make copies of the Cooliris 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 Cooliris 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 U.S. Copyright Act) or improvements (as defined by U.S. patent law) based upon the Cooliris Software or any portion thereof;
(ii) Incorporate the Cooliris Software or any portion thereof into any computer chip or the firmware of a computing device manufactured by or for you;
(iii) Use the Cooliris Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Software License;
(iv) Use the Cooliris 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 Cooliris Software. You understand that the Cooliris 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 Cooliris is not responsible;
(v) Use or export the Cooliris Software in violation of applicable U.S. laws or regulations;
(vi) Sell, lease, loan, or sublicense the Cooliris Software or provide access thereto or derive income from the use or provision of the Cooliris Software, whether for direct commercial or monetary gain or otherwise, without Cooliris's prior, express, written permission; or
(vii) Use Cooliris Software in any manner that could damage, disable, overburden, or impair Cooliris's services or any of Cooliris's business partners' services (e.g., you may not use the Cooliris Software in an automated manner), nor may you use Cooliris Software in any manner that could interfere with any other party's use and enjoyment of Cooliris's services or Cooliris's business partners' services.
2. Ownership and Relationship of Parties.
The Cooliris Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. 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 Cooliris Software, this Software License or in the TOS. Cooliris and Cooliris's Licensors own all rights, title, and interest in and to their applicable contributions to the Cooliris 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 Cooliris, including (but not limited to) the Cooliris Software and Cooliris trademarks, and creates no relationship between yourself and Cooliris's Licensors, or between you and Cooliris other than that of Cooliris to licensee. The Cooliris Software and its components contain software licensed from Cooliris Licensors ("Licensor Software"). The Licensor Software enables the Cooliris Software to perform certain functions including, without limitation, access proprietary data on third-party data servers. You agree that you will use the Cooliris Software, and any data accessed through the Cooliris Software, for your own personal non-commercial use only. You agree not to assign, copy, transfer, or transmit the Cooliris Software, or any data obtained through the Cooliris Software, to any third party. Your license to use the Cooliris 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 Cooliris 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.
Cooliris may elect to provide you with customer support and/or software upgrades, enhancements, or modifications for the Cooliris Software (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Cooliris may change, suspend, or discontinue any aspect of the Cooliris Software at any time, including the availability of any Cooliris Software feature, database, or content. Cooliris may also impose limits on certain features and services or restrict your access to parts or all of the Cooliris Software or the Cooliris web site without notice or liability.
4. Disclaimer of Warranties by Cooliris.
USE OF THE COOLIRIS SOFTWARE AND ANY DATA ACCESSED THROUGH THE COOLIRIS SOFTWARE (SUCH AS STOCK QUOTES, MARKET INFORMATION, NEWS, OR OTHER INFORMATION) IS AT YOUR SOLE RISK. THEY ARE PROVIDED "AS IS." ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE COOLIRIS 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. COOLIRIS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "COOLIRIS ENTITIES") AND COOLIRIS LICENSORS DO NOT REPRESENT THAT THE COOLIRIS SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE COOLIRIS ENTITIES AND COOLIRIS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE COOLIRIS SOFTWARE, THE COOLIRIS SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE COOLIRIS SOFTWARE, THE COOLIRIS 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 COOLIRIS SOFTWARE, THE COOLIRIS SOFTWARE SERVICES OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE COOLIRIS ENTITIES OR THE COOLIRIS LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE COOLIRIS ENTITIES OR COOLIRIS 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 COOLIRIS ENTITIES AND COOLIRIS 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 COOLIRIS ENTITIES OR COOLIRIS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
i.THE USE OR THE INABILITY TO USE THE COOLIRIS SOFTWARE OR THE COOLIRIS 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 COOLIRIS SOFTWARE OR THE COOLIRIS SOFTWARE SERVICES;
iii.UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
iv.STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE COOLIRIS SOFTWARE SERVICES; OR
ANY OTHER MATTER RELATING TO THE COOLIRIS SOFTWARE OR COOLIRIS 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 COOLIRIS SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE COOLIRIS ENTITIES AND COOLIRIS LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. COOLIRIS MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE COOLIRIS SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE COOLIRIS 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 Cooliris's aggregate liability to you relating to, arising out of or in connection with the Cooliris Software or the Cooliris Software Services exceed the sum of one hundred United States dollars (US$100). By using the Cooliris Service and Cooliris Software Services, you expressly agree that the limitations on Cooliris's liability contained in this Software License are reasonable and constitute a material inducement to Cooliris providing the Cooliris Software and the Cooliris Software Services, without which Cooliris would not provide the Cooliris Software or the Cooliris Software Services.
6. Indemnification. You agree to indemnify and hold the Cooliris Entities and Cooliris 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 Cooliris Software or Cooliris 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. Government End Users. If the Cooliris Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Cooliris Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Software License apply.
8. Controlling Law. This Software License and the relationship between you and Cooliris is governed by the laws of the State of California without regard to its conflict of law provisions. You and Cooliris agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California. The United Nations Convention on the International Sale of Goods does not apply to this Software License.
9. No General Waiver; Severability. The failure of Cooliris 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.
10. Complete Agreement. This Software License, the TOS and the documents incorporated herein and therein by reference constitute the entire understanding between the parties respecting use of the Cooliris Software, superseding all prior agreements between you and Cooliris. In the event of any conflict between the terms and conditions of this Software License and those in the TOS, the terms and conditions of this Software License will control, except to the extent that the TOS impose additional restrictions and liabilities on your actions.
11. Surviving Provisions. Sections 2, and 4 through 12, will survive any termination of this Software License.