THIS ASF END-USER LICENSE AGREEMENT (THE "AGREEMENT") DETAILS THE TERMS AND CONDITIONS OF YOUR USE OF THE SOFTWARE PRODUCT. PRIOR TO DOWNLOADING, INSTALLING OR USING THE SOFTWARE PRODUCT, YOU SHOULD CAREFULLY REVIEW THIS AGREEMENT. REDISTRIBUTION OR RENTAL OF THE SOFTWARE PRODUCT IS NOT PERMITTED.
BY CLICKING THE ACCEPTANCE BUTTON OR INSTALLING OR USING THE SOFTWARE PRODUCT, THE INDIVIDUAL OR ENTITY LICENSING THE SOFTWARE PRODUCT ("CUSTOMER") IS VOLUNTARILY AND EXPRESSLY CONSENTING TO ENTER INTO THIS LEGAL AGREEMENT WITH ASF FOR LICENSING OF THE SOFTWARE PRODUCT. THE CUSTOMER MAY NOT PURCHASE, INSTALL, OR USE THE SOFTWARE PRODUCT UNLESS LICENSEE ACCEPTS ALL THE TERMS OF THIS AGREEMENT.
1. DEFINITIONS
"Acceptance" means that the Customer has accepted the terms of this Agreement
"ASF" means Applied Science Fiction, Inc., a Delaware corporation having a place of business at 8920 Business Park Drive, Austin, Texas 78759 USA.
"Customer" means you, the individual or entity purchasing, downloading, installing, or using the Software Product.
"Registration Code" means a software password unique to the Customer that enables the complete operation of the Software Product.
"Software Product" means the respective object code associated with ASF's proprietary software for image correction and enhancement as downloaded, installed or used by the Customer. Software Product expressly includes the fully operational software having the Registration Code, as well as any trial versions or other software having limited operability.
2. DOWNLOAD
2.1 Customer Information. Customer agrees to provide accurate Customer information during the downloading/registration process.
2.2 Payment. Customer agrees to pay ASF or its designee the purchase price for the Registration Code. Customer understands and agrees that the purchase price is a license fee and that ASF maintains ownership of the Software Product and Customer does not obtain any ownership rights in the Software Product
2.3 Failed Installation. ASF recognizes that Customer may fail to properly install the Software Product. After payment of the purchase price for the Registration Code, ASF shall reasonably allow the Customer to repeat the installation process until such time that the Software Product is successfully installed and enabled. In the event that the Software Product cannot be successfully installed or enabled, ASF shall have the right to provide the Customer with an electronic copy of the Software Product via other means or to refund the purchase price to the Customer.
3. LICENSE AND USE
3.1 Intellectual Property Rights. All right, title and interest in and to the Software Product, including but not limited to any and all copyrights, trade marks, images, photographs, animations, video, audio, music, text, and "applets", incorporated into the Software Product, the accompanying printed materials, and any copies of the Software Product are owned by ASF. The Software Product is protected by copyright laws and treaties, as well as trademark laws and treaties, patent laws and treaties, and other intellectual property laws and treaties.
3.2 License Grant. ASF HEREBY GRANTS TO CUSTOMER A PERSONAL, NON-EXCLUSIVE, AND LIMITED LICENSE TO USE THE SOFTWARE PRODUCT SOLELY FOR USE BY THE CUSTOMER IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. CUSTOMER DOES NOT HAVE THE RIGHT TO GRANT SUBLICENSES IN THE SOFTWARE PRODUCT OR OTHERWISE DISTRIBUTE THE SOFTWARE PRODUCT.
3.3 Installation and Use. Customer may install and use the Software Product on no more than one computer at a time. Customer shall limit access to the Software Product to a single user at any one time. Customer is expressly prohibited from using the Software Product in a multi-user environment. Customer is granted the right to make one (1) copy of the Software Product for archival purposes.
3.4 Limitations and Assignment. Customer shall not reverse engineer, decompile, or disassemble the Software Product, nor allow a third party to reverse engineer, decompile, disassemble or create derivative works of the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. ASF shall own any developments or derivative works that incorporate or use the Software Product or any portion thereof, and Customer hereby assigns and agrees to assign all right, title and interest in and to any such developments or derivative works of the Software Product.
3.5 Separation of Components. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one computer.
3.6 Use of Customer Information. ASF may use, and Customer hereby grants ASF the right to use, Customer's name and information in any customer reference list, press release issued by ASF regarding the licensing of the Software Product, billing purposes, advertising, notification of Customer of other products, services, and upgrades, or other such use as determined by ASF. ASF agrees not sell any Customer information to third party bulk advertising companies.
4. WARRANTY
4.1 No Warranties. THE SERVICES, PRODUCTS, AND ANY RELATED DOCUMENTATION, PROVIDED BY ASF IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OF THE SOFTWARE PRODUCT OR DOCUMENTATION, FITNESS FOR A CUSTOMER'S PURPOSE OR SYSTEM INTEGRATION, INFORMATIONAL CONTENT OR ACCURACY, NON-INFRINGEMENT, QUIT ENJOYMENT, AND TITLE. CUSTOMER AGREES THAT ANY EFFORTS BY ASF TO MODIFY ITS SERVICES, PRODUCTS, OR RELATED DOCUMENTATION, SHALL NOT BE DEEMED A WAIVER OF THESE LIMITATIONS, AND THAT ANY ASF WARRANTIES SHALL NOT BE DEEMED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
4.2 Limitation of Liability. CUSTOMER AGREES THAT ASF SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTION OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR OTHERWISE, EVEN IF ASF WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WAS NEGLIGENT OR GROSSLY NEGLIGENT. The entire risk arising out of use or performance of the Software Product remains with the Customer. If a particular state or jurisdiction does not allow such exclusion or limitation of liability, and, as such, some portion of the above limitation may not apply to Customer, ASF's total liability is limited to the greatest extent permitted by law.
5. GENERAL TERMS
5.1 Term. This Agreement is effective until terminated by ASF. Customer may terminate this Agreement by permanently deleting and destroying the Software Product, any back-up or archival copies, and any related documentation.
5.2 Termination. Without prejudice to any other rights, ASF may terminate this Agreement and all rights for Customer to use the Software Product, if the Customer fails to comply with the terms and conditions of this Agreement. In such event, the Customer must destroy all copies of the Software Product and all of its component parts.
5.3 Software Transfer. Customer may transfer their entire rights in the Software Product to another person or entity so long as such person or entity agrees to all the terms of this Agreement and Customer does not retain any copies of the Software Product. Customer may not lease or rent the Software Product.
5.4 Export Control. Customer agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software Product or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licensesand/or exemptions with respect to its own export of the Software Product from the United States. Neither the Software Product nor the underlying information or technology may be downloaded or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to United States trade sanctions covering the Software Product, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By downloading or using the Software Product, Customer expressly agrees to the foregoing and represents and warrants that it complies with these conditions.
5.5 Choice of Law. This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Texas, USA, without regard to the choice of law provisions of this or any other jurisdiction. Any suit hereunder will be brought solely in the federal or state courts in Texas, USA, and Customer hereby submits to the personal jurisdiction thereof. The 1980 United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to the Development Agreements. If Texas law is not held to apply to this Agreement for any reason, then in jurisdictions where warranties, guarantees, representations, and/or conditions of any type not provided hereunder may not be disclaimed, any such warranty, guarantee, representation and/or warranty is: (1) hereby limited to the period of either (a) thirty (30) days from the date of delivery; or (b) the shortest period allowed by law in the applicable jurisdiction if a thirty (30) day limitation would be unenforceable. If this product was acquired outside the United States, then local laws may apply.
5.6 Indemnity and Disputes. ASF shall not undertake to resolve any disputes or litigation on Customer's behalf involving the use of the Software Product, and Customer agrees to indemnify, hold ASF harmless, and defend ASF against any disputes involving the use of the Software Product. If any dispute arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
5.7 Severability. If, for any reason, any provision of this Agreement is held invalid, such invalidity shall not affect the remainder of this Agreement, and this Agreement shall continue in force and effect to the full extent allowed by law.
5.8. Language. No translation of this Agreement into any language other than English shall be of any effect in the interpretation of the Agreement.
5.9 Force Majeure. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
5.10 Independent Contractors. The parties are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other parties' prior written consent. Nothing herein is intended to, or shall be construed to, confer upon any person not a signatory party hereto any rights or benefits hereunder.
5.11 Contact. Should you have any questions concerning this Agreement, or if you desire to contact ASF for any reason, please write to: Applied Science Fiction, Inc., Software Sales Department, 8920 Business Park Drive, Austin, Texas 78759 USA.
5.12 Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto. This Agreement may be amended or modified only in writing, and shall only be effective after affixation of both parties' signatures.
5.13 Consent. The parties knowingly and express consent to the foregoing terms and conditions and each party is authorized to enter into this Agreement on behalf of its respective party.
IF YOU (CUSTOMER) DO NOT AGREE WITH ALL THE AFOREMENTIONED TERMS AND CONDITIONS, DO NOT COPY, INSTALL, OR USE THE SOFTWARE PRODUCT AND DESTROY ALL COPIES OF THE PRODUCT AND ANY ASSOCIATED DOCUMENTATION.
