Touchpoint Gallery distribution permissions and end-user license agreement

Touchpoint Studios Inc. End User License Agreement (EULA)

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IMPORTANT-Read carefully: this Touchpoint Studios Inc. End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Touchpoint Studios Inc. for the software and may include associated media, printed materials and any "online" or electronic documentation ("SOFTWARE"). This EULA is software and grants the end-user license rights only if the SOFTWARE is genuine Touchpoint Studios Inc. SOFTWARE. By installing, copying or otherwise using the SOFTWARE you agree to be bound by the terms of this EULA. If you do not agree to be bound by the terms of this EULA, do not install or use the SOFTWARE.

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1. GRANT OF LICENSE. Touchpoint Studios Inc. ("Touchpoint") grants you the following rights to the copy of the enclosed SOFTWARE provided that you comply with all terms and conditions of this EULA.

1.1 Installation and Use

YOU MAY:
a) Install the SOFTWARE on only one (1) computer or workstation;
b) install one (1) additional copy of the SOFTWARE on a second, portable device for the exclusive use of the primary user of the first copy of the SOFTWARE;
c) Make no more than one (1) copy of the SOFTWARE in machine readable form, solely for back-up purposes, provided that you reproduce all proprietary notices on the copy;

YOU MAY NOT:

a) Rent, lend, transfer, distribute, or grant any rights in the SOFTWARE in any form to any person without the written consent of Touchpoint;
b) Remove any proprietary notices, labels, or marks from the SOFTWARE.

1.2 License Grant for Templates

The SOFTWARE may include Templates. You are not licensed to do any of the following:
a) You may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the Templates.
b) You may not distribute the Templates available via Internet-based services as part of any product or service.

1.3 License Grant for Picture Sources

The SOFTWARE may include Picture Sources. You are not licensed to do any of the following:
a) You may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the Picture Sources.
b) You may not distribute the Picture Sources available via Internet-based services as part of any product or service.

Many Picture Sources are based on experimental 3rd party APIs that are currently offered to outside developers on an ad hoc basis with no guarantee of uptime or availability of continued service. Many of these companies reserve the right to disable access to external applications at any time. Touchpoint makes no guarantees to the availability of these Picture Sources and is not responsible for the content they provide.

2. RESERVATION OF RIGHTS AND OWNERSHIP. Touchpoint reserves all rights not expressly granted to you in this EULA. The SOFTWARE is protected by copyright and other intellectual property laws and treaties. Touchpoint or its suppliers own the title, copyright, and other intellectual property rights in the SOFTWARE. The SOFTWARE is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Touchpoint.

3. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY. You may not reverse engineer, decompile, or disassemble the SOFTWARE, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

4. LINKS TO THIRD PARTY SITES. Touchpoint is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Touchpoint is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by Touchpoint of the third-party site or service.

5. ADDITIONAL SOFTWARE/SERVICES. This EULA applies to updates, supplements, Templates, Picture Sources, or Internet-based services components, of the SOFTWARE that Touchpoint may provide to you or make available to you after the date you obtain your initial copy of the SOFTWARE, unless they are accompanied by separate terms. Touchpoint reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the SOFTWARE.

6. UPGRADE PRODUCTS. To use SOFTWARE identified as an upgrade, you must first be licensed for the SOFTWARE identified by Touchpoint as eligible for the upgrade. After installing the upgrade, you may no longer use the original SOFTWARE that formed the basis for your upgrade eligibility, except as part of the upgraded SOFTWARE.

7. LIMITATION OF LIABILITY. Touchpoint`s liability arising out of this Agreement shall not exceed the amounts paid by you to obtain the SOFTWARE. In no event will Touchpoint be liable for any loss of data, lost opportunity of profits, cost of cover, or special, incidental, consequential, or indirect damages arising from the use of the SOFTWARE in this Agreement, however caused and on any theory of liability. These limitations will apply even if Touchpoint or an authorized dealer has been advised of the possibility of such damage, and notwithstanding any failure of essential purpose of any limited remedy. You acknowledge that the amount paid for the SOFTWARE reflects this allocation of risk. Touchpoint makes no warranty that (i) the SOFTWARE will meet your requirements, (ii) the use of the SOFTWARE will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the SOFTWARE will be accurate or reliable, (iv) the quality of the SOFTWARE will meet your expectations, (v) any errors in the SOFTWARE will be corrected, and/or (vi) you may use, practice, execute, or access the SOFTWARE without violating the intellectual property rights of others. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

8. EXPORT RESTRICTIONS. You agree that you will not export or re-export the SOFTWARE in any form without the appropriate United States and foreign government licenses, and Touchpoint`s written approval. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments. Your failure to comply with this provision is a material breach of this contract. If you need advice on such export laws and regulations, you should contact the U.S. Department of Commerce, Export Division, Washington, DC 20230, USA, for clarification.

9. SEPARATION OF COMPONENTS. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one device.

10. SOFTWARE TRANSFER. Internal. You may transfer your copy of the SOFTWARE to a different device. After the transfer, you must completely remove the SOFTWARE from the former device. Transfer to Third Party. If you are the person who initially licensed the SOFTWARE, you may make a one-time permanent transfer of this EULA, SOFTWARE to another end user, provided that you do not retain any copies of the SOFTWARE. This transfer must include all of the SOFTWARE (including all component parts, the media and printed materials, any upgrades, this EULA, and, the license details). The transfer may not be an indirect transfer, such as a consignment. Prior to the transfer, the end user receiving the SOFTWARE must agree to all the EULA terms.

11. TERMINATION. This Agreement is effective until terminated. You may terminate this Agreement at any time by removing from your system and destroying all copies of the SOFTWARE and the accompanying documentation. Without prejudice to any other rights, Touchpoint may terminate this EULA if you fail to comply with the terms and conditions of this EULA. Upon termination of this Agreement, the license granted herein will terminate and you must immediately destroy the SOFTWARE and accompanying documentation, and all back-up copies thereof.

12. LIMITED WARRANTY FOR SOFTWARE ACQUIRED IN THE US AND CANADA. Touchpoint warrants that for a period of ninety (90) days from the date of sale of the SOFTWARE to you, the SOFTWARE, under normal use, will perform substantially in accordance with the accompanying written materials. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (NINETY DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you. Any supplements or updates to the Software, including without limitation, any (if any) service packs or hot fixes provided to you after the expiration of the ninety day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES. Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Touchpoint, YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the SOFTWARE does not meet Touchpoint`s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. Touchpoint`s entire liability and your exclusive remedy under this warranty (which is subject to you returning the SOFTWARE to Touchpoint) will be, at Touchpoint`s option, to a) replace the SOFTWARE or b) to refund the purchase price and terminate this Agreement. You will receive the remedy elected by Touchpoint without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the SOFTWARE to Touchpoint). This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Touchpoint will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Touchpoint`s warranty remedy procedures. Some jurisdictions do not allow the exclusion of implied warranties so that the above exclusions may not apply to you. This warranty gives you specific legal rights. You may also have other rights which vary from jurisdiction to jurisdiction. Outside the United States or Canada, neither these remedies nor any product support services offered by Touchpoint are available without proof of purchase from an authorized international source.

13. DISCLAIMER OF WARRANTIES. The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Touchpoint and its suppliers provide the SOFTWARE and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, SOFTWARE, and related content through the SOFTWARE or otherwise arising out of the use of the SOFTWARE. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.

14. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TOUCHPOINT OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF TOUCHPOINT OR ANY SUPPLIER, AND EVEN IF TOUCHPOINT OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable.

16. MISCELLANEOUS. This is the entire Agreement between the parties relating to the subject matter hereof and no waiver or modification of the Agreement shall be valid unless signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is governed by the laws of the Province of Ontario, Canada, without reference to conflict of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the provincial and federal courts located in the Province of Ontario, Canada, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Should you have any question about this Agreement, or if you desire to contact Touchpoint Studios Inc. please write: Touchpoint Studios Inc., 44 Jackes Ave, Suite 1214, Toronto, ON, M4T1E5, Canada or visit Touchpoint on the World Wide Web at http://www.touchpointstudios.com.

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