License

Software License – Terms and conditions 1. Preamble: This Agreement governs the relationship between the individual or Business Entity, (hereinafter: Licensee) and Brent Clark, a private person whose principal place of business is 601 Orange St, Chico CA (hereinafter: Licensor). This Agreement sets the terms, rights, restrictions and obligations on using software provided by Photoscreenprint.com, including YRGBK, SimRip, Custom Black and Custom White (hereinafter: The Software) created and owned by Licensor, as detailed herein. 2. License Grant: This software is Licensed, not sold. Licensor hereby grants Licensee a Personal, Non-assignable & non-transferable, Perpetual, Non-commercial, Without the rights to create derivative works, Non-exclusive license, all with accordance with the terms set forth and all legal restrictions applicable to licensed Software. a. Limited: Licensee may use Software for the purpose of: 1. Running Software on Licensee’s workstation, Limited to 3 individual installations; 2. Distributing Software’s results (hereinafter: Output) to Licensee and 3rd Parties. Output is the result of the operations performed by the software on images or data provided by the Licensee. b. Perpetual. This license is granted perpetually, as long as you do not materially breach it. c. Binary Restricted: Licensee may Not sublicense The Software individually or as a part of a larger work containing more than The Software. d. Non Assignable & Non-Transferable: Licensee may Not assign or transfer their rights and duties under this license. e. Commercial uses: Licensee may Not offer use of Software for Commercial Access. For the purpose of this license, Commercial Access means that a 3rd party is able to to access the Software on the licensees server, or that a Website runs the Software, with or without a paywall. Licensee may use The Software to prepare, create or generate Output to be used privately or commercially by Licensee or a 3rd party. 3. Term & Termination: The Term of this license shall be until terminated. Licensor may terminate this Agreement, including Licensee’s license in the case where Licensee : a. became insolvent or otherwise entered into any liquidation process; or b. exported The Software to any jurisdiction where licensor may not enforce his rights under this agreements in; or c. Licensee was in breach of any of this license’s terms and conditions and such breach was not cured, immediately upon notification; or d. Licensee in breach of any of the terms of clause 2 to this license; or e. Licensee otherwise entered into any arrangement which caused Licensor to be unable to enforce his rights under this License. 4. Upgrades, Updates and Fixes: Licensor may provide Licensee, from time to time, with Upgrades, Updates or Fixes, as detailed herein and according to his sole discretion. Licensee may, at their sole discretion, purchase upgrades, according to the rates set by Licensor. Licensor may provide any update or Fix free of charge; however, nothing in this Agreement shall require Licensor to provide Updates or Fixes. a. Upgrades: for the purpose of this license, an Upgrade shall be a material amendment in The Software, which contains new features and or major improvements and shall be marked as a new version number. For example, should Licensee purchase The Software under version 1.X.X, an upgrade shall commence under number 2.0.0. b. Updates: for the purpose of this license, an update shall be a minor amendment in The Software, which may contain new features or minor improvements and shall be marked as a new sub-version number. For example, should Licensee purchase The Software under version 1.1.X, an upgrade shall commence under number 1.2.0. c. Fix: for the purpose of this license, a fix shall be a minor amendment in The Software, intended to remove bugs or alter minor features which impair the The Software’s functionality. A fix shall be marked as a new sub-sub-version number. For example, should Licensee purchase Software under version 1.1.1, an upgrade shall commence under number 1.1.2. 5. Support: Software is provided under an AS-IS basis and without any support, updates or maintenance. Nothing in this Agreement shall require Licensor to provide Licensee with support or fixes to any bug, failure, mis-performance or other defect in The Software. a. Bug Notification: Licensee may provide Licensor of details regarding any bug, defect or failure in The Software. Licensor will not be responsible for correcting the effects of unknown conditions, intents or environments. b. Feature Request: Licensee may request additional features in Software, provided, however, that (i) Licensee shall waive any claim or right in such feature should feature be developed by Licensor; (ii) Licensee shall be prohibited from developing the feature, or disclose such feature request, or feature, to any 3rd party directly competing with Licensor or any 3rd party which may be, following the development of such feature, in direct competition with Licensor; (iii) Licensee warrants that feature does not infringe any 3rd party patent, trademark, trade-secret or any other intellectual property right; and (iv) Licensee developed, envisioned or created the feature solely by themselves. 6. Liability: To the extent permitted under Law, The Software is provided under an AS-IS basis. Licensor shall never, and without any limit, be liable for any damage, cost, expense or any other payment incurred by Licensee as a result of Software’s actions, failure, bugs and/or any other interaction between The Software and Licensee’s end-equipment, computers, other software or any 3rd party, end-equipment, computer or services. Moreover, Licensor shall never be liable for any defect in Output generated by Licensee when relying on The Software. 7. Warranty: a. Intellectual Property: Licensor hereby warrants that to their knowledge The Software does not violate or infringe any 3rd party claims in regards to intellectual property, patents and/or trademarks and that to the best of their knowledge no legal action has been taken against it for any infringement or violation of any 3rd party intellectual property rights. b. No-Warranty: The Software is provided without any warranty; Licensor hereby disclaims any warranty that The Software shall be error free, without defects or code which may cause damage to Licensee’s computers or to Licensee, and that Software shall be functional. Licensee shall be solely liable to any damage, defect or loss incurred as a result of operating software and undertake the risks contained in running The Software on License’s workstation. c. Prior Inspection: Licensee hereby states that they shall inspect The Software thoroughly and find it satisfactory and adequate to their needs prior to use, that it does not interfere with their regular operation and that it does meet the standards and scope of their computer systems and architecture. Licensee agrees that The Software interacts properly with their work environment and that it does not infringe any of End User License Agreement of any software Licensee may use in performing their operations. Licensee hereby waives any claims regarding The Software’s incompatibility, performance, results and features, and warrants that they inspected The Software. 8. No Refunds: Licensee warrants that they inspected The Software according to clause 8(c) and that it is adequate to their needs. Accordingly, at the Licensors sole discretion, as The Software is intangible goods, Licensee shall not be, ever, entitled to any refund, rebate, compensation or restitution for any reason whatsoever. 9. Indemnification: Licensee hereby warrants to hold Licensor harmless and indemnify Licensor for any lawsuit brought against it in regards to Licensee’s use of The Software in means that violate, breach or otherwise circumvent this license, Licensor’s intellectual property rights or Licensor’s title in The Software. 10. Governing Law, Jurisdiction: Licensee hereby agrees not to initiate class-action lawsuits against Licensor in relation to this license and to compensate Licensor for any legal fees, cost or attorney fees should any claim brought by Licensee against Licensor be denied, in part or in full. Licensee agrees all disputes, claims and judgements shall be governed and resolved in the state of California.