IMPORTANT – READ CAREFULLY
THIS END-USER SOFTWARE LICENSE AGREEMENT (THE “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR SINGLE ENTITY) (HEREAFTER REFERRED TO AS “YOU”) AND EXPOSURE SOFTWARE LLC., A NORTH CAROLINA LIMITED LIABILITY COMPANY (HEREAFTER REFERRED TO AS “EXPOSURE SOFTWARE”) FOR THE USE OF THE EXPOSURE SOFTWARE PRODUCT ASSOCIATED WITH THIS END-USER SOFTWARE LICENSE AGREEMENT (THE “SOFTWARE”).
BY DOWNLOADING, INSTALLING, ACCESSING, COPYING, RUNNING OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO DOWNLOAD, COPY, ACCESS OR USE THE SOFTWARE AND SHOULD IMMEDIATELY DISCONTINUE USE OF THE SOFTWARE AND DELETE AND/OR DESTROY THE SOFTWARE AND ANY OTHER MATERIALS OR DOCUMENTATION PROVIDED BY EXPOSURE SOFTWARE TO YOU CONCERNING THE SOFTWARE.
1. Grant of License. Exposure Software hereby grants You a nonexclusive, nonsublicensable, nontransferable license, to access and use the Software in machine-readable, object code form according to the terms and conditions herein. Except for the license granted expressly herein, no right, title, or interest in the Software is transferred to You by this Agreement. You understand and agree that the license is granted for use by one individual and that if You require more than one individual to use the Software, You must purchase additional licenses.
2. Rights and Limitations. You agree to solely use the Software for Your own business or personal use. You may install a second copy of the Software on one auxiliary computer, including a laptop or other portable computer, provided that You may not use the Software on more than one computer or device at the same time. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software or any written materials accompanying the Software (“Documentation”) in any way; (ii) make copies, modify, or make derivative works based upon the Software or Documentation; (iii) reverse engineer, decompile, disassemble, or reconfigure the Software; (iv) access or use the Software or Documentation in order to build a competitive product or service; or (v) attempt to gain unauthorized access to the Software. You may not use the Software in any manner that may, or is intended to,: (i) infringe or violate the intellectual property, publicity, privacy or other rights of any person or third party or (ii) violate any law, rule or regulation or encourage conduct that would constitute a criminal offense.
3. Maintenance; Updates. Exposure Software may make available on the Exposure Software website or otherwise, in its exclusive discretion, updates to the Software in order to, among other things, correct errors or bugs, improve the performance of the Software or increase the functionality of the Software You acknowledge that such updates may change or modify certain functions or features of the Software. Exposure Software shall not be liable to You for any specific changes to the features or functionality of the Software and Your exclusive recourse if You are not satisfied with any update or improvement is to stop using the Software. Nothing herein shall obligate Exposure Software to provide any maintenance, support or updates for the Software and nothing herein shall be interpreted as granting You a right to receive any upgrades, patches, enhancements, bug fixes, new versions or new releases of the Software.
4. Intellectual Property. You acknowledge and agree that the Software is being licensed to You, not sold, and that other than the limited license granted herein, You shall have no right, title or interest in or to the Software. As between Exposure Software and You, all title, copyright and other intellectual property rights in and to the Software and the Documentation is owned by and remains with Exposure Software. Exposure Software hereby reserves all rights in and to the Software not expressly granted herein.
5. Payments. You acknowledge and agree to pay the purchase price of the Software and all fees related to the access and use of the Software as set forth on the Exposure Software website (or authorized reseller site). All fees paid under this Agreement are non-cancelable and the sums paid are non-refundable. You agree to pay any sales, value-added or other similar taxes imposed by applicable law for the right to download access the Software and otherwise associated with the Software.
6. Warranty/Limitation of Liability.
a. Disclaimer. THE SOFTWARE, DOCUMENTATION AND ANY UPDATES OR IMPROVEMENTS TO THE SOFTWARE OR DOCUMENTATION PROVIDED BY EXPOSURE SOFTWARE ARE PROVIDED “AS IS”. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED BY EXPOSURE SOFTWARE TO THE EXTENT ALLOWED BY APPLICABLE LAW. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR THAT THE SOFTWARE WILL OPERATE WITHOUT ERRORS, PROBLEMS OR INTERRUPTIONS, OR THAT ERRORS OR BUGS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE’S FUNCTIONALITY OR SERVICES WILL MEET YOUR REQUIREMENTS. NO DISTRIBUTOR, RESELLER, AGENT OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS OR ADDITIONS TO THIS WARRANTY OR DISCLAIMER OF WARRANTY.
b. Limitation of Liability. IN NO EVENT WILL EXPOSURE SOFTWARE BE LIABLE FOR ANY LOST DATA, LOST REVENUE, LOST PROFITS, DAMAGE TO REPUTATION, BUSINESS INTERRUPTION, OR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE DAMAGES ARISING OUT OF THIS AGREEMENT, THE SOFTWARE OR USE OR THE INABILITY TO USE THE SOFTWARE OR THE USE OR INABILITY TO USE THE RESULTS OF THE SOFTWARE, EVEN IF EXPOSURE SOFTWARE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING ACTIVE OR PASSIVE NEGLIGENCE), BREACH OF WARRANTY, CLAIMS BY THIRD PARTIES OR OTHERWISE, EXCEED THE LICENSE FEE PAID BY CUSTOMER FOR THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF THE ABOVE-STATED REMEDY OR LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL, INCIDENTAL OR CERTAIN OTHER DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
c. If You are purchasing the Software on behalf of an entity, You hereby represent and warrant that You have the full power and authority to accept the terms of this Agreement on behalf of such entity.
7. Termination. This Agreement shall commence upon Your initial copying, downloading, installing, accessing, running or otherwise using the Software and shall continue in effect until terminated as provided herein. You may terminate this Agreement at any time by ceasing all use of the Software and deleting the Software from all of Your computer systems, including all portable computers and backup devices. This Agreement shall immediately and automatically terminate if You fail to comply with the terms and conditions herein. In the event of any termination, You must immediately cease using the Software and remove or destroy the Software from all of Your systems.
8. Miscellaneous. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any such prior or contemporaneous communications. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. This Agreement will be governed solely by the internal laws of the State of North Carolina, without reference to such State’s principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of Wake County, North Carolina. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the Sale of Goods. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect. This Agreement and the license granted herein may not be assigned or transferred by You without the prior written consent of Exposure Software.
9. Government Use. If You are purchasing the Software for an agency, department, or other entity of the United States Government (“Government“), the use, duplication, reproduction, release, modification, disclosure or transfer of the Software, or any related documentation of any kind, including technical data or manuals, is restricted in accordance with Federal Acquisition Regulation (“FAR“) 12.212 for civilian agencies and Defense Federal Acquisition Regulation Supplement (“DFARS“) 227.7202 for military agencies. The Software is commercial computer software and commercial computer software documentation. Use of the Software and related documentation by the Government is further restricted in accordance with the terms of this Agreement, and any modification thereto.
10. Free Trials. If You have acquired a free trial of the Software (“Trial Use”), this Agreement shall govern such Trial Use as modified by this Section 10: (i) Your Trial Use shall be limited to the trial period granted by Exposure Software on download, which trial period may be terminated at any time by Exposure Software with or without prior notice; (ii) Trial Use may include limitations or restrictions on use of the Software and may include only limited functionality of the Software; and (iii) all Trial Use is provided AS-IS, and without warranty of any kind, express or implied. IN NO EVENT WILL LICENSOR BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES RELATING TO OR RESULTING FROM ANY TRIAL USE. Trial Use may include beta or other features not yet commercially available and Exposure Software makes no assurances that such features will be included in any commercial version of the Software, that such features will not be substantially modified or that additional fees may not be required for use of such features in a commercial version of the Software.