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3D Issue end-user license agreement
IMPORTANT – PLEASE READ CAREFULLY
The SOFTWARE (as defined below) is licensed, not sold. By installing, copying or otherwise using the Software, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you are not permitted to install, copy or use the Software.
Trinity Innovations Ltd. (the “LICENSOR”) grants to you (“you” or the “LICENSEE”) a nonexclusive license to make and use copies of 3D Issue Manager, including computer software, electronic documentation and printed materials related thereto (the “SOFTWARE”) in the manner and on terms as hereinafter provided.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the amount and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
1. Grant of License.
(a) LICENSOR grants to LICENSEE a limited, non-exclusive license to make and use copies of the SOFTWARE in the manner provided herein. All use of the Software is subject to this License Agreement.
(b) The LICENSEE has the option of using the SOFTWARE to create digital editions of publications that are wholly owned byLICENSEE. The LICENSEE agrees that any use of this software (including any of LICENSOR’s files, code or documentation) for any other publication that is NOT a publication wholly owned and operated by LICENSEE is a violation of this Agreement. Any use for additional publications, or installing the SOFTWARE on a network server, is not permitted.
(c) The Licensee understands that if they are found to be in violation of this license agreement by LICENSOR, LICENSOR reserves the right to terminate this license at any time, at which time LICENSEE must destroy all copies of the SOFTWARE they have previously installed and destroy all copies of any flash magazines or associated files created using the SOFTWARE and promptly provide such proof of destruction as LICENSOR may request from time to time.
(d) LICENSOR may have patents or pending patent applications, trademarks, copyrights, or other intellectual property rights covering the SOFTWARE. LICENSEE is not granted any license to these patents, trademarks, copyrights, or other intellectual property rights except as expressly provided herein.
(e) LICENSOR reserves all rights not expressly granted.
2. COPYRIGHT AND TRADEMARK.
(a) LICENSEE acknowledges that LICENSOR owns all right, title and interest in and to the SOFTWARE, portions thereof, or software or content provided through or in conjunction with the SOFTWARE, including without limitation all IP Rights. “IP Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. LICENSEE agrees not to (and agrees not to allow third parties to) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the SOFTWARE, or to extract significant portions of the SOFTWARE for use in other applications. LICENSEE also agrees to (and agrees not to allow third parties to) not remove, obscure, or alter LICENSOR’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the SOFTWARE.
(b) Except as stated herein, no materials may be copied, reproduced, distributed, republished, transferred, sold, used to create derivative works, performed, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written consent of LICENSOR or the respective copyright owner.
(c) The SOFTWARE is protected by copyright laws and international treaty provisions. Therefore, LICENSEE must treat the SOFTWARE like any other copyrighted material except that LICENSEE may either (i) make one copy of the SOFTWARE solely for backup or archival purposes, or (ii) install the SOFTWARE on a single computer provided LICENSEE keep the original solely for backup or archival purposes. LICENSEE may not copy the printed materials accompanying the SOFTWARE.
(d) Trinity Innovations Ltd.™, 3D Issue™, 3D Issue Manager 3.3™, the Trinity Innovations Ltd. logo, the 3D Issue logo, graphics, and icons in the software are trademarks, service marks, trade dress, and/or registered trademarks of LICENSOR and may not be copied, imitated or used, in whole or in part, without the prior written permission of LICENSOR. LICENSEE acknowledges that certain of LICENSOR’S logos and trademarks will appear on the licensed SOFTWARE and LICENSEE agrees not to take any action which will impair, cover or otherwise hide such LICENSOR logos.
3. EXPORT RESTRICTIONS. LICENSEE agree that neither it nor any of its customers intend to or will, directly or indirectly, export or transmit the SOFTWARE or related documentation and technical data (or any part thereof), or process, or service that is the direct product of the SOFTWARE to any country to which such export or transmission is restricted by any applicable U.S. Regulation or statute, without the prior written consent, if required, of the Bureau of Export Administration of the U.S. Department of Commerce, or such other governmental entity as may have jurisdiction over such export or transmission. LICENSEE represents and warrants that its is not located in any country to which the U.S. has embargoed goods, or to anyone on the U.S. Treasury Department’s list of Specially Designed Nationals or the U.S. Commerce Department’s Table of Denial Orders.
4. DISCLAIMER OF WARRANTY.
The SOFTWARE is provided "as is" without warranty of any kind either express or implied, including without limitation any implied warranties of condition, uninterrupted use, merchantability, fitness for a particular purpose or noninfringement. This limited warranty gives you specific legal rights. You may have others that vary from state/jurisdiction to state/jurisdiction.
5. Limitation of Liability, Indemnity.
TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSOR SHALL NOT BE LIABLE in any way for any loss or INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL damage of any kind arising out of the software or any use of the software, including without limitation, loss of data, loss of goodwill, loss of profits, loss of business information, work stoppage, computer failure or malfunction, or any and all other damages or losses, even if Licensor has been advised of the possibility of such damages. In no event shall Licensor’s liability, whether arising in contract, tort, strict liability or otherwise exceed (in the aggregate) the total price paid by Licensee for the SOFTWARE. Licensee hereby agrees to defend, indemnify and hold Licensor harmless from and against any claim, liability, loss, injury, damage, cost or expense (including reasonable attorneys’ fees) incurred by Licensor arising out of or from Licensee’s use of the Software. Certain jurisdictions do not all the exclusion or limitation of incidental or consequential damages, and as such, the provisions of this Section related thereto may not be applicable.
6. Equitable Remedies. Licensee agrees that Licensor would be irreparably damaged if the terms of this License were not specifically enforced, and therefore Licensee agrees that Licensor shall be entitled, without the need for bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of this License. Also, in any proceeding for an injunction, and upon any motion for a temporary or permanent injunction, Licensee’s ability to answer in damages shall not be a bar or interposed as a defense to the granting of such injunction. Licensor’s right and remedy to seek injunctive relief is in addition to, and not in lieu of, any other rights and remedies available to it under law or in equity.
7. MISCELLANEOUS
(a) LICENSEE consents to the use of its name and logo in certain advertising and marketing materials distributed by LICENSOR. LICENSEE may object to the continued use of its logo or trademark and upon receipt of such objection, LICENSOR shall cease any further use. LICENSEE waives all rights and remedies in connection with LICENSOR’s use of such name and logo as set forth herein.
(b) This License is effective until terminated. LICENSEE may terminate the License by providing 30 days prior written notice to LICENSOR, permanently destroying all copies of the SOFTWARE in its possession or control, and delivering notice of destruction to LICENSOR. Upon termination for any reason, all licenses granted herein shall immediately terminate.
(c) This license shall be governed by and construed in accordance with the laws of Ireland, without regard to choice of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The Courts of Ireland shall have exclusive jurisdiction in relation to any claim, dispute or other matter arising hereunder.
(d) If any provision of this Agreement is found to be unenforceable, that provision shall be severed and the remainder of the License shall be given full force and effect.
(e) This License constitutes the entire agreement between the parties with respect to the subject matter hereof and supercedes and replaces all prior or contemporaneous understanding or agreements, written or oral, regarding such subject matter.
(f) Nothing herein is intended to constitute the parties hereto as partners or as joint venturers, or either as agent of the other, and Licensee may not obligate or bind Licensor.
(g) Any waiver of any provisions of this License will be effective only if in writing and duly executed by each of Licensor and Licensee. The failure to exercise, or delay in exercising, a right, power or remedy provided by this License or by law shall not constitute a waiver of that right, power or remedy. No waiver by either party, whether express or implied, of any provision of this Agreement, or of any breach or default thereof, shall constitute a continuing waiver of such provision or of any other provision. Each parties rights and remedies hereunder are cumulative.
Should you have any questions concerning this Agreement, please contact LICENSOR via sales@3dissue.com.
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