Kodak Alaris Inc.
End User License Agreement for KODAK PROFESSIONAL Keepsakes Collections & Creations Software
Read the following terms and conditions carefully before installing or using this Software (defined below). Your installation and use of this Software constitutes acceptance of these terms and conditions. If you are under the age of 18, you should review these terms and conditions with your parent or guardian to make sure that you and your parent or guardian understand these terms and conditions. These terms supersede and replace all previous terms and conditions between Kodak Alaris Inc. (the “Company”) and You, unless the parties have expressly agreed in writing otherwise.
Additional terms and conditions of use may be supplied by the professional lab who distributed this software.
“You” means either (a) in the case of an individual the person over the age of 18 entering into this License or (b) in the case of a corporation (or other legal entity) the party for whom this License is being agreed to on behalf of an authorized person having authority to bind the party.
This End User License Agreement (“License”) applies to KODAK PROFESSIONAL Keepsakes Collections & Creations (KC2) Software. The term “Software” applies to the software components you install on your own computers, as well as software components hosted by 3rd parties accessed through the software you installed; and all related documentation that accompanies these software components.
References to the Company’s licensors refer to any third parties licensing all or any portion of such Software to Kodak Alaris Inc, (“Company”), including all companies, subsidiaries and all related companies. This License is specifically intended for the benefit of the Company, its subsidiaries, related companies and any licensors.
1. Grant of License. So long as you are in compliance with this Agreement, we grant you a non-exclusive license to use one or more copies of the Software solely for intended purposes, subject to the license restrictions set forth below. No rights to the use of any Company or its licensors’, names, logos or trademarks are conveyed by this License. This Agreement is not for the sale of Software or any other intellectual property. All rights, title, interest, and intellectual property rights in and to the Software are owned by the Company or its licensors.
2. Restrictions on Use. You may use the Software on one or more of your personal computers that are used by you, your company or your family, but not on computers accessed by members of the public or that belong to, or are operated by, service bureau or retail organizations. You may not make the Software available to others in connection with a service bureau, retail services, application service provider, or other similar business. The Software may contain subroutine libraries and sample files. You may not modify any of these files for any reason. You may use the Software solely for its intended purposes.
3. Transfer of the Software. You may not transfer the Software to another party. You may not further redistribute, sublicense, rent, loan or lease the Software to a third party.
4. Copyright. The Software is owned by the Company, its licensors or its suppliers and protected by copyright laws and international treaties. You may not copy the Software. You may not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code for the Software, or use any part of the Software for any use other than that for which it was supplied by us, unless specifically authorized by the Company. You may not modify, adapt, alter, translate, or create derivative works from the Software, merge the Software with other software, or integrate the Software into third party solutions.
5. Term. This License is effective until terminated. You may terminate it at any time by destroying the Software together with all copies in any form. It will also automatically terminate if you fail to comply with any term or condition of this license. Upon termination, for any reason, you agree to destroy the Software together with all copies in any form. Provisions which, by their nature, should remain in effect beyond termination of this Agreement shall survive. The Company may terminate this Agreement, at any time, without cause, with 60 days written notice.
6. Compliance with Laws and Terms. Compliance with Laws and Terms. The form and content of pictures, text or other material that you transmit or create products from is governed by applicable laws (such as, those prohibiting child abuse, child pornography, copyright infringement, or invasion of privacy). If you use the Software to transmit material to the Company, its affiliates, or any third party for printing or product fulfillment or other purposes, you must comply with the relevant terms of service. You may not use the Software to transmit to the Company, its affiliates, or any third parties any pictures, text or other material that is unlawful, whether a violation of civil rights (such as libel) or criminal law (such as obscenity), or that fosters hatred of any race, religion, ethnicity, age-group, gender or sexuality. You agree that you will defend, indemnify and hold us harmless against any claim arising out of or related to your failure to comply with the terms of this Section 6.
7. Software Features. The Software may contain features that enable the Company or 3rd parties for printing or product fulfillment or other purposes, via the internet, to notify you of available software upgrades, and to update product data files and instructional content in the Software. The Software may also contain features that enable you to download new data files. You agree that we may utilize these features to provide such notices and updates, permit such downloads and to collect such data.
9. Clipart and Images. The Software may contain or may provide access to numerous templates, clipart and photo images (collectively referred to as the “Images”), which are owned by the Company, our licensors and/or third parties. You are free to use, modify and publish the Images as you wish subject to the following restrictions: (a) you may incorporate any Image(s) into your own original work and publish, display and distribute your work in any media provided that you include a copyright notice in any electronic or digital work, reflecting the copyright ownership of both you and any third party copyright holder if applicable, and (b) you may not resell, sublicense or otherwise make available the Image(s) for use or distribution separately or detached from a product or Web page. For example, the Image(s) may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others. Similarly, third parties may be provided with copies of the Image(s) (including digital files) as an integral part of a work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately or as part of any other product.
11. Your Representations and Warranties. Your Representations and Warranties. You represent and warrant that you possess the legal right and ability to agree to this License Agreement, and that all information or material that you transmit through the Software is owned by you, is true, accurate and current, including Login Credentials. You agree that you will not: (i) transmit any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have written permission from their rightful owner to post the material and to grant the right to use such materials as provided in this Agreement; (ii) submit any false information or misrepresentation that could result in liability or damage to us or any third party; (iii) submit any material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, graphic or gratuitously violent, harassing, hateful, racially or ethnically offensive, encourages conduct that would give rise to criminal or civil liability, violate any law, or is otherwise inappropriate; (iv) impersonate another person, including submitting their photographs as your own; (v) transmit worms, viruses or other malicious codes; and (vi) violate the terms and conditions of any website or application to which you transmit Images through the Software.
You agree to indemnify and hold harmless the Company and its licensors for all liability and damages that may be incurred in any legal action in connection with the above.
12. DISCLAIMER OF WARRANTY. You assume responsibility for operation of the Software, and for the installation, use, and results obtained from the Software.
13. LIMITATION OF LIABILITY. YOUR USE OF THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. UNDER NO CIRCUMSTANCE WILL THE COMPANY, ITS AGENTS, LICENSORS OR SUPPLIERS BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF, OR RELIANCE ON, THE SOFTWARE. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY, ITS LICENSORS, SUPPLIERS OR DEALERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Governing Law. If the Software was obtained in the United States, this License is governed by the laws of the State of Delaware. If the Software was obtained outside of the United States, this License is governed by the laws of the country in which it was obtained. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.
15. Export Law Assurances. You may not use or otherwise export or re-export the Software except as authorized by United States law and laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (a) into (or to a national or resident of) any U.S. embargoed countries (including without limitation Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, and Syria) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List. By using the Software, you represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
16. Federal Acquisitions. This Section 16 applies to all acquisitions of the Software by or for the federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement or other activity with the federal government. The Software is a "commercial item" as that term is defined in 48 C.F.R. 2.101 (October, 2004) consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 227.7202-1, 227.7202-3, 227.7202-4 (October, 2004). If you are in the U.S. Government or any agency or department thereof, the Software is licensed (a) only as a commercial item and (b) with only those rights as are granted hereunder.
17. EUROPEAN COMMUNITY PROVISIONS. If you obtained this Software within a country of the European Community, nothing in this License shall be construed as restricting any rights available under the European Community Software Directive (91/250/EEC).
18. Miscellaneous. Each provision of this Agreement is severable. If a provision is found to be unenforceable, this finding does not affect the enforceability of the remaining provisions, terms, or conditions of this Agreement. This Agreement is binding on successors and assigns. The Company will not be responsible for any non-performance or delay attributable in whole or in part to any cause beyond its reasonable control. Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties. You acknowledge that you have read this Agreement, that you understand it, that you agree to be bound by its terms, and that the foregoing is the complete and exclusive statement of the Agreement.