EULA - End User License Agreement
END-USER LICENSE AGREEMENT (EULA) (SINGLE USER)
THE PRESENT END-USER LICENCE AGREEMENT (EULA) CONSTITUTES A LEGALLY BINDING CONTRACT BETWEEN THE USER AND KOLOR, a sole-proprietor limited liability company with a capital of 8.000,00 , the head office of which is situated at CHALLES LES EAUX, rue du parc, n 204, registered in the CHAMBERY trade register under reference 479 247 751.
THE USER MUST READ THE PRESENT AGREEMENT PRIOR TO SOFTWARE INSTALLATION. THIS LICENCE AGREEMENT PERMITS THE USER TO INSTALL AUTOPANO PRO FOR PROFESSIONAL OR NON-PROFESSIONAL PURPOSES ON ONE WORKSTATION ONLY AND CONTAINS WARRANTY INFORMATION AND LIABILITY DISCLAIMERS.
BY CLICKING ON THE AUTOPANO PRO INSTALL-NOW BUTTON, THE USER AGREES TO BE BOUND BY ALL THE TERMS OF THE PRESENT AGREEMENT. IN THE EVENT OF THE USER NOT AGREEING TO BE BOUND BY ANY OF THE TERMS OF THE PRESENT AGREEMENT, HE SHOULD NOT INSTALL THE SOFTWARE.
THE COMPANY, exercising software and software package design, production, development and distribution activities, offers the use of software to produce 2D panoramas from a series of photographs, the software being referred to as AUTOPANO PRO.
THE PARTIES HERETO AGREE AS FOLLOWS
ARTICLE 1 DEFINITIONS
Software means all programs, procedures and rules, and, if applicable, documentation relating to the operation of a data processing unit. The software is the program identified by the source code, independently from all support media, in accordance with the provisions of Section L.111-3 of the (French) Intellectual Property Law. For the purposes of the present document, the term, software refers to the designated software, AUTOPANO PRO and includes certain software developed at the University of British Columbia, in Vancouver, British Columbia, Canada (UBC).
Site (Web-site or Internet site) means a set of documents and applications under a sole authority accessible via the Web from a single universal address. A web-site may be incorporated in another, a larger site.
E-mail means, for the purposes of the present contract, an electronic document created, transmitted or consulted off-line via a network. An e-mail frequently contains a text, to which further texts, images or sound may be added.
THE USER means an individual or an individual legally representing or duly authorized by a legal entity to whom the rights defined in the present document are granted.
THE COMPANY is KOLOR, a sole-proprietor limited liability company with a capital of 8.000,00 , the head office of which is situated at CHAMBERY, rue Costa de Beauregard, n 458, registered in the CHAMBERY trade register under reference 479 247 751.
Minor upgrade means a version change (for example from 1.0 to 1.1 etc.), for all version modules.
Major upgrade means a change from one version to another, later version (for example from the original version 1.0 to version 2.0).
ARTICLE 2 PURPOSE OF THE AGREEMENT
The purpose of the present agreement is to define the conditions in which THE COMPANY grants the non-exclusive right to use or copy the software referred to as AUTOPANO PRO (hereafter referred to as "the software"), given that the rights thus granted apply to software which operates in a given environment only ( AUTOPANO PRO WINDOWS, AUTOPANO PRO MAC or AUTOPANO PRO LINUX ).
ARTICLE 3 LICENCE GRANT (single user license)
3.1.- THE USER is permitted to install and use the software on only one (1) workstation used by one single operator at a time. The license may not be shared or the software installed or used concurrently on more than one workstation, subject to the provisions in article 3.6 of the present contract.
3.2. Trial version conversion to full (unrestricted) version
In the trial version, certain functionalities are disabled and a watermark appears on the image.
The trial version of the software contains a code that de-activates certain functionalities. THE USER shall not make any attempt to deactivate this code and undertakes not to convert a trial version to a full software version and to use the conversion system included in the software only after payment of the fixed license fee.
THE USER may carry out on-line conversion of the trial version to a full, unrestricted version by means of the conversion system included in the software. Following payment of the fixed license fee, conversion to the full version gives rise to allocation of a registration number comprising an identifier and a serial number (license key).
Rights to printed materials accompanying the software are granted under the license to the USER only, for the purposes of assistance in software use, to the exclusion of any other usage, whether non-lucrative or for commercial gain.
3.4. In accordance with the terms of the present agreement, user rights granted are NON EXCLUSIVE; said rights may not be transferred in any manner, either directly or indirectly.
3.4. THE USER agrees that THE COMPANY may audit software use to ensure compliance with the terms of the present agreement. This audit may be conducted at any time, subject to reasonable notice being given.
3.5. THE USER has access to on-line assistance via a forum, on a web-page accessible via: http://forum.autopano.net. THE USER must have previously consulted the Frequently Asked Questions (FAQ) which are accessible at the following address: http://www.autopano.net/faq.
3.5. - THE USER declares and acknowledges that he has apprised himself of the software technical specifications and functionalities, specifically presented in the following pages: http://www.autopano.net/products/autopano-pro-details and http://www.autopano.net/key-features and that his workstation and operating system are compatible and have sufficient capacity for compliant software use.
3.5. THE USER declares and acknowledges that the software shall operate on a single operating system only (Windows, Mac or Linux), as specified above in article 2 of the present agreement.
3.6. Back-up and personal copies
THE USER may make one back-up copy of the software, provided that it is not installed or used on a workstation. In addition to the back-up copy, THE main USER of the workstation on which the software is installed may make a second copy of the software for his own exclusive use on a portable or personal computer, provided that the software installed on this portable or personal computer is not used at the same time as the software on the main workstation.
ARTICLE 4 USER OBLIGATIONS AND RESTRICTIONS
4.1. THE USER shall not reproduce or copy any component of the software, any application, device or ancillary module that may be supplied by THE COMPANY, which retains all ownership rights, without prejudice to prior art.
4.2. THE USER shall not translate or transcribe the software, applications or devices into another language or adapt them for any use that is not compliant with the specifications or as described in the present agreement or in the web-site accessible at http://www.autopano.net .
4.3. THE USER shall not use the graphic or sound elements independently of the software.
4.4. THE USER shall not adapt or develop the software referred to in the present agreement, or any element of it or any products that are likely to compete with it.
4.5. THE USER undertakes not to merge the software into another program or use it in conjunction with any other product, extension or upgrade that uses or is supported by the software.
4.6. THE USER undertakes not to decompile the product in order to create software compatible with that supplied by the COMPANY
4.7. THE USER shall not export, sell, hire out or lease the software.
ARTICLE 5 ACCEPTANCE OF RISK AND LIABILITY DISCLAIMER
5.1. THE USER DECLARES AND ACKNOWLEDGES BY THE PRESENT AGREEMENT THAT HE HAS ASCERTAINED THAT THE SOFTWARE CORRESPONDS TO HIS REQUIREMENTS, and that he has the capacity to use the software correctly and that he does not have to undertake training or have his staff undertake training for this purpose. THE USER acknowledges receipt from THE COMPANY of all information required for him to judge the compatibility of the software with his requirements and to take every precaution required for its use.
5.2. THE USER declares that he accepts the characteristics, risks and limitations of the Internet and that he acknowledges that the Internet presents risks and imperfections, which, in particular, may lead to temporary drops in performance, increased response time, or temporary server unavailability and acknowledges that he alone is responsible for the consequences of downloading the software on the network. THE USER undertakes to take the appropriate steps to protect his system, his data, software and network from contamination by any virus transmitted during connection time.
5.3. THE USER declares that he accepts and acknowledges that he alone is responsible for the consequences of incompatibility with software already installed on his workstation or for potential conflicts with any part of such software.
5.4. THE USER declares and acknowledges that THE COMPANY and UBC shall not accept any civil liability to the user for any damage resulting directly or indirectly from the software results obtained not being esthetic, pertinent, reliable or suited to a specific use.
5.5. Warranty and liability exclusions
The software is delivered as it stands, without any warranties other than those which can not be excluded under applicable law. Subject only to the forgoing, THE USER acknowledges and agrees that THE COMPANY and UBC make no representations and extend no warranties of any kind, either express or implied. There are no express or implied warranties of merchantability or fitness of the software for a particular purpose, or that the use of the software will not infringe any patent, copyright, trademark or other rights, or any other express or implied warranties. In particular, nothing in this agreement is or will be construed as:
- an obligation to furnish any software, technology, or technological information other than the software,
- a warranty or representation by THE COMPANY or UBC as to the validity or scope of copyright or other intellectual property rights in the software,
- an obligation on THE COMPANY or UBC to correct malfunctions that arise in any version of the software delivered to you.
Any direct or indirect damages, associated with system or data corruption, non-availability of systems or data, for any period, or breach of data confidentiality are excluded. Moreover, THE COMPANY and UBC shall accept no liability for accidental destruction of the users or third partys data that have not been backed-up on a reliable external medium, in accordance with standard recommendations.
In no event will THE COMPANY or UBC be liable for any direct or indirect damages whatsoever, including (without limitation) financial loss, loss of business profits, loss of confidential or other information, business interruption, bodily damage, invasion of privacy, failure to meet obligations due to a negligent act, or for any other pecuniary loss resulting from or associated with the use or impossibility to use the software or to benefit from maintenance or the provision or faulty provision of maintenance services, or the execution of the obligations under this agreement, even if the COMPANY or UBC has been informed of the possibility of said damages.
The parties expressly dismiss any implicit or explicit warranty with respect to high risk activities.
5.6. - Limitation of liability
THE COMPANY AND UBCS LIABILITY UNDER THE TERMS OF OR IN RELATION TO THE EXECUTION OF THE PRESENT AGREEMENT ARE STRICTLY LIMITED TO THE VALUE OF THE SOFTWARE ACQUISITION COST.
ARTICLE 6 UPGRADES
6.1. - In the event of the software being upgraded to a more recent version, THE USER must hold a license for the former version in order to benefit from the upgrade. In this case, the new license shall replace the former one. By using the upgrade, THE USER voluntarily forgoes his right to use any previous software version.
6.2. For a period of one year from the purchase date, all upgrades, both major and minor, shall be free of charge. As from the first anniversary date of purchase, THE COMPANY reserves the right to charge for the use of a major upgrade.
ARTICLE 7 - TERMINATION
In the event of non-compliance with the terms of the present agreement, THE COMPANY reserves the right to terminate the agreement. In this event, THE USER shall delete all issues and copies of the software, on all their supports (all other rights of either party and all other provisions of this agreement shall remain following termination). Termination for breach of the present agreement shall not give rise to restitution.
ARTICLE 8 TERM AND DURATION
The present agreement is effective when the USER first installs the software on the workstation. The license for the full, unrestricted version is effective as from the installation date of this version, following payment of the fixed license fee. The license term is equal to the statutory software protection term.
ARTICLE 9 - OWNERSHIP USER AGREEMENT ASSIGNMENT AND SUB-LICENSING RESTRICTIONS
- Intellectual property rights
9.1. The software is protected by international copyright and intellectual property laws and treaties. All titles and copyrights relating to the software (including, but not limited to those relating to all images, photographs, animations, video or sound elements, texts, clipart or applet included in the software) are held by the COMPANY or its suppliers including UBC.
9.2. THE COMPANY and its suppliers reserve all rights that are not specifically granted under the present agreement, including rights deriving from national or international intellectual property treaties.
9.3. The present agreement does not grant to THE USER any right of ownership of the aforementioned software.
9.4. The transfer of non-exclusive individual software user rights under the conditions specified under the terms of the present agreement shall not be deemed to be a transfer of any intellectual property rights to the USER, as specified under the French Intellectual Property Code. THE USER shall indicate, if required, the ownership references in documents referring to the use of the above-mentioned software.
9.5. THE COMPANY reserves the right to make modifications to the software in order to correct any programming errors or, if required, to enable it to be used in accordance with its intended purpose.
9.6. Assignment or sub-licensing restrictions
The USER shall not assign or transfer the rights and obligations under the terms of the present agreement, in total or in part, either under the terms of an assignment, a sub-license or any other contract to transfer said rights and obligations.
9.7. - Reproduction and adaptation restrictions
THE USER shall not, under the terms of the present agreement, reproduce any part of the software by any means whatsoever, in any form whatsoever and on any medium whatsoever.
ARTICLE 10 CORRESPONDENCE BY ELECTRONIC MAIL - SECURITY - CONVENTION ON PROOF
10.1. THE COMPANY and THE USER may, for the purposes of the present agreement communicate by means of electronic mail, in particular via the Internet prior to and following conclusion of the present agreement.
10.2. The parties shall implement security procedures and measures to ensure total availability of the systems and the integrity, availability and confidentiality of the data transmitted, in particular via the Internet.
10.2. Convention on proof
The parties shall agree that an ID code identifies the validity of the USER, establishes the authenticity of the electronic document or message from the USER and that an electronic document containing an identification code equals a written document signed by the originator. The parties agree that a web page print from a browser software or an electronic message from electronic mail software shall prove the content of correspondence relating to the execution of the present agreement, subject to statutory rules relating to proof of acts made with non- commercial parties.
ARTICLE 11 CONTRACT AMENDMENT COMPLETE AGREEMENT
11. 1. The present agreement constitutes the complete commitment existing between the parties. It supercedes all prior commitments, whether written or oral, relating to the subject of the present agreement.
11.2. The parties agree that any tolerance or renunciation of one of the parties in the application of all or part of the obligations specified in the present agreement, whatever the frequency or the duration, shall not constitute an amendment to the present agreement, or be such as to establish any rights.
ARTICLE 12 CLAUSE DIVISIBILITY
Should any one of the stipulations of the present agreement become null and void or have no force of obligation or be inopposable, this shall not entail the other stipulations becoming null and void, having no force of obligation or being opposable; these stipulations shall maintain their full effect.
ARTICLE 13 - LAW APPLICABLE AGREEMENT LANGUAGE
The present agreement shall be governed by French law, to the exclusion of any other national legislation. In the event of this agreement existing in languages other than French, the French language version only shall be deemed to be the authentic text for the purposes of the French courts.
ARTICLE 14 - DISPUTES
The parties to the present agreement undertake to make every reasonable effort to settle amicably any dispute that might arise from the terms of the present agreement. However, should it not prove possible to resolve the matter in this manner, it will be brought before the competent courts within the jurisdiction of the CHAMBERY Court of Appeal.