This agreement is being presented here for informational purposes. It is, in no way, intended as a replacement for the Software License Agreement that accompanies each individual software release.
SERIF SOFTWARE LICENSE AGREEMENT
SOFTWARE LICENSE AGREEMENT THANK YOU FOR LICENSING THE USE OF THE ACCOMPANYING SOFTWARE PRODUCT. IT IS IMPORTANT THAT YOU (THE "LICENSEE") READ THESE TERMS CAREFULLY. THESE ARE THE ONLY TERMS AND CONDITIONS APPLICABLE TO YOUR USE OF THE SOFTWARE PRODUCT. THE SOFTWARE PRODUCT IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS LICENSE AGREEMENT ARE RESERVED TO SERIF (EUROPE) LIMITED OR ITS LICENSORS. THE SOFTWARE PRODUCT IS LICENSED, NOT SOLD.
This Software License Agreement (“License Agreement”) is a legal agreement between you (either an individual or a single entity) and Serif (Europe) Limited (“Serif”) for the accompanying Software Product, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (all referred to as the “Software Product”). By installing, displaying, copying, accessing or otherwise using the Software Product, you, the Licensee, agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, do not install display, access or use the Software Product and please return it to your place of purchase. If the Software Product is returned within 14 days of purchase with proof of purchase you will be offered a full refund of the price you paid.
1. GRANT OF LICENSE
Subject to the Licensee complying with these terms and in consideration of the Licensee’s obligations and undertakings in this License Agreement Serif hereby grants to Licensee a personal, non-exclusive, non-transferable license to use one (1) copy of the Software Product, including any upgrades provided by Serif, according to these terms on a single computer.
2. SCOPE OF USE
Licensee may install, display, access and use one (1) copy of the Software Product on a single computer. The primary user of the computer on which the Software Product is installed may make a second copy of the computer software part of the Software Product for his or her exclusive use on a portable computer. Licensee may store or install one (1) copy of the Software Product on a storage device, such as a network server, only to install or run the Software Product on other computers over an internal network and subject to Licensee first acquiring and dedicating a license for each separate computer on which the Software Product is installed, displayed, accessed or used from the storage device. The Software Product may not be shared or used concurrently on different computers. One (1) copy of the computer software part of the Software Product may be made for back-up or archival purposes but that copy shall be used for no other purpose. If the Software Product is labelled “Not for Resale” or “NFR,” Licensee’s use of the Software Product is strictly limited to use for demonstration, test, or evaluation purposes only and no other use. The associated media, printed materials and “online” or electronic documentation shall not be copied and are for use only with the computer software part of the Software Product.
Licensee shall not:-
3.1 modify or alter the whole or any part of the Software Product nor merge any part of it with another software product nor separate any components of the Software Product from the Software Product nor, save to the extent and in the circumstances permitted by law, create derivative works from, or, reverse engineer, decompile, disassemble or otherwise derive source code from the Software Product or attempt to do any of these things
3.2 copy the Software Product (except as provided above)
3.3 assign rent, transfer, sell, disclose, deal in, make available or grant any rights in the Software Product in any form to any person without the prior written consent of Serif;
3.4 remove alter, obscure, interfere with or add to any proprietary notices, labels, trade marks, names or marks on, annexed to, or contained within the Software Product;
3.5 use the Software Product in any manner that infringes the intellectual property or other rights of Serif or any other party; or
3.6 use the Software Product to provide on-line or other database services to any other person.
4. INTELLECTUAL PROPERTY RIGHTS AND TERMINATION
Licensee acknowledges that:
4.1 all title to the copyright and all other intellectual property rights in and to the Software Product, its accompanying documentation and any copy made by Licensee are the exclusive property of and remain with Serif and/or its licensor(s),
4.2 the Software Product and all copies thereof are Serif's exclusive property and constitute confidential information and a valuable trade secret of Serif.
4.3 any unauthorized copying of the Software Product, or failure to comply with any of the provisions of this License Agreement (each, a "Terminable Event"), will result in automatic termination of this License Agreement and all licenses granted under this License Agreement and Licensee must destroy all copies of the Software Product. In the event of a breach of this License Agreement by Licensee, Serif reserves and shall have available all legal remedies.
5. CUSTOMER SPECIFIC VERSIONS
If the Software Product is a customer specific version or license (“Customer Specific Version”) then the license to use the Software Product shall only be valid if the status of the Licensee at the time of purchase entitled them to be a valid licensee of the Customer Specific Version. Customer Specific Versions include but are not limited to Student, Teacher and OEM/Bundle Purchase versions and are identified on the media, packaging or within the software of the Software Product. If you are in any doubt as to whether your status at the time of purchase entitled you to be a valid licensee of a Customer Specific Version then please contact Serif customer service for further information.
6. OTHER SPECIAL TERMS OR RESTRICTIONS
6.1 If the Software Product is a trial, locked, demonstration or other limited use version of the Software Product (all referred to as a "Trial Version") then the license to use the Software Product shall expire in accordance with the terms set out in such Trial Version. On the expiration of the license for the Trial Version, Licensee will be required to purchase a full license of the Software Product to continue use.
6.2 If the Software Product includes the PhotoMap or PhotoMap View features then Licensee accepts and understands that those features of the Software Product use proprietary Google Map technology and that use of these features is subject to Licensee complying with Google Map/Earth Terms of Service available at www.google.com/intl/en_ALL/help/terms_maps.html If you do not agree to comply with these terms of service you are not permitted to use the PhotoMap or PhotoMap View features of the Software Product.
7. LIMITED WARRANTY AND DISCLAIMER
Serif warrants that for a period of thirty (30) days after delivery to Licensee CD-ROMs or DVD-ROMs on which the computer software included in the Software Product is supplied will, under normal use, be free from defects that prevent Licensee from loading the Software Product on to a computer. Serif's entire liability and Licensee's exclusive remedy under this warranty will be, at Serif's option, to (a) use reasonable commercial efforts to attempt to correct or work around errors, or (b) to replace the Software Product with a functionally equivalent Software Product, on a CD-ROM or DVD-ROM, as applicable or (c) return the price paid for the Software Product, in each case subject to Licensee having paid for the Software Product in full and upon return of the Software Product to Serif together with a copy of Licensee’s receipt for its purchase. This Limited Warranty shall not apply if failure of the Software Product media has resulted from accident, abuse, misuse or misapplication. Any replacement Software Product will be warranted for the remainder of the original warranty period or thirty (30) days from delivery to Licensee, whichever is longer. Outside the United Kingdom, neither these remedies nor any product support services offered by Serif are available without proof of purchase from a distributor authorized by Serif. The Software Product is licensed on an "as is" basis without any warranty of any nature.
8. NO OTHER WARRANTIES
Except for the above express limited warranty, all warranties conditions, terms and duties either expressed or implied by law and relating to merchantability, quality, fitness and/or non-infringement with regard to the Software Product and the provision of or failure to provide support services are excluded to the fullest extent permitted by law. Licensee shall be solely responsible for the selection, use, efficiency and suitability of the Software Product and Serif shall have no liability therefor. Serif shall have no liability for, nor obligation to indemnify Licensee regarding actions alleging the infringement of proprietary rights by the Software Product. Serif does not warrant that the operation of the Software Product will be uninterrupted or error free or that the Software Product will meet Licensee’s specific requirements. Nothing in this License Agreement shall exclude or limit any statutory rights which cannot be excluded or limited due to Licensee acting as a consumer. Any provisions which would be void under any legislation shall to that extent have no force or effect
9. LIMITATION OF LIABILITY
In no event will Serif or its suppliers be liable for loss and/or corruption of data, loss of profits, damage to goodwill, cost of cover, any pure economic, special, incidental, punitive, exemplary, consequential or indirect damages or losses and/or any business interruption, loss of business, loss of contracts, loss of opportunity and/or loss of production arising from or in connection with the use of the Software Product, however caused. Each limitation will apply even if Serif or its authorized distributor has been advised of the possibility of such damage and shall be deemed to be repeated and apply as a separate provision for each of liability in contract, tort, breach of a statutory duty, breach of common law and/or under any other legal basis. In no event will Serif’s liability exceed the amount Licensee paid for the Software Product. Licensee acknowledges that these limitations are necessary to allow Serif to provide the Software Product at its current prices. If modification to these limitations is required Serif will agree appropriate amendment for payment of a higher than current price for the Software Product. Nothing in this License Agreement shall exclude or limit Serif’s liability for death or personal injury due to its negligence or any liability due to its fraud or any other liability which may not be limited or excluded as a matter of law.
Licensee may terminate this License Agreement at any time. Serif may terminate this License Agreement if Licensee fails to comply with the terms and conditions of this License Agreement. In either event all licenses granted under this Agreement shall end immediately and Licensee must destroy all copies of the Software Product. All terms which by their nature should survive termination of this License Agreement shall survive its termination.
11. UPGRADE and REPLACEMENTS
If the Software Product is being provided to Licensee as an upgrade to, physical copy of, or a replacement for (collectively known as “Replacement Software”), software which Licensee has been previously licensed from Serif (such software referred to as the "Prior Software"), then Licensee agrees to erase or destroy all copies of the Prior Software (except, if required, for one backup copy of the Prior Software) within thirty (30) days of first installing, displaying or accessing this Software Product. In order to install, display, access or otherwise use Replacement Software for Prior Software, Licensee must have a valid license for the related Prior Software for this License Agreement to be valid. Upon installing, accessing, displaying, or otherwise using the Replacement Software for the Prior Software (except for the one copy for back-up purpose only) all licenses of the Prior Software will cease immediately and this License Agreement replaces such license for the Prior Software. The total number of Replacement Software for Prior Software a Licensee may acquire may not exceed the total number of computers that were licensed by Licensee to run, display, access or otherwise utilize the Prior Software.
12. GUIDELINES FOR THE USE OF DIGITAL CONTENT AND INDEMNITY
The Software Product may contain templates, clipart, photo images, video and/or audio media files (collectively referred to as the “Digital Content”) which are either owned by Serif or licensed to Serif from a third party. If the software product is part of the Serif CraftArtist range then Digital Content includes “Digital Kits” as displayed in the Content Pack Manager and DigiKit Browser of Serif CraftArtist. The use of Digital Kits is also subject to the terms of Clause 13.
Subject to adhering to the terms of this License Agreement and to the restrictions in this clause, unless expressly granted to Licensee all rights to the Digital Content are reserved to Serif and/or its licensors. “Original Work” means a piece of work created using the Software Product where the Digital Content utilised in the work does not amount to the total of or the substantial majority of the content of the work.
Licensee is hereby licensed to use, modify, and publish the Digital Content upon the terms of this License Agreement. If Licensee is uncertain as to whether any intended use complies with these terms Licensee should seek the advice of an attorney or legal counsel.
A. LICENSEE MAY, subject to any restrictions set out below:
1. incorporate any Digital Content into Licensee’s Original Work and publish, display, and distribute that work in any media.
2. Licensee’s, clients can be provided with copies of the Digital Content (including digital files) only as absolutely necessary and only as an integral part of an Original Work created by Licensee. For the avoidance of doubt, Clients may not be provided with the Digital Content or permitted to use the Digital Content separately or as part of any other matter. 3. make one (1) copy of the Digital Content for backup or archival purposes.
B. LICENSEE MAY NOT:
1. sell, supply, resell, sublicense, or otherwise make available the Digital Content for use or distribution separately or detached from an Original Work created by Licensee. For example, the Digital Content may be used as part of a Web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others.
2. create scandalous, pornographic, obscene, defamatory, or immoral works using the Digital Content nor use the Digital Content for any purpose prohibited by law;
3. use or permit the use of the Digital Content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Digital Content or any part thereof;
4. use the Digital Content in electronic format, on-line, or in mobile or multimedia applications unless (a) the Digital Content is incorporated in the Original Work for viewing purposes only; and (b) no permission is given to any third party to use, download or save the Digital Content separate to the Original Work.
5. use the Original Work in a software application unless (a) the main focus of the application is not the Digital Content; and (b) the application adds substantially to the user experience (other than enabling use via an alternative platform) when compared with use of the Digital Content on its own.
6. rent, lease, sublicense, charge or lend the Digital Content, or a copy thereof, to another person or legal entity; 7. use any Digital Content except as expressly permitted by this License Agreement and without prejudice to any other right or remedy Serif may have Licensee indemnifies and shall keep indemnified Serif ,its licensors and authorised distributors against all and any claims actions, liability, costs, proceedings, awards, damages, losses, demands, expenses, fines, loss of profits, penalties, loss of reputation, judgements and any other liabilities including legal costs (without set-off counterclaim or reduction) suffered by Serif and/or its licensors and /or its authorised distributors arising out of or in connection with the use of the Software Product and/or use or distribution of the Digital Content by the Licensee and/or any of its clients whether or not such losses were foreseeable or foreseen at the date of this License Agreement.
C. MPEG LA, MPEG
Any use of this product other than consumer personal use in any manner that complies with the MPEG-2 standard for encoding video information for packaged media is expressly prohibited without a license under applicable patents in the MPEG-2 patent portfolio, which license is available from MPEG LA, L.L.C., 250 Steele Street, Suite 300 , Denver Colorado 80206 THIS PRODUCT IS LICENSED UNDER THE AVC PATENT PORTFOLIO LICENSE FOR THE PERSONAL USE OF A CONSUMER OR OTHER USES IN WHICH IT DOES NOT RECEIVE REMUNERATION TO (i) ENCODE VIDEO IN COMPLIANCE WITH THE AVC STANDARD (“AVC VIDEO”) AND/OR (ii) DECODE AVC VIDEO THAT WAS ENCODED BY A CONSUMER ENGAGED IN A PERSONAL ACTIVITY AND/OR WAS OBTAINED FROM A VIDEO PROVIDER LICENSED TO PROVIDE AVC VIDEO. NO LICENSE IS GRANTED OR SHALL BE IMPLIED FOR ANY OTHER USE. ADDITIONAL INFORMATION MAY BE OBTAINED FROM MPEG LA, L.L.C. SEE HTTP://WWW.MPEGLA.COM
13. ADDITIONAL TERMS AND GUIDELINES FOR THE USE OF DIGITAL KITS
The terms and guidelines of this clause 13 relate specifically to any Digital Kits supplied as part of the Serif CraftArtist range.
13.1 Within this Clause 13, “Supplied Kit Content” shall mean any graphical or audio elements including Clipart, Fonts , Typefaces, Letter Designs, Embellishments, Backgrounds, Frames, Materials, Templates, Layouts, Quickpages, Photo Images, Video footage or Audio files supplied as part of a Digital Kit; “Derived Kit Content” shall mean any work in any media which used Supplied Kit Content in any manner as any part of its creation. “Digital Kit Content” shall mean all Supplied Kit Content and any Derived Kit Content.
13.2 Your rights to use Digital Kit Content are limited to for Personal Use only and any Commercial Use is strictly prohibited. If you are uncertain as to whether any intended use complies with these terms you should seek the advice of an attorney or legal counsel. If you wish to use Digital Kit Content for Commercial Use please contact Serif for details of our commercial licenses.
13.3 “Personal Use” means use for your normal or customary personal purposes. Your rights to distribute Digital Kit Content are limited to use as part of printed personal use documents and electronic distribution as part of a personal use document where: (a) the Digital Kit Content embedded within that personal use document is within a static graphic image such as a “jpg” or within an embedded electronic document and; (b) the distributed Digital Kit Content is in a secure format that permits only the viewing and printing and not the editing, altering, enhancing or modifying of such static graphic or embedded electronic document.
13.4 “Commercial Use” shall include but not be limited to: (a) any tangible item distributed for a fee; (b) any business flyer, form or sign; (c) any use that would be perceived as for Commercial Use in any capacity.
13.5 “Pack File Format” shall mean the file format of the Digital Kit pack file that is copied onto your installation folder when you install a Digital Kit. The Pack File Format is the same as the format of the file created when the “Save Digikit” function of the “Digitkit Creator” within the Serif CraftArtist product is used. The Pack File Format is a proprietary file format and its construction is the intellectual property of Serif (Europe) Ltd. You are expressly forbidden from disassembling, reverse-engineering or otherwise seeking to determine its structure. Use of the Pack File Format is limited to Non-Commercial Use only and any commercial use of the Pack File Format is strictly prohibited without the express written permission of Serif (Europe) Ltd.
13.6 “Non-Commercial Use” means use for your normal or customary personal purposes. This includes the right to distribute files in the Pack File Format provided that no charge is made or benefit of any kind received by you or anyone else in respect of such distribution. This means you may use the Pack File Format to give a friend or colleague a digital kit that you have created and you may make a digital kit you have created available for free via the internet or other distribution methods. However, there must be no commercial gain made by yourself or anyone else in doing so.
14.1 This Agreement shall be governed by and interpreted in accordance with English law and not by the 1980 U. N. Convention on Contracts for the International Sale of Goods. If this License Agreement has been translated into a language which is not English and a dispute arises as to the meaning/ translation of any term of this License Agreement, the interpretation of the English version shall prevail. The parties agree to submit to the exclusive jurisdiction of the English Courts.
14.2 Except to the extent of any misrepresentation or breach of warranty which constitutes fraud and except in the case of a multi-user license agreement, this License Agreement constitutes the entire agreement between Serif and Licensee and supersedes all prior agreements, understandings, communications, advertising, proposals or representations, oral or written, by either party.
14.3 If any provision of this License Agreement is held invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be severed and if possible revised to the extent necessary to cure the invalidity, illegality or non-enforceability, and the remainder of this License Agreement shall continue in full force and effect.
14.4 Any change to this License Agreement shall only be valid if it is in writing and signed by an authorized representative of both Serif and Licensee.
14.5 No failure, delay, relaxation or forbearance on the part of either party in exercising any power or right under this License Agreement shall operate as a waiver of such power or right or of any other power or right.
14.6 This License Agreement and the license granted pursuant to this License Agreement are personal to Licensee and except where permitted above Licensee shall not assign the benefit of or any interest or obligation under this License Agreement.
14.7 Apart from Serif’s licensors and authorised distributors, a person who is not a party to this License Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this License Agreement. The consent of any third party is not required for any variation (including any release or compromise of any liability under this License Agreement) or termination of this License Agreement.
14.8 Further licenses relating to open source materials used in this product can be viewed in the licenses.rtf file included in this product
Version: 17 Date: 2013/10/03