YOUR RIGHT TO USE THE PRODUCT(S) DELIVERED IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS LICENSE AGREEMENT. USING THIS PRODUCT SIGNIFIES YOUR AGREEMENT TO THESE TERMS. IF YOU DO NOT AGREE TO THIS SOFTWARE LICENSE AGREEMENT, DO NOT USE OUR PRODUCTS.
YOU should carefully read the following terms and conditions before using the software program(s) contained herein (the “Software”). Downloading, accessing (logging on), using or copying the Software onto YOUR computer indicates YOUR acceptance of these terms and conditions. If YOU do not agree with the terms of this agreement, YOU should not use the Software. This License Agreement (“License”) is a legal agreement between YOU (either an individual person or a single legal entity, who will be referred to in the license as “YOU”) and Interlogic Graphics & Marketing, Inc. (“ILGM”) for the software referred to herein.
Interlogic Graphics & Marketing, Inc. grants, and YOU accept, a nontransferable and nonexclusive License to use the Software on the following terms and conditions:
- Right to Use: The Software is licensed for use only in delivered code form exclusively from ILGM. Only One (1) copy of the Software is licensed for use only on a single URL, accessible via the Internet. YOU may not copy, modify, alter, reverse engineer, disassemble, recompile or decompile the Software. Any attempt to do this will result in an immediate breach of the terms and conditions herein. This software product is licensed, not sold.
- Subscription-based Software Product: A subscription license is required for ILGM software products. Rates are based on the product purchased and are subject to change at anytime. The Software will be delivered to, and will operate on an ILGM-designed hardware environment. YOU will be provided adequate resources and host administrative access to ILGM software, email, Website(s), Statistics and bandwidth usage. All resources will be managed solely by ILGM. If ILGM releases any upgrades or new versions of the Software during the term of YOUR subscription, YOU will be entitled to receive a copy of such upgrade(s) or new version(s) at no additional cost. Such upgrades shall be considered part of the Software and subject to all of the terms and conditions of this License unless otherwise indicated in any license agreement that accompanies such upgrade or new version. Any service disconnection or suspension shall require YOU to pay a $100 re-connect fee to avoid complete termination of this license.
- Manner of Delivery: The Software shall be made available to YOU via a password-protected directory on an ILGM managed-environment accessible via the Internet.
- Term: Each license term is measuered in (1) one year increments. Each License shall continue so long as YOU use the Software in compliance with this License and have paid all license, hosting and service fees. Should YOU breach any of YOUR obligations hereunder, YOU agree to delete all copies of the Software and this License upon notification and demand by ILGM. Upon breach, any/all Internet access to Software, Email, Statistics and Administrative Control Panel will be terminated. Upon breach of YOUR obligations hereunder, YOU agree to pay any remainder monies due for said linense from the termination to the end of your contractual year.
- Copyright: The Software (including any images, “applets,” photographs, animations, video, audio, music and text incorporated into the Software) as well as any accompanying written materials (the “Documentation”) is owned by ILGM or its suppliers, and is protected by United States copyright laws and international treaties, and contains confidential information and trade secrets. YOU agree to protect the confidentiality of the Software and Documentation. YOU agree that it will not provide a copy of this Software or Documentation nor divulge any proprietary information of ILGM to any person, other than its employees, without the prior consent of ILGM; YOU shall use your best effort to see that any user of the Software licensed hereunder complies with this license.All content, images and databases created by YOU, with ILGM software are owned by YOU.
- Limited Warranty: ILGM warrants solely that the medium upon which the Software is delivered will be free from defects in material and workmanship under normal, proper and intended usage. ILGM does not warrant the use of the Software will be uninterrupted or error free, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) YOUR failure to follow operating instructions, (iii) negligence or accident, or (iv) modifications to the Software by any person or entity other than ILGM. In the event of a breach of warranty, YOUR sole and exclusive remedy is repair of all or any portion of the Software. If such remedy fails of its essential purpose, YOUR sole remedy and ILGM’s maximum liability shall be a refund of the paid purchase price for the license only. This limited warranty is only valid if ILGM receives written notice of breach of warranty within thirty days of the purchase date.
- Limitation of Warranties and Liability: THE SOFTWARE AND DOCUMENTATION ARE SOLD “AS IS” AND WITHOUT ANY WARRANTIES AS TO THE PERFORMANCE, MERCHANTIBILITY, DESIGN, OR OPERATION OF THE SOFTWARE. NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE IS OFFERED.NEITHER ILGM NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS OR GOODWILL, LOSS OF DATA OR USE OF DATA, INTERRUPTION OF BUSINESS NOR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND UNDER OR ARISING OUT OF, OR IN ANY RELATED TO THIS AGREEMENT, HOWEVER, CAUSED, WHETHER FOR BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, EVEN IF COMPANY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS.
- Modules and PowerTools: A Module or PowerTool is a complimentary Stand-Alone or Integrated Application (developed by ILGM) that enhances the Software. ILGM Modules may be implemented at any time for an additional fee. Modules will be billed immediately and integrated when payment is received. YOU must notify ILGM of YOUR intent to receive additional enhancements via ILGM’s Work Order Request System, located at: . Additional Modules shall be considered part of the Software and subject to all of the terms and conditions of this License unless otherwise indicated in any license agreement that accompanies a Module or new version.
- Third Party Content: YOU hereby indemnify, including reasonable attorneys fees, and hold harmless ILGM against any and all claims of infringement of any proprietary information of whatever nature by any graphic, picture, text, audio, video, software or information provided to ILGM by YOU, its officers, directors, employees, agents, contractors, or YOUR customers published on any of YOUR Web site(s). If third party content such as software, graphics, or text is to be incorporated in the site, YOU shall notify ILGM of the use of said content, and YOU shall be responsible for any and all such content and including payment to said third parties providing said content.
- Entire Agreement: This License Agreement, the License granted hereunder, and the Software may not be assigned or in any way transferred without the prior written consent of ILGM. This Agreement and its performance and all claims arising from the relationship between the parties contemplated herein shall be governed by, construed and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles thereof. The parties agree that any action brought in connection with this Agreement shall be maintained only in a court of competent subject matter jurisdiction located in the State of Colorado or in any court to which appeal there from may be taken. The parties hereby consent to the exclusive personal jurisdiction of such courts in the State of Colorado for all such purposes. If any provision of this License is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. If YOU fail to comply with any term of this License, YOUR LICENSE IS AUTOMATICALLY TERMINATED. This License represents the entire understanding between the parties with respect to its subject matter.YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY LOGGING INTO , THEREBY, DOWNLOADING AND RUNNING THE SOFTWARE, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN ILGM AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.