This End User License Agreement (“License”) is an agreement between you and Ubiq Visuals Inc. ("Ubiq"). This License governs your use of this software and all related documentation, and updates and upgrades that replace or supplement the software and are not distributed with a separate license (collectively, the "Software").
By installing or using the Software, you consent to be bound by this License. If you do not agree to the terms of this License, then do not install or use the Software. IF YOU INSTALL the Software, the terms and conditions of this License are fully accepted by you.
A. Grant. Through this purchase, you are acquiring and Ubiq grants you a personal, non-exclusive license to install and use the Software for your personal, non-commercial use solely as set forth in this License and the accompanying documentation. Your acquired rights are subject to your compliance with this License. Any commercial use is prohibited. You are expressly prohibited from sub-licensing, renting, leasing or otherwise distributing the Software or rights to use the Software, except by transfer as expressly set forth in paragraph 3 below. The term of your License shall commence on the date that install or otherwise use the Software, and shall end on the earlier of the date that you dispose of the Software; or Ubiq's termination of this License. Your license will terminate immediately if you attempt to circumvent the technical protection measures for the Software.
B. Restrictions. Your right to use the Software is limited to the license grant above, and you may not otherwise copy, display, distribute, perform, publish, modify, create works from, or use the Software or any component of it. You are prohibited from making a copy of the Software available on a network where it could be used by multiple users. You are prohibited from making the Software available over a network where it could be downloaded by multiple users. You may not remove or alter Ubiq’s trademarks or logos, or legal notices included in the Software or related assets.
2. Intellectual Property Rights.
A. Reservation of Rights. You have received a license to the Software and your rights are subject to this License. Except as expressly licensed to you herein, Ubiq reserves all right, title and interest in the Software (including all characters, storyline, images, photographs, graphics, animations, video, music, text), and all associated copyrights, trademarks, and other intellectual property rights therein. This License is limited to the intellectual property rights of Ubiq and its licensors in the Software and does not include any rights to other patents or intellectual property. Except to the extent permitted under applicable law, you may not decompile, disassemble, or reverse engineer the Software by any means whatsoever. You may not remove, alter, or obscure any product identification, copyright, or other intellectual property notices in the Software. Ubiq owns all of the right, title and interest in the Software; to the assets included in the Software and to all derivative works comprised of those assets. All rights not expressly granted herein, are reserved by Ubiq.
B. Your Contributions. In exchange for use of the Software, and to the extent that your contributions through use of the Software give rise to any copyright interest, you hereby grant Ubiq an exclusive, perpetual, irrevocable, fully transferable and sub-licensable worldwide right and license to use your contributions in any way and for any purpose in connection with the Software and related goods and services, including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public by any means whether now known or unknown and distribute your contributions without any further notice or compensation to you of any kind for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions. You hereby waive any moral rights of paternity, publication, reputation, or attribution with respect to Ubiq's and other players’ use and enjoyment of such assets in connection with the Software and related goods and services under applicable law. This license grant to Ubiq, and the above waiver of any applicable moral rights, survives any termination of this License.
3. Termination. This License is effective until terminated. Your rights under this License will terminate immediately and automatically without any notice from Ubiq if you fail to comply with any of the terms and conditions of this License. Promptly upon termination, you must cease all use of the Software and destroy all copies of the Software in your possession or control. Termination will not limit any of Ubiq's other rights or remedies at law or in equity.
4. Limited Warranty on Recording Media. The LIMITED WARRANTY ON RECORDING MEDIA THAT ACCOMPANIES YOUR SOFTWARE IS FOUND IN THE PRODUCT MANUAL THAT WAS DISTRIBUTED WITH YOUR SOFTWARE AND IS INCORPORATED HEREIN BY REFERENCE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE ADDITIONAL RIGHTS UNDER APPLICABLE LOCAL LAW, WHICH VARY FROM JURISDICTION TO JURISDICTION.
5. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. Ubiq DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND WARRANTIES (IF ANY) ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. Ubiq DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE; THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SOFWARE WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE PROVIDED BY Ubiq OR ANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
6. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL Ubiq BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES FROM ANY CAUSES OF ACTION ARISING OUT OF OR RELATED TO THIS LICENSE OR THE SOFTWARE, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT Ubiq HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION OF LIABILITY FOR DEATH, PERSONAL INJURY, FRAUDULENT MISREPRESENTATIONS OR CERTAIN INTENTIONAL OR NEGLIGENT ACTS, OR VIOLATION OF SPECIFIC STATUTES, OR THE LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. In no event shall Ubiq's total liability to you for all damages (except as required by applicable law) exceed $1 USD.
7. Limitation of Liability and Disclaimer of Warranties are Material Terms of this License. You agree that the provisions in this License that limit liability are essential terms of this License.
8. Severability and Survival. If any provision of this License is illegal or unenforceable under applicable law, the remainder of the provision shall be amended to achieve as closely as possible the effect of the original term and all other provisions of this License shall continue in full force and effect.
9. U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Software provided in connection with this License has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer software” and/or “commercial computer software documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by this License and shall be prohibited except to the extent expressly permitted by this License.
10. Injunctive Relief. You agree that a breach of this License may cause irreparable injury to Ubiq for which monetary damages would not be an adequate remedy and Ubiq shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.
11. Governing Law. This License shall be governed by and construed (without regard to conflicts or choice of law principles) under the laws of the Province of British Columbia as applied to agreements entered into and to be performed entirely in British Columbia between British Columbia residents. Unless expressly waived by Ubiq in writing for the particular instance or contrary to local law, the sole and exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts of British Columbia having within their jurisdiction the location of Ubiq's principal corporate place of business. Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner provided herein for giving of notices or otherwise as allowed by British Columbia or federal law. The parties agree that the UN Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to this License or to any dispute or transaction arising out of this License.
12. Export. You agree to abide by applicable export control laws and agree not to transfer the Software to a foreign national, or national destination, which is prohibited by such laws, without first obtaining, and then complying with, any requisite government authorization. You certify that you are not a person with whom Ubiq is prohibited from transacting business under applicable law.
13. Entire Agreement. This License constitutes the entire agreement between you and Ubiq with respect to the Software and supersedes all prior or contemporaneous understandings regarding such subject matter. No amendment to or modification of this License will be binding unless made in writing and signed by Ubiq. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between this License and any applicable purchase or other terms, the terms of this License shall govern.