WideRange Galleries End User License Agreement
WideRange software, (the "Software") and accompanying documentation is licensed and not sold. This Software is protected by copyright laws and treaties, as well as laws and treaties related to other forms of intellectual property. WideRange Photo, LLC or its subsidiaries, affiliates, and suppliers (collectively "WideRange") own intellectual property rights in the Software. The Licensee's ("you" or "your") license to use the Software is subject to these rights and to all the terms and conditions of this WideRange License Agreement (the "Agreement").
YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING THE SOFTWARE. YOU MUST AGREE TO ALL OF THE TERMS OF THIS AGREEMENT BEFORE YOU WILL BE ALLOWED TO USE THE SOFTWARE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE THE SOFTWARE.
If you access the Software on behalf of a company or other entity, you warrant that you are an authorized representative of such company or entity with the right to bind such company or entity to this Agreement.
WideRange hereby grants you a limited, non-transferable, non-sublicensable, revocable license to access and use the Software solely in accordance with the Agreement. Except for the limited licenses granted hereunder, WideRange reserves all rights not expressly granted and no such additional rights may be implied.
Licensee hereby grants WideRange the right to collect usage data regarding Licensee's use of the Software. Such data shall be used by WideRange solely to make improvements and enhancements to the Software.
Restrictions on Transfer
Without first obtaining the express written consent of WideRange, you may not assign your rights and obligations under this Agreement, or redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer your rights to the Software.
Representations and Warranties
You represent and warrant that (i) you own or otherwise control all of the rights to the content that you post or transmit in connection with the Software, or you otherwise have the right to post, use, display, distribute and reproduce such content ("Content"); and (ii) the use and posting of the content you use in connection with the Software does not violate any third party rights of or cause injury to any person or entity.
Content that you post, upload or otherwise make available via the Software may be accessed, used and downloaded by public users. You understand and acknowledge that any Content contained in public areas of the Software, including any user galleries or other portions of the Software, is accessible to the public and could be accessed, downloaded, indexed, archived, linked to and republished by others including, without limitation, appearing on other websites and in search engine results.
Restrictions on Use
You may not use the Software except in accordance with applicable laws and regulations. You may not use the Software for, and will not allow the Software to be used for, any purposes prohibited by United States law.
You may not decompile, "reverse-engineer", disassemble, or otherwise attempt to derive the source code for the Software.
You may not use the database portion of the Software in connection with any software other than the Software, without prior consent of WideRange.
You may not engage in the following:
- the collection, copying or distribution of any portion of the Software; any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Software;
- modifying or otherwise making any derivative uses of the Software;
- scraping or otherwise using any data mining, robots or similar data gathering or extraction methods on or in connection with the Software;
- any use of the Software other than for the intended purposes.
You are solely responsible for the Content that you post or transmit using the Software and you agree not to post, transmit or otherwise publish through the Software any of the following:
- Content that is unlawful, defamatory, obscene, pornographic, indecent, lewd, sexually suggestive, hateful, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, endanger national security, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
- unsolicited promotions, political campaigning, advertising or solicitations;
- private information of any third party, including, without limitation: addresses, phone numbers, email addresses, social security numbers and credit card numbers;
- viruses, corrupted data or other harmful, disruptive or destructive files; and
- Content that, in the sole judgment of WideRange, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Software, or which may expose WideRange or its users to any harm or liability of any nature.
Disclaimer of Warranties and Limitation of Liability
THE SOFTWARE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WIDERANGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
WIDERANGE DOES NOT REPRESENT OR WARRANT THAT THE WIDERANGE MATERIALS OR THE SOFTWARE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SOFTWARE, ITS SERVERS OR EMAIL SENT FROM WIDERANGE OR THE SOFTWARE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WIDERANGE ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SOFTWARE AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SOFTWARE OR THE PRODUCTS PROVIDED THEREON. YOU MUST DETERMINE WHETHER THE SOFTWARE SUFFICIENTLY MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU ACKNOWLEDGE YOU USE THE SOFTWARE AT YOUR OWN RISK AND YOU BEAR SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SOFTWARE TO MEET YOUR REQUIREMENTS.
IN NO EVENT WILL WIDERANGE OR ITS DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WIDERANGE'S RECORDS, PROGRAMS OR SOFTWARE.
Limitations on liability, waivers and indemnities in this Agreement are business understandings between the parties and shall apply to all legal theories of recovery, including breach of contract or warranty, breach of fiduciary duty, tort (including negligence), and strict or statutory liability. In recognition of the relative risk and the benefits of the Software to the Licensee the risks have been allocated such that the Licensee agrees, to the fullest extent permitted by law, to limit the liability of WideRange to the Licensee for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert-witness fees and costs, so that the total aggregate liability of the WideRange to the Licensee shall not exceed the WideRange's total fee for the Software. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.
You acknowledge and agree that WideRange shall use commercially reasonable efforts to correct errors, however, it has no obligation under this Agreement to correct any defects or errors in the Software furnished to You under this Agreement, regardless of whether You inform WideRange of such defects or errors or WideRange otherwise is, or becomes aware of, such defects or errors. To the extent WideRange provides You with any updates or upgrades to the Software such updates and upgrades shall be deemed to constitute part of the Software and shall be subject to all terms and provisions set forth in this Agreement, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Software.
To the fullest extent permissible pursuant to applicable law, you agree that you will defend, indemnify, and hold harmless WideRange, its parent, subsidiary and affiliated companies, each of the foregoing entities' respective employees, officers, directors, representatives and agents from any and all claims, demands, causes of action, damages, losses, costs, and expenses in any way arising out of your use of the Software including without limitation (i) all matters related to your access to and use or your client's access and use of the Software, (ii) your violation of any provision contained in this Agreement and/or any acts or omissions; (iii) your violation of any third party right, including without limitation any copyright, intellectual property, or privacy right; (iv) any claims that your use of the Software caused damage to a third party, and/or (v) violations of any and all applicable laws, rules, or regulations from any jurisdiction; or from WideRange's enforcement of this Agreement against you.
The Agreement will be in effect as of the date you accept this Agreement, or as of the date you first use the Software, whichever first occurs. This Agreement will terminate immediately without notice to you if you breach any term or condition herein. WideRange shall be entitled to terminate this Agreement without cause upon written notice to you. For purposes of this Agreement, e-mail shall be considered written notice. Upon termination for any reason, the following Sections will survive: Disclaimer of Warranties and Limitation of Liability; and Indemnification.
This Agreement and all the transactions contemplated hereunder will be governed by the laws of the United States, specifically, the laws of the State of Colorado in the United States, without regard to, or application of, rules or principles regarding conflicts of law. The state and federal courts located in the State of Colorado in the United States shall have sole and exclusive jurisdiction over any disputes arising under this Agreement, and you agree to submit to the personal jurisdiction of such courts.
You acknowledge that WideRange will have the right to seek an injunction if necessary to prevent a breach of your obligations hereunder. If any provision of this Agreement is held to be unenforceable, that provision will be disregarded for purposes of the dispute or other circumstance giving rise to such finding, and the remaining provisions will remain in full force. In the event that WideRange prevails in any proceeding or lawsuit brought by either party in connection with this Agreement, WideRange will be entitled to receive its costs, expert witness fees and reasonable attorney's fees, including costs and fees on appeal. The failure of WideRange to require your performance of any provision in this Agreement shall not affect WideRange's full right to require such performance at any time thereafter; nor shall the waiver by WideRange of any breach of any provision of this Agreement be taken or held to be a waiver of the provision itself.
Subject to the next sentence, this Agreement is the complete and exclusive statement of the agreement between WideRange and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of this Agreement. In the event of conflict between the terms of this Agreement and the terms of any negotiated and mutually executed prior or contemporaneous agreement between you and WideRange, including without limitation, any of WideRange's standard license agreements (a "negotiated agreement"), the terms and conditions of the negotiated agreement will control, except to the extent that the terms of this Agreement are in addition to those terms and specifically state that they only apply to this version of the Software. In the event that there is no signed agreement between WideRange and you, the terms of this Agreement shall control exclusively. There shall be no force or effect to any different or additional terms, pre-printed or otherwise, of any related purchase order, confirmation or similar form issued by you and/or WideRange even if signed by the parties.
Last updated 8/8/18