DIGIMARC FOR IMAGES PLUGIN END-USER LICENSE AGREEMENT
BETWEEN: Digimarc Corporation, an Oregon corporation (”Digimarc”), having offices at 9405 SW Gemini Drive, Beaverton, Oregon 97008, USA.
AND: You.
You acknowledge and agree that this Digimarc for Images Plugin End-User License Agreement (the ”Agreement”) is solely between you, or the employer or other entity on behalf of whom you are accepting this Agreement, and Digimarc. You represent and warrant that you have full legal authority to enter into this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such other entity to this Agreement.
EFFECTIVE DATE: The date you accept this Agreement.
LAST UPDATED: August 19, 2015.
IMPORTANT: READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE INSTALLING THE DIGIMARC FOR IMAGES PLUGIN (”PLUGIN”). YOU ARE NOT PERMITTED TO INSTALL OR USE THE PLUGIN UNTIL YOU HAVE ACCEPTED THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE PLUGIN.
1. ACCEPTANCE OF AGREEMENT: ELECTRONIC SIGNATURE. By indicating your acceptance of this Agreement, installing, or using the Plugin, you agree to, and will be deemed to have signed, this Agreement, as if you signed a written agreement in hard copy.
2. LIMITED LICENSE. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, use internally, reproduce, and distribute internally the Plugin to embed Digimarc for Images watermarks in digital still images you own or possess sufficient license rights to, and to read Digimarc for Images watermarks embedded in digital still images; and (ii) any associated documentation. The terms of this Agreement will govern any modifications, updates, or upgrades provided by Digimarc that replace or supplement the Plugin, unless accompanied by a separate license agreement, in which case the terms of the separate license agreement will control.
3. COPYING, REVERSE ENGINEERING. You agree that you will not copy, replicate, modify, adapt, translate, alter, decompile, disassemble, reverse engineer, or create derivative works in whole or in part from, the Plugin, except as expressly permitted in this Agreement. If you create any derivative works in violation of this Agreement, those works belong to Digimarc, and you hereby assign all rights and title to such derivative works to Digimarc.
4. OWNERSHIP, AUTHORITY. You agree that you will not challenge any aspect of Digimarc's rights in the Plugin. The Plugin is protected by copyright, patent, and other intellectual property laws and by international treaties. You shall not remove, alter, or destroy any copyright, patent notice, trademark or other proprietary markings or confidentiality legends placed on the Plugin.
5. TERMINATION. This Agreement is effective until terminated by Digimarc or you. If you fail to comply with the terms and restrictions of this Agreement, the license automatically terminates, whether Digimarc communicates that fact to you or not. Use of the Plugin after termination will violate Digimarc's intellectual property rights under United States and international law and such use will be subject to penalties. Upon termination of this Agreement, you must destroy or uninstall all copies of the Plugin you possess. DIGIMARC OR YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME.
6. WARRANTY. YOU ACCEPT THE PLUG-IN ”AS IS” AND ”AS PROVIDED” WITHOUT WARRANTY OF ANY KIND. DIGIMARC HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. DIGIMARC HAS NO OBLIGATION TO FURNISH ANY MAINTENANCE OR SUPPORT SERVICES WITH RESPECT TO THE PLUGIN. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS TO HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT REQUIRED, ANY SUCH IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
7. LIABILITY LIMITATIONS. DIGIMARC WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM LOSS OF DATA OR USE, LOST PROFITS, INTERRUPTION OF BUSINESS, OR ANY OTHER INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. YOU ARE SOLELY RESPONSIBLE FOR THE OPERATION OF THE PLUGIN. IN NO EVENT WILL DIGIMARC HAVE ANY RESPONSIBILITY TO YOU IN RESPECT OF ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS RELATING TO THE PLUGIN (OR ANY PORTION THEREOF) OR YOUR USE OF THE PLUGIN. IN NO EVENT WILL DIGIMARC'S TOTAL LIABILITY TO YOU FOR ANY DAMAGES EXCEED FIVE UNITED STATES DOLLARS ($5.00 US).
8. NOTICES. Notices to Digimarc must be sent by registered, pre-paid, certified mail, return receipt requested, to Digimarc's address listed above or Digimarc's then-current address as posted on Digimarc's web site at http://www.digimarc.com. Notice is effective when received or when the return receipt shows the notice was rejected.
9. EXPORT RULES. You agree that the Plugin will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the ”Export Laws”). In addition, you represent and warrant that you are not a citizen of, or otherwise located within, a country that is subject to a U.S. Government embargo, or that has been otherwise designated by the U.S. Government as a ”terrorist supporting” country (including without limitation Iran, Syria, Sudan, Cuba, and North Korea) and that you are not on any U.S. Government list of prohibited or restricted parties, or otherwise prohibited under the Export Laws from receiving the Plugin. All rights to use the Plugin are granted on condition that such rights are forfeited if you fail to comply with the terms of this Agreement.
10. MISCELLANEOUS. If any provision of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, every other provision of this Agreement will remain in full force and effect. This Agreement is governed by laws set forth by the State of Oregon, USA, excluding its conflict of law provisions. Nothing in this Agreement, express or implied, is intended to or will confer on any person (other than the parties and their respective successors or permitted assigns) any rights, remedies, obligations, or liabilities.
11. RESERVATION OF RIGHTS. Digimarc reserves all rights in the Plugin, including patent, copyright and trade secret rights not expressly granted above. Nothing contained in this Agreement will be construed as conferring by implication, estoppel or otherwise, any license or other right under the Plugin or any patent rights, or other industrial or intellectual property rights except for the limited license expressly granted herein.
12. COMPLETE AGREEMENT. This Agreement is the complete agreement between the parties as to its subject matter and supersedes all earlier agreements or discussions regarding the Plugin. This Agreement may be modified only in writing signed by both parties.
13. QUESTIONS. If you have questions concerning this Agreement, please contact Digimarc's Customer Care Group at helpdesk@digimarc.com or call +1 800 DIGIMARC (344- 4627), ext. 4704.
© Digimarc Corporation. All rights reserved.