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END-USER LICENSE AGREEMENT FOR WEB-BASED SOFTWARE, Design IT Corp, Inc.
IMPORTANT-READ CAREFULLY: This End-User License Agreement ("EULA") is a legal agreement between the Client and Design IT Corp., Inc. (D.B.A. DesignITHosted.com, D.B.A. DesignITTeam.com) for the Design IT Corp., Inc. website, and architecture, different applications, structures, tools and functions, which includes associated media and Design IT Corp., Inc. Internet-based services ("Software"). YOU AGREE THAT YOU ARE ONLY A LICENSEE AND DO NOT OWN THE WEBSITE, ITS ARCHITECTURE, DIFFERENT APPLICATIONS, STRUCTURES, TOOLS AND FUNCTIONS. YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA BY EXECUTING THE SERVICE AGREEMENT TO WHICH THIS IS ATTACHED.
1. GRANT OF LICENSE. Design IT Corp., Inc. grants you the following rights provided that you comply with all terms and conditions of this EULA:
- Installation and use. You may:
- install and use a copy of the Software on one personal computer or other device; and
- install an additional copy of the Software on a second, portable device for the exclusive use of the primary user of the first copy of the Software.
- Alternative Rights for Storage/Network Use. As an alternative to Section 1.1(a), you may install a copy of the Software on a network storage device, such as a server computer, and allow one access device, such as a personal computer, to access and use that licensed copy of the Software over a private network. You must obtain a license to the Software for each additional device that accesses and uses the Software installed on the network storage device, except as permitted by Section 1.4 of this EULA.
- License Grant for Web Browser Use. You may use any web browser to access and use your licensed copy of the Software.
- License Grant for Remote Assistance. You may permit any device to access and use your licensed copy of the Software for the sole purpose of providing you with technical support and maintenance services.
- License Grant for Media Elements. The Software may include certain photographs, clip art, shapes, animations, sounds, music and video clips that are identified in the Software for your use (together "Media Elements"). You may copy and modify the Media Elements, and license, display and distribute them, along with your modifications as part of your software products and services, including your web sites, but you are not licensed to do any of the following:
- You may not sell, license or distribute copies of the Media Elements by themselves or as part of any collection, product or service if the primary value of the product or service is in the Media Elements.
- You may not grant customers of your product or service any rights to license or distribute the Media Elements.
- You may not license or distribute any of the Media Elements that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, service, entity, or activity.
- You may not create obscene or scandalous works, as defined by federal law at the time the work is created, using the Media Elements.
In addition, you must (a) indemnify and defend Design IT Corp., Inc. from and against any claims or lawsuits, including attorneys' fees that arise from or result from the licensing, use or distribution of Media Elements as modified by you, and (b) include a valid copyright notice on your products and services that include the Media Elements.
- License Grant for Templates. The Software may include document templates. You may copy and modify the document templates available as part of the Design IT Corp., Inc. software that accompanies this EULA and distribute such templates along with your modifications for use by other licensees of the Software. You also may copy, modify and distribute the templates available through related Internet-based services along with your modifications for use by other licensees of the Software, but only for personal or commercial correspondence involving person-to-person communication. You are not licensed to do any of the following:
- You may not sell, resell, license, rent, lease, lend, or otherwise transfer for value, the templates.
- You may not distribute the templates available via Internet-based services as part of any product or service.
- You may not copy or post any templates available through Internet-based services on any network computer or broadcast it in any media.
- You must indemnify and defend Design IT Corp., Inc. against any claims or lawsuits, including attorneys' fees, that arise from or result from the licensing or distribution of the templates as modified by you.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
- Internet-Based Services. You may not use any Design IT Corp., Inc. Internet-based services associated with the Software in any manner that could damage, disable, overburden, or impair such services or interfere with any other party's use and enjoyment of them. You may not attempt to gain unauthorized access to any service, account, computer systems or networks associated with the Internet-based services.
3. RESERVATION OF RIGHTS AND OWNERSHIP.
- Design IT Corp., Inc. reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties. Design IT Corp., Inc. or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is licensed, not sold. This EULA does not grant you any rights to trademarks or service marks of Design IT Corp., Inc..
4. LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION, AND DISASSEMBLY.
- You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
5. NO RENTAL/COMMERCIAL HOSTING.
- You may not rent, lease, lend or provide commercial hosting services with the Software.
6. LINKS TO THIRD PARTY SITES.
- Design IT Corp., Inc. is not responsible for the contents of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. Design IT Corp., Inc. is providing these links and access to third-party sites and services to you only as a convenience, and the inclusion of any link or access does not imply an endorsement by Design IT Corp., Inc. of the third-party site or service.
7. ADDITIONAL SOFTWARE/SERVICES.
- This EULA applies to updates, supplements, add-on components, or Internet-based services components, of the Software that Design IT Corp., Inc. may provide to you or make available to you after the date you obtain your initial copy of the Software, unless they are accompanied by separate terms. Design IT Corp., Inc. reserves the right to discontinue Internet-based services provided to you or made available to you through the use of the Software.
8. NOT FOR RESALE SOFTWARE.
- The Software provided by Design IT Corp., Inc. is hereby identified as "Not for Resale" or "NFR," may not be sold or otherwise transferred for value, or used for any purpose other than demonstration, test or evaluation.
9. EXPORT RESTRICTIONS.
- You acknowledge that the Software is subject to U.S. export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by U.S. and other governments.
10. TERMINATION.
- Without prejudice to any other rights, Design IT Corp., Inc. may terminate this EULA if you fail to comply with the terms and conditions of this EULA.
11. LIMITATION ON REMEDIES; NO CONSEQUENTIAL OR OTHER DAMAGES.
- Your exclusive remedy for any breach of this Limited Warranty is as set forth below. Except for any refund elected by Design IT Corp., Inc., YOU ARE NOT ENTITLED TO ANY DAMAGES, INCLUDING BUT NOT LIMITED TO CONSEQUENTIAL DAMAGES, if the Software does not meet Design IT Corp., Inc.'s Limited Warranty, and, to the maximum extent allowed by applicable law, even if any remedy fails of its essential purpose. The terms of Section 18 ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. This Limited Warranty gives you specific legal rights. You may have other rights which vary from state/jurisdiction to state/jurisdiction. YOUR EXCLUSIVE REMEDY. Design IT Corp., Inc.'s and its suppliers' entire liability and your exclusive remedy for any breach of this Limited Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at Design IT Corp., Inc.'s option from time to time exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this Limited Warranty and that is returned to Design IT Corp., Inc. with a copy of your receipt. You will receive the remedy elected by Design IT Corp., Inc. without charge, except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to Design IT Corp., Inc.). This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, and Design IT Corp., Inc. will use commercially reasonable efforts to provide your remedy within a commercially reasonable time of your compliance with Design IT Corp., Inc.'s warranty procedures. Outside the United States or Canada, neither these remedies nor any product support services offered by Design IT Corp., Inc. are available without proof of purchase from an authorized international source. To exercise your remedy, contact: Design IT Corp., Inc., 50 Southern Hills Lane, Calera, AL 35040.
12. DISCLAIMER OF WARRANTIES.
- The Limited Warranty that appears above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Design IT Corp., Inc. and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE.
13. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES.
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALL NIGHT I.T., LLC OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATON, SOFTWARE, AND RELATED CONTENT THROUGH THE SOFTWARE OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF ALL NIGHT I.T., LLC OR ANY SUPPLIER, AND EVEN IF ALL NIGHT I.T., LLC OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. LIMITATION OF LIABILITY AND REMEDIES.
- Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of Design IT Corp., Inc. and any of its suppliers under any provision of this EULA and your exclusive remedy hereunder (except for any remedy of repair or replacement elected by Design IT Corp., Inc. with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or US$5.00. The foregoing limitations, exclusions and disclaimers (including Sections 11, 12 and 13) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
15. APPLICABLE LAW.
- This EULA is governed by the laws of the State of Alabama. Any action brought to enforce this EULA must be brought in the appropriate state court in Shelby County, Alabama.
Should you have any questions concerning this EULA, or if you desire to contact Design IT Corp., Inc. for any reason, please use the address information enclosed in this Software to contact Design IT Corp., Inc. on the World Wide Web at http://www.DesignITCorp.com.
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