The following terms of the EULA constitute an agreement between you and Retrolux, Inc., an Idaho Corporation, and its affiliates (the “Company”). The EULA governs your use of the Software and Services (as defined below).
THE SOFTWARE IS LICENSED, NOT SOLD. YOUR USE OF THE SOFTWARE (AS DEFINED BELOW) IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS EULA. BY INSTALLING, USING OR ACCESSING THE COMPANY’S SERVICES AND ANY MATERIALS INCLUDED IN OR WITH THE COMPANY’S SERVICES YOU HEREBY ACCEPT THE TWEMS OF THIS EULA.
IF YOU DO NOT ACCEPT THE TERMS OF THIS EULA, DO NOT INSTALL, USE, OR ACCESS THE COMPANY’S SERVICES.
For purposes of this EULA:
1.1 “Software” means all of software programs distributed, published or otherwise made available by the Company including, but not limited to, mobile content, downloadable/installable programs and programs accessible by means of a browser or other online communication method. Software also includes updates and upgrades as well as accompanying manual(s), packaging, and other written files, electronic or on-line materials or documentation, and any and all copies of such software and its materials.
1.2 “Services” means all services made available by the Company, including but not limited to services accessed through mobile content, by means of a browser or by other online communication method.
2.1 Software License. Subject to this EULA and its terms and conditions, the Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use one copy of the Software for your personal use, unless otherwise specified in the Software documentation. The rights granted herein are subject to your compliance with this EULA. The Software is being licensed to you and you hereby acknowledge that no title or ownership in the Software is being transferred or assigned and this EULA is not to be construed as a sale of any rights in the Software.
2.2 Service License. Subject to this EULA and its terms and conditions, the Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Services as provided by the Company, for your personal non-commercial use, in the manner permitted by this EULA. The rights granted herein are subject to your compliance with this EULA.
2.3 License Term. The term of your licenses under this EULA shall commence on the date that you accept this EULA and install or otherwise use the Software and/or Services and ends on the earlier date of either your disposal of the Software or Services or the Company’s termination of this EULA. Your license terminates immediately if you attempt to circumvent any technical protection measures used in connection with the Software and/or Services or you otherwise use the Software and/or Services in breach of the terms of this EULA.
2.4 Ownership; No Other Licenses. The Company retains all rights, title and interest in the Company’s Services, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes, audiovisual effects, themes, settings, artwork, and any other rights not mentioned or registered or not and all applications thereof. The Company’s Services are protected by applicable laws and treaties throughout the United States and the world. Unless expressly authorized by mandatory legislation, the Company’s Services may not be copies, reproduced or distributed in any manner or medium, in whole or in part, without prior written consent of the Company. All rights not expressly granted to you herein are reserved by the Company.
3. THIRD PARTY SERVICE
The Company’s Services may include links to third party services and/or the third party services may be made available to you via the Company’s Services. The services of the third party provider may include, but are not limited to social media connectivity and other type services. Those services are subject to that respective third party terms and conditions. Please study these third party terms and conditions carefully as they constitute an agreement between you and the applicable third party service provider.
4. GENERAL LICENSE CONDITIONS
You agree not to: (1) commercially exploit the Company’s Services; (2) distribute, lease, license, sell, rent, lend, convey or otherwise transferor assign the Company’s Services, any copies thereof, or any passwords or usernames of the Company’s Services, without the express prior written consent of the Company of as set forth in this EULA; (3) make a copy of the Company’s Services of any part thereof, including but not limited to Software (other than as set forth herein); (4) make the Company’s Services publicly available or available on the network for use of download by multiple users; (5) except as otherwise specifically provided by the Company’s Services or this EULA, use or installation of the Company’s Services (or permitting others to do the same) on a network, for on line use, or on more than one computer or other computing unit at the same time; (6) reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify the Company’s Services, in whole or in part; (7) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Company’s Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (8) misrepresent the source of ownership of the Company’s Services; (9) transport, export or re-export (directly or indirectly) into any country forbidden to receive the Company’s Services by any U.S. or other export laws or accompanying regulations or otherwise violate such laws or regulations, that may be amended from time to time; or (10) scrape, build databases or otherwise create permanent copies of content returned from the Company’s Services.
The Company’s Services may include measures to control access to the Company’s Service, prevent unauthorized copies, or otherwise attempt to prevent anyone from exceeding the limited rights and licenses granted under this EULA. Only the Company’s Services subject to a valid license can be used to access online services, and download updates and patches. You may not interfere with such access control measures or attempt to disable or circumvent such security features. If you disable or otherwise tamper with the technical protection measures, the Services will not function properly.
The Services may allow you to create some content. In exchange for use of the Services and to the extent that you contributions through use of the Services gives rise to any copyright, design right or other intellectual or industrial property right you hereby grant the Company an exclusive, royalty-free, perpetual, irrevocable, fully transferable and sub-licensable right and license to use you created content in any way and for any purpose including, but not limited to 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 and industrial property rights by applicable laws.
6. PAYMENTS AND PURCHASES OF VIRTUAL GOODS
The Company may license you certain virtual goods to be used with the Company’s Services. Unless otherwise specified, these virtual goods shall be deemed an integral part of the Software.
SUBJECT TO MANDATORY LEGISLATION, YOU ACKNOWLEDGE THAT THE COMPANY IS NOT REQUIRED TO PROVIDE A REFUND FOR VIRTUAL GOODS FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL GOODS, WHETHER YOUR LOSS OF LICENSE UNDER THIS EULA WAS VOLUNTARY OR INVOLUNTARY.
7.1 Warranty for Physical Software Products. The Company warrants to you (if you are the initial and original purchaser of the Software) that, to the extent the Software is made available to you on a physical storage medium, the original storage medium holding the Software is free from defects in material and workmanship under normal use. Any implied warranties prescribed by statute are expressly limited to the warranty period described above.
7.2 No other Warranties. NOTWITHSTANDING THE ABOVEMENTIONED WARRANTY FOR PHYSICAL STORAGE MEDIUM SPECIFIED IN SECTION 7.1 ABOVE, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY’S SERVICES ARE PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. THE COMPANY DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, ACCURACY OF DATA (INCLUDING BUT NOT LIMITED TO LOCATION DATA), 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. 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 APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
8. OTHER TERMS AND CONDITIONS
8.1 Termination. This EULA will terminate automatically if you fail to comply with its terms and conditions. In such event, you must destroy all copies of the Software and all of its component parts and cease and desist from accessing any the Company’s Services. With regards to Software delivered on a physical storage medium you can end this EULA by destroying the Software and all copies and reproductions of the Software and deleting and permanently purging the Software from any client server or computer on which it has been installed.
8.2 Equitable Remedies. You hereby agree that if the terms of this EULA are not specifically observed, the Company will be irreparably damaged, and therefore you agree that the Company shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies with respect to your breach of any of the terms of this EULA, in addition to any other available remedies.
8.3 Miscellaneous. This EULA represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. The Company reserves the right, at its discretion, to change, modify, add or remove portions of this EULA by posting the updated EULA on the Company’s website. You will be deemed to have accepted such changes by continuing to use the Company Services. If any provision of this EULA is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this EULA shall not be affected.
8.4 Governing Law And Dispute Resolution. This EULA will be governed by the laws of Idaho without reference to its choice of law rules.
If a suit, action, arbitration or other proceeding of any nature whatsoever is instituted in connection with any controversy arising out of this EULA or to interpret or enforce any rights under the EULA, the Company’s attorney’s fees will be covered by you.