End-User License Agreement (EULA)
IMPORTANT - READ CAREFULLY: This End-User License Agreement (“EULA”) is a legal agreement between you (either an individual or a single entity) and GIGAPIX SYSTEMS LLC (“GIGAPAN”) for the software product identified above, which includes computer software and may include associated media, printed materials, and “online” or electronic documentation (“SOFTWARE PRODUCT”). The SOFTWARE PRODUCT may also include updates and supplements to the original SOFTWARE PRODUCT provided to you by GIGAPAN. In the event of a disagreement between this EULA and the EULA accepted by you at the time you actually purchase the SOFTWARE PRODUCT through the GIGAPAN checkout process, the latter shall be deemed the more current and shall control over the former. If you do not agree to the terms of this EULA, do not download and install or use the SOFTWARE PRODUCT.
SOFTWARE PRODUCT LICENSE
The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold, and hence your purchase is that of a license.
GRANT OF LICENSE. This EULA grants you the following rights:
(a) Applications Software. You may install, use, access, display, run, or otherwise interact with (“RUN”) one copy of the SOFTWARE PRODUCT, or any prior version for the same operating system, on a single computer, workstation, terminal or other digital electronic device ("COMPUTER").
(b) Storage/Network Use. You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to RUN the SOFTWARE PRODUCT on your other COMPUTERS over an internal network; however, you must acquire and dedicate a license for each separate COMPUTER on which the SOFTWARE PRODUCT is RUN from the storage device. A license for the SOFTWARE PRODUCT may not be shared or used concurrently on different COMPUTERS.
(c) Reservation of Rights. All rights not expressly granted are reserved by GIGAPAN.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
(a) Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. You may not use any portion of the SOFTWARE PRODUCT to create derivative products of any kind.
(b) Separation of Components. The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one COMPUTER.
(c) Trademarks. This EULA does not grant you any rights in connection with any trademarks or service marks of GIGAPAN.
(d) Rental. You may not rent, lease, or lend the SOFTWARE PRODUCT.
(e) Support Services. GIGAPAN may provide you with support services related to the SOFTWARE PRODUCT (“Support Services”). Use of Support Services is governed by the GIGAPAN policies and programs described in the user manual, in “online” documentation, and/or in other materials provided by GIGAPAN. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information you provide to GIGAPAN as part of the Support Services, GIGAPAN may use such information for its business purposes, including for product support and development.
(g) Termination. Without prejudice to any other rights, GIGAPAN may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.
- UPGRADES. If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by GIGAPAN as being eligible for the upgrade in order to use the SOFTWARE PRODUCT. A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements (and may disable) the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this EULA. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one COMPUTER.
- COPYRIGHT. All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and “applets” incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are licensed or owned by GIGAPAN and/or its suppliers. All title and intellectual property rights in and to the content which may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation which is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials, if any, accompanying the SOFTWARE PRODUCT.
- BACKUP COPY. After installation of one copy of the SOFTWARE PRODUCT pursuant to this EULA, you may keep the original media on which the SOFTWARE PRODUCT was provided solely for backup or archival purposes. If the original media is required to use the SOFTWARE PRODUCT on the COMPUTER, you may make one copy of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE PRODUCT or printed material, if any, accompanying the SOFTWARE PRODUCT.
- U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE PRODUCT and accompanying documentation are deemed to be "commercial computer Software" and "commercial computer Software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction release, performance, display or disclosure of the SOFTWARE PRODUCT and accompanying documentation by the U.S. Government will be governed solely by the terms of this EULA and will be prohibited except to the extent expressly permitted by the terms of this EULA.
- EXPORT RESTRICTIONS. You agree that you will not download, export or re-export the SOFTWARE PRODUCT, any part thereof, or any process or service that is the direct product of the SOFTWARE PRODUCT (the foregoing collectively referred to as the “Restricted Components”), to any country, person or entity subject to U.S. export restrictions. You specifically agree that you will not download, export, or re-export the SOFTWARE PRODUCT (a) into, or to a national or resident of, any country to which the United States has embargoed goods, or (b) to anyone on the United States Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders or (c) in contravention of United States or other applicable law. By downloading or using the SOFTWARE PRODUCT, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. You acknowledge that it is your sole responsibility to comply with any and all government export and other applicable laws, regulations and rules and that GIGAPAN has no further responsibility for such compliance after the initial license to you.
- GOVERNING LAW AND VENUE. This EULA is governed by the laws of the United States and the State of Oregon, without reference to conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This EULA shall not be subject to the Uniform Commercial Code. Any dispute between you and GIGAPAN regarding this EULA will be subject to the exclusive venue of the state and federal courts in the State of Oregon in the United States of America. This EULA is the entire agreement between you and GIGAPAN and supersedes any other communications, oral or written, or advertising with respect to the SOFTWARE PRODUCT and documentation. If any provision of this EULA is held invalid, the remainder of this EULA will continue in full force and effect. No provision hereof shall be deemed waived or modified except in a written addendum signed by an authorized representative of GIGAPAN. Should you have any questions concerning this EULA, or if you desire to contact GIGAPAN for any reason, please write: GigaPan, 2200 NW Savier St, Portland, OR 97210, USA.
(a) LIMITED WARRANTY FOR SOFTWARE PRODUCTS. GIGAPAN warrants that the SOFTWARE PRODUCT will operate on your computer for a period of thirty (30) days from the date of receipt. GIGAPAN warrants that any support services it provides shall be substantially as described in applicable written materials provided to you as contemplated by Section 2(e) herein, and will make commercially reasonable efforts to solve any order fulfillment or technical support problems or issues, as the case may be; provided, however that GIGAPAN specifically disclaim any and all warranties regarding the availability, timeliness, or accuracy of any such support services information given. THIS WARRANTY COVERS ONLY DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY (30) DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, any and all implied warranties on the SOFTWARE PRODUCT are limited to thirty (30) days.
(b) LIMITATION OF IMPLIED WARRANTY OR CONDITION. If an implied warranty or condition is created by your state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF THIS LIMITED WARRANTY (THIRTY (30) DAYS). AS TO ANY DEFECTS DISCOVERED AFTER THE THIRTY (30) DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. Some states/jurisdictions do not allow limitations on how long an implied warranty or condition lasts, so the above limitation may not apply to you.
- APPLICATION TO ENTIRE DEMONSTRATION AND PURCHASE PROCESS. By accepting this EULA, you agree that the limitations of warranty and liability provided in this EULA shall be held to cover the entire demonstration and purchase process from the start of your first use of the SOFTWARE PRODUCT from demonstration and thereafter. The purchase process shall be defined to include, without limitation, any commercial efforts by GIGAPAN or its agents to market and promote this product to you as well as any checkout process intended to secure the sale, including the encryption and transmission of your data electronically to GIGAPAN’s or its agents’ credit card transaction systems, and any promotional offers made to you as part of or immediately after the checkout or SOFTWARE PRODUCT uninstall process. If you do not agree with the application of these limitations to the entire promotion and purchase process, do not accept this EULA.
- LIMITATION OF CLAIM PERIOD. Any claim of defect or failure, regardless of applicable express or implied warranty, must be made to GIGAPAN, in writing at GigaPan, 2200 NW Savier St., Portland, OR 97210, USA within thirty (30) days of any purchase. You agree that a failure to notify GIGAPAN, as the case may be, of any such claim within this thirty (30) day claim period completely releases GIGAPAN, as the case may be, of any responsibility, warranty or liability associated with the SOFTWARE PRODUCT regardless of whether this warranty is created by your state/jurisdiction and federal or state/provincial law.
- CUSTOMER REMEDIES. GIGAPAN's and its suppliers' entire liability and your exclusive remedy shall be, at GIGAPAN's option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet the Limited Warranty set forth herein and that is returned to GIGAPAN with a copy of your receipt (or sufficient identifying information to be able to retrieve your purchase information in lieu thereof, at GIGAPAN’s sole discretion). This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any support services offered by GIGAPAN are available without proof of purchase from an authorized international source.
- LIMITATION OF LIABILITY. To the maximum extent permitted by applicable law, in no event shall GIGAPAN, or its agents, officers or suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the SOFTWARE PRODUCT or the advertising of the SOFTWARE PRODUCT or the provision of or failure to provide support services, even if GIGAPAN has been advised of the possibility of such damages. In any case, the entire liability under any provision of this EULA or any responsibility or liability created by the laws of your state/jurisdiction shall be limited to the greater of the amount actually paid by you for the SOFTWARE PRODUCT or U.S. $5.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you.
- NO PERFORMANCE WARRANTY. GIGAPAN specifically disclaims any representation or warranty for the amount of performance increase or utility provided by the SOFTWARE PRODUCT. By purchasing this software and accepting this EULA you specifically agree that no representation or warranty is made by GIGAPAN that the SOFTWARE PRODUCT will necessarily increase performance or provide a utility benefit on your computer, and that no claim of specific deficiency, defect, or underperformance has been made with respect to your computer. Any claims of performance increases or utility made for the SOFTWARE PRODUCT are those of possible or potential improvement or utility, and no representation warranty is offered that a specific utility or amount of performance increase, if any, will be realized on any particular computer. Each computer is different and the scenarios under which they are used are different, and no claim is made that any one computer or usage scenario shall result in any performance increase or utility benefit from the SOFTWARE PRODUCT. Your sole remedy for any dissatisfaction with the presence of or the degree or amount of performance improvement or utility shall be limited to the customer remedies described above.
- NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, GIGAPAN and its suppliers disclaim all other warranties and conditions, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, with regard to the SOFTWARE PRODUCT, and the provision of or failure to provide support services. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING, OR LICENSE AGREEMENTS THAT MAY ACCOMPANY THE PRODUCT ITSELF. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GIGAPAN AND ITS AGENTS, OFFICERS, AND SUPPLIERS PROVIDE THE SOFTWARE AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER 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 ACCURACY OR COMPLETENESS OR RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES AND OF LACK OF NEGLIGENCE, OF FAILURE TO PREVENT VIRUSES, TROJAN HORSES OR OTHER CONTAMINATING OR DESTRUCTIVE FEATURE, OF FAILURE TO PREVENT UNAUTHORIZED ACCESS OR USE ALL WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, AND CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. This limited warranty gives you specific legal rights. You may have others, which vary from state/jurisdiction to state/jurisdiction.
- ENTIRE AGREEMENT; SEVERABILITY. This EULA is the entire agreement between you and GIGAPAN relating to the SOFTWARE PRODUCT and the support services (if any), and it supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the SOFTWARE PRODUCT or any other subject matter covered by this EULA. If any provision of this EULA is held invalid, the remainder of this EULA will continue in full force and effect. No provision hereof shall be deemed waived or modified except in a written addendum signed by an authorized representative of GIGAPAN. In the event of a disagreement between this EULA and the EULA accepted by you at the time you actually purchase the SOFTWARE PRODUCT through the GIGAPAN checkout process, the latter shall be deemed the more current and shall control over the former. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.