END-USER LICENSE AGREEMENT
IMPORTANT: THIS SOFTWARE END-USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT (“Agreement”) BETWEEN YOU
(THE CUSTOMER, EITHER AS AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AS AN ENTITY)
AND GRADIENT. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING GRADIENT IMAGE PROCESSING AND
RELATED SOFTWARE COMPONENTS (“SOFTWARE”). IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY INFORMATION
AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE
AND AGREEING TO BECOME BOUND BY THE TERMS OF THIS AGREEMENT.
In order to use the Software under this Agreement, you must receive a “Source URL” at the time of purchase, in
accordance with the scope of use and other terms specified for each type of Software and as set forth in this
Section 1 of this Agreement.
1. License Grant.
1.1 This Agreement grants you a non-exclusive, non-transferable, limited license to the use rights for the Software,
without the right to grant sublicenses, subject to the terms and conditions in this Agreement. The Software is licensed,
1.2 You may install the Software on an unlimited number of Hosts. “Host” means any physical or virtual machine which is controlled by you.
1.3 Archive Copies. You are entitled to make a reasonable amount of copies of the Software for archival purposes. Each copy must reproduce all copyright and other proprietary rights notices on or in the Software Product.
1.4 Electronic Delivery. All Software and license documentation shall be delivered by electronic means unless otherwise specified on the applicable invoice or at the time of purchase. Software shall be deemed delivered when it is made available for download by you (“Delivery”).
2.1 Gradient shall provide you with source code so that you can create Modifications of the original software. “Modification” means: (a) any addition to or deletion from the contents of a file included in the original Software or previous Modifications created by You, or (b) any new file that contains any part of the original Software or previous Modifications. While you retain all rights to any original work authored by you as part of the Modifications, We continue to own all copyright and other intellectual property rights in the Software.
3. Restricted Uses.
3.1 You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer the Software or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Software by any means whatsoever (except and only to the extent that applicable law prohibits or restricts reverse engineering restrictions); (b) distribute, sell, sublicense, rent, lease or use the Software for time sharing, hosting, service provider or like purposes; (c) redistribute the Software or Modifications; (d) remove any product identification, proprietary, copyright or other notices contained in the Software; (e) modify any part of the Software, create a derivative work of any part of the Software (except as permitted in Section 4), or incorporate the Software, except to the extent expressly authorized in writing by Gradient; (f) publicly disseminate performance information or analysis (including, without limitation, benchmarks) from any source relating to the Software; (g) utilize any equipment, device, software, or other means designed to circumvent or remove any form of Source URL or copy protection used by Gradient in connection with the Software, or use the Software together with any authorization code, Source URL, serial number, or other copy protection device not supplied by Gradient; (h) use the Software to develop a product which is competitive with any Gradient product offerings; or (i) use unauthorized Source URLS or keycode(s) or distribute or publish Source URLs or keycode(s), except as may be expressly permitted by Gradient in writing. If your unique Source URL is ever published, Gradient reserves the right to terminate your access without notice.
3.2 UNDER NO CIRCUMSTANCES MAY YOU USE THE SOFTWARE AS PART OF A PRODUCT OR SERVICE THAT PROVIDES SIMILAR FUNCTIONALITY TO THE SOFTWARE ITSELF.
4.1 Notwithstanding anything to the contrary contained herein, except for the limited license rights expressly provided herein, Gradient and its suppliers have and will retain all rights, title, and interest (including, without limitation, all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Software and all copies, modifications and derivative works thereof (including any changes which incorporate any of your ideas, feedback or suggestions). You acknowledge that you are obtaining only a limited license right to the Software, and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise.
5. Fees and Payment.
5.1 The Software license fees will be due and payable in full as set forth in the applicable invoice or at the time of purchase. If the Software does not function properly within two weeks of purchase, please contact us within those two weeks for a refund. You shall be responsible for all taxes, withholdings, duties, and levies arising from the order (excluding taxes based on the net income of Gradient).
6. Support, Maintenance and Services.
6.1 Subject to the terms and conditions of this Agreement, as set forth in your invoice, and as set forth on the Gradient Image Processing page (https://gradient.ba/products/gradient-image-processing), support and maintenance services may be included with the purchase of your license.
7. Term of Agreement.
7.1 Term. This Agreement is effective as of the Delivery of the Software and is perpetual. Either party may terminate this Agreement (including all related Invoices) if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach, provided that Gradient may terminate this Agreement immediately upon any breach of Section 3 or if you exceed any other restrictions contained in Section 1, unless otherwise specified in this agreement; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the such party (and not dismissed within sixty (60) days)). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
7.2 Termination. Upon any termination of this Agreement, you shall cease any and all use of any Software and destroy all copies thereof.
8. Disclaimer of Warranties.
8.1 The Software is provided "as is," with all faults, defects and errors, and without warranty of any kind. The Gradient does not warrant that the Software will be free of bugs, errors, viruses, or other defects, and Gradient shall have no liability of any kind for the use of or inability to use the Software, the Software content, or any associated service, and you acknowledge that it is not technically practicable for Gradient to do so.
8.2 To the maximum extent permitted by applicable law, Gradient disclaims all warranties, express, implied, arising by law or otherwise, regarding the Software, the Software content, and their respective performance or suitability for your intended use, including without limitation any implied warranty of merchantability, fitness for a particular purpose.
9. Limitation of Liability.
9.1 In no event will Gradient be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the Software, the Software content, or this Agreement, whether based on contract, tort (including negligence), strict liability or other theory, even if Gradient has been advised of the possibility of such damages.
9.2 In no event will Gradient's liability exceed the Software license price as indicated in the invoice. The existence of more than one claim will not enlarge or extend this limit.
10.1 Your exclusive remedy and Gradient's entire liability for breach of this Agreement shall be limited, at Gradient's sole and exclusive discretion, to (a) replacement of any defective software or documentation; or (b) refund of the license fee paid to Gradient, payable in accordance with Gradient's refund policy.
11.1 Consent to the Use of Data. You agree that Gradient and its affiliates may collect and use technical information gathered as part of the product support services. Gradient may use this information solely to improve products and services and will not disclose this information in a form that personally identifies you.
11.2 Verification. We or a certified auditor acting on our behalf, may, upon its reasonable request and at its expense, audit you with respect to the use of the Software. Such audit may be conducted by mail, electronic means or through an in-person visit to your place of business. Any such in-person audit shall be conducted during regular business hours at your facilities and shall not unreasonably interfere with your business activities. We shall not remove, copy, or redistribute any electronic material during the course of an audit. If an audit reveals that you are using the Software in a way that is in material violation of the terms of the EULA, then you shall pay our reasonable costs of conducting the audit. In the case of a material violation, you agree to pay Us any amounts owing that are attributable to the unauthorized use. In the alternative, We reserve the right, at our sole option, to terminate the licenses for the Software.
12. Third Party Software.
12.1 Examples included in Software may provide links to third party libraries or code (collectively “Third Party Software”) to implement various functions. Third Party Software does not comprise part of the Software. In some cases, access to Third Party Software may be included along with the Software delivery as a convenience for demonstration purposes. Such source code and libraries may be included in the “…/Source-Code-Examples” source tree delivered with the Software and do not comprise the Software. Licensee acknowledges (1) that some part of Third Party Software may require additional licensing of copyright and patents from the owners of such, and (2) that distribution of any of the Software referencing or including any portion of a Third Party Software may require appropriate licensing from such third parties.
13.1 Entire Agreement. This Agreement sets forth our entire agreement with respect to the Software and the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements whether written or oral.
13.2 Amendment. Gradient reserves the right, in its sole discretion, to amend this Agreement from time. Amendments to this Agreement can be located at: https://gradient.ba/products/gradient-image-processing/license.
13.3 Assignment. You may not assign this Agreement or any of its rights under this Agreement without the prior written consent of Gradient and any attempted assignment without such consent shall be void.
13.4 Export Compliance. You agree to comply with all applicable laws and regulations, including laws, regulations, orders, or other restrictions on export, re-export, or redistribution of software.
13.5 Indemnification. You agree to defend, indemnify, and hold harmless Gradient from and against any lawsuits, claims, losses, damages, fines, and expenses (including attorneys' fees and costs) arising out of your use of the Software or breach of this Agreement.
13.6 Governing Law. This License shall be governed by and defined following the laws of Bosnia and Herzegovina. Gradient, Tuzla, and yourself irrevocably consent that the courts of Bosnia and Herzegovina shall have exclusive jurisdiction to resolve any dispute which may arise in connection with this License.
13.7 Attorneys' Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys' fees and costs in connection with such action.
13.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remainder of this Agreement will remain in full force and effect.
13.9 Waiver. Failure or neglect by either party to enforce at any time any of the provisions of this license Agreement shall not be construed or deemed to be a waiver of that party's rights under this Agreement.
13.10 Headings. The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs.
14. Contact Information.
14.1 If you have any questions about this EULA, or if you want to contact Gradient for any reason, please direct correspondence to firstname.lastname@example.org.