READ CAREFULLY: 123RF LIMITED LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.
By installing, downloading, accessing, or otherwise copying or using all or any portion of the CAPTOCAM Materials, (i) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.
If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE CAPTOCAM MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE CAPTOCAM MATERIALS, LICENSEE MAY RETURN THE CAPTOCAM MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE.
The words “CAPTOCAM", “Agreement” and “Licensee” and other capitalized terms used in this Agreement are defined terms. The definitions can be found in Exhibit A (if the terms are not defined in the main body of the Agreement).
Subject to and conditioned on Licensee’s continuous compliance with this Agreement and payment of the applicable fees, CAPTOCAM grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to Install and Access the Licensed Materials, in each case solely (a) in the Territory, (b) within the scope of the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with the other terms of this Agreement. Various License Types are described in Exhibit B. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1).
1.2 Upgrades and Previous Versions.
1.2.1Effect of Upgrades.
If CAPTOCAM or a Reseller provides Licensee with an Upgrade to other Licensed Materials previously licensed to Licensee, the Licensed Materials previously licensed to Licensee and any other CAPTOCAM Materials relating thereto will thereafter be deemed to be a “Previous Version.” Except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), the license grant and other rights with respect to any Previous Version will terminate one hundred twenty (120) days after Installation of the Upgrade. Within such one hundred twenty (120) day period, except as set forth in Section 1.2.2 (Exception for Relationship Program Licensees), (a) Licensee must cease all use of any Previous Version and Uninstall all copies of the Previous Version, and (b) upon expiration of such period, such Previous Version will no longer constitute Licensed Materials but rather will be deemed to be Excluded Materials and Licensee will no longer have a license for any such Previous Version. At CAPTOCAM’s request, Licensee agrees to destroy or return to CAPTOCAM or the Reseller from which they were acquired all copies of the Previous Version. CAPTOCAM reserves the right to require Licensee to show satisfactory proof that all copies of any Previous Version have been Uninstalled and, if so requested by CAPTOCAM, destroyed or returned to CAPTOCAM or the Reseller from which they were acquired.
1.2.2 Exception for Relationship Program Licensees
The termination of rights as to Previous Versions described in Section 1.2.1 (Effect of Upgrades) may not apply to Licensee if and to the extent (a) Licensee participates in a Relationship Program and the Relationship Program Terms authorize Licensee to retain such Previous Versions or (b) otherwise authorized in writing by CAPTOCAM.
1.3 Upgrades and Previous Versions.
The Licensed Materials (or portions thereof) may be subject to terms (e.g., terms accompanying such Licensed Materials or made available in connection with ordering, installing, downloading, accessing, using or copying such Licensed Materials) that are in addition to or different from the terms set forth in this Agreement, and Licensee agrees to comply with such terms.
1.4 Other Materials.
If CAPTOCAM provides or makes available to Licensee any additional materials associated with the Licensed Materials, including any corrections, patches, service packs, updates or upgrades to, or new versions of, the Licensed Materials (including Upgrades) or any Supplemental Materials or User Documentation for the Licensed Materials, (a) such additional materials may include or be subject to other terms in addition to or different from the terms set forth in this Agreement (including, without limitation, additional or different fees, license terms, or restrictions on use), and Licensee agrees to comply with such terms, or (b) if there are no other terms for such additional materials, they will (except as otherwise provided by Section 1.2 (Upgrades and Previous Versions)) be subject to the same terms (including, without limitation, the licenses, applicable License Type and Permitted Number, and other terms of this Agreement) as the Licensed Materials to which such additional materials apply. In no event will the foregoing result in any rights with respect to Excluded Materials.
Licensee may permit the Licensed Materials to be Installed and/or Accessed only by Licensee’s Personnel (except as otherwise designated in the applicable License Type), and any such Installation or Access will be subject to any other requirements imposed by this Agreement and the applicable License Type and Permitted Number. Licensee will be responsible for compliance with this Agreement by Licensee’s Personnel and any other persons who may have Access to the CAPTOCAM Materials through Licensee (whether or not such Access is authorized by CAPTOCAM or within the scope of the applicable License Type and Permitted Number).
1.6Third-Party Licensed Materials /li>
The CAPTOCAM Materials may contain or be accompanied by third-party software, data or other materials that are subject to and provided in accordance with terms that are in addition to or different from the terms set forth in this Agreement. Such terms may be included or referenced in or with such third-party software, data or other materials or a web page specified by CAPTOCAM (the URL for which may be obtained on CAPTOCAM’s website or on request to CAPTOCAM). Licensee agrees to comply with such terms. In addition, Licensee will take sole responsibility for obtaining and complying with any licenses that may be necessary to use third-party software, data or other materials that Licensee uses or obtains for use in conjunction with the Licensed Materials. Licensee acknowledges and agrees that CAPTOCAM has no responsibility for, and makes no representations or warranties regarding, such third-party software, data or other materials or Licensee’s use of such third-party software, data or other materials.