IMPORTANT: CAREFULLY READ THIS LICENSE AGREEMENT ("LICENSE") BEFORE USING THIS PRODUCT.
* YOUR INSTALLATION, COPYING, OR USE OF THIS PRODUCT INDICATES YOUR ACCEPTANCE OF THIS LICENSE, AND THAT YOU AGREE TO BE BOUND BY AND COMPLY WITH ALL OF ITS TERMS.
* IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE, THEN: (A) DO NOT COPY, INSTALL, OR USE THIS PRODUCT, AND (B)RETURN THE COMPLETE PRODUCT TO SMARTDRAW.COM IMMEDIATELY FOR A REFUND OF THE LICENSE FEES THAT YOU HAVE PAID.
A. LICENSE:
SmartDraw.com (also referred to as "we" or "us") hereby grants you a non-exclusive, non-transferable (without the right to sublicense) license to use the Product (as defined below) in accordance with all of the terms and conditions of this License.
The "Product" consists of: (1) all materials with which this License is packaged by SmartDraw.com, which may include, but are not limited to, computer program(s), software, and code; images; photographs; templates; symbols; texts; accompanying printed materials; and "online" or electronic documentation, and (2) any supplemental software code and supporting materials which may be provided to you as part of support services provided or authorized by SmartDraw.com for the Product.
B. YOU MAY:
1. install and use(solely in accordance with Product documentation and the terms and restrictions set forth in this License)one copy of the Product on a single computer. You may also make a second copy of the Product, and install and use(solely in accordance with Product documentation and the terms and restrictions set forth in this License) it on a home or portable computer used exclusively by you.
2. [If you purchased a workgroup multi-seat license]: install the Product on more than one computer, or install the Product on a network server so that multiple computers can access it. The Product may be installed on a network server only where the number of computers with access to the Product via that server does not exceed the number of computers specified in your purchase receipt for the workgroup multi-seat license. For example, if your purchase receipt specifies a workgroup multi-seat license for 100 computers, the Product may be installed: (a) on a network server where it will be accessible by no more than 100 different computers connected to the network served by that server, or (b) on up to 100 individual PC's, or (c) or on some combination of both (a) and (b), provided that the total number of PC's with access to the software does not exceed 100.
3. [if you purchased a workgroup concurrent-user license]: install the Product on a network server, where the number of PC's that access the Product simultaneously does not exceed the number of users specified in your purchase receipt for the workgroup concurrent-user license.
4. make one copy of the Product for archive or backup purposes. You may also store or install a copy of the Product on a storage device, such as a network server, used only to install or run the Product on your other computers over an internal network; however, you must acquire and dedicate a license for each separate computer on which the Product is installed or run from the storage device.
5. if this Product includes Clipart and/or Photo Images, use the Clipart and/or Photo Images only if you comply with the terms set out in the Guidelines for the Use of Clipart and Photo Images below, provided that all provisions and terms of this License for the benefit or protection of SmartDraw.com herein are also fully incorporated by reference into such Guidelines, in addition to all terms and conditions contained in such Guidelines.
C. YOU MAY NOT:
1. install, use, distribute or copy the Product except as expressly permitted in this License.
2. translate, reverse engineer, decompile, or disassemble the Product, except to the extent, if any, that such activities are clearly and expressly permitted by applicable law despite such restrictions.
3. rent, lease or assign the Product.
4. modify the Product, merge the Product as part of any other product or collection of products, or create derivative works derived from the Product, without the prior written consent of SmartDraw.com
5. transfer the Product or your rights under this License to someone else
6. permit others to perform any of activities (1) - (5) immediately above.
In addition, in no event do we authorize you or anyone else to use the Product in applications or systems where the Product's failure to perform can reasonably be expected to result in significant physical injury, property damage, or loss of life, including but not limited to use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems. The Product is not fault-tolerant and is not designed, manufactured or intended for any such use. Any such use is entirely at your own risk, and you agree to hold SmartDraw.com, and its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries and parent organizations, harmless from any and all claims or losses relating to such unauthorized use.
D. TERM:
Your rights regarding the Product under this License shall remain in effect only as long as you are in full compliance with the terms and conditions of this License, and shall terminate automatically if you fail to comply with any such terms or conditions. You agree, upon termination, to destroy all copies of the Product received, made or used by you in connection with this License. The Limitations of Warranties and Liability set out below shall continue in force even after any termination.
E. OWNERSHIP
All patents, copyrights, trademarks, trade secrets and other ownership rights in the Product are and shall remain in SmartDraw.com or third parties with which SmartDraw.com has licensing arrangements. The source code of the Product and all information regarding the design, structure or internal operation of the Product are valuable trade secrets of SmartDraw.com or third parties with which SmartDraw.com has licensing arrangements ("Confidential Information"), provided however, that "Confidential Information" shall not include information which otherwise would be Confidential Information to the extent that such information was publicly known prior to the time you received it, or became known to you through no violation of any of your, or others', confidentiality obligations to any other party regarding the Product. To the extent, if any, to which you may learn any Confidential Information, you shall not sell, transfer, publish, disclose, display, or otherwise permit access by any third party to, the Confidential Information.
You shall ensure that any copies of the Product that you make or have made pursuant to this License bear all copyright and other proprietary notices contained in or affixed to the copy or copies of the Product as created and packaged by us. All rights of any kind in the Product, which are not expressly granted in this License, are entirely and exclusively reserved to and by SmartDraw.com.
F. SERIAL NUMBER
This License has a unique serial number. Publishing of this serial number will be deemed a material breach of this License.
G. LIMITATION OF WARRANTIES AND LIABILITY:
LIMITED WARRANTY AND DISCLAIMER OF WARRANTY
ALL MATERIALS PROVIDED BY SMARTDRAW.COM, INCLUDING BUT NOT LIMITED TO THE PRODUCT, ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. FURTHER, SMARTDRAW.COM DOES NOT WARRANT THAT ANY SUCH MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF SUCH MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH MATERIALS IS ASSUMED BY YOU. IF ANY SUCH MATERIALS ARE DEFECTIVE, YOU, AND NOT SMARTDRAW.COM OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE RISK OF SUCH DEFECT(S), AND THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
WITHOUT LIMITING THE ABOVE, THERE IS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY SMARTDRAW.COM, ON ANY MATERIALS PROVIDED BY SMARTDRAW.COM, INCLUDING BUT NOT LIMITED TO THIS PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SMARTDRAW.COM, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
NEITHER SMARTDRAW.COM, ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF ANY MATERIALS PROVIDED BY SMARTDRAW.COM, INCLUDING BUT NOT LIMITED TO THIS PRODUCT, SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE SUCH MATERIALS, EVEN IF SMARTDRAW.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
H. GENERAL:
This License is the entire agreement between you and us regarding the subject matter set forth herein, superseding any other agreement or discussions, oral or written, and may not be changed except by a signed agreement. This License shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law applicable to choice of law and excluding the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. If any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such a provision shall be severed from the License and the other provisions shall remain in full force and effect. The prevailing party in any action to enforce or interpret this License agreement shall be entitled to recover its costs and expenses, including attorneys' fees.
You agree to the exclusive (non-exclusive if you are located outside of the U.S.) jurisdiction of, and venue in, the state and federal courts located in San Diego, California for any dispute or matter relating to, arising from or connected with this License agreement (enforcement of any legal decision may be enforced in any court of competent jurisdiction). There are no third party beneficiaries of any promises or obligations of SmartDraw.com herein. Any waiver by us of any violation of this License by you shall not constitute, nor contribute to, a waiver by us of any other or future violation of the same provision, or any other provision, of this License. The parties acknowledge and agree that no third party (including but not limited to your customers, clients or licensees) shall have any rights, either against us or our suppliers, as a third party beneficiary of any rights, licenses, products or services granted or provided by us to you hereunder. Paragraphs E, G and H shall survive any termination of this License agreement. You agree not to assign, in whole or in part, this License agreement or any of your licenses or rights hereunder. Any assignment in violation of the forgoing restrictions shall be considered null and void.
If the Product is being acquired by the U.S. Government, the Product is commercial computer software and documentation developed exclusively at private expense and belongs to SmartDraw.com, and (i) if acquired by or on behalf of a civilian agency, shall be subject to the terms of this computer software license agreement as specified in 48 C.F.R. 12.212 of the Federal Acquisition Regulations and its successors, and (ii) if acquired by or on behalf of units of the Department of Defense ("DoD") shall be subject to the terms of this commercial computer software license agreement as specified in 48 C.F.R. 227.7202.2, DoD FAR supplement and its successors. Contractor/manufacturer is SmartDraw.com, 10085 Carroll Canyon Rd., San Diego, CA 92131.
You understand that the Product is subject to the export control laws and regulations of the U.S. or other applicable jurisdictions. You agree that you will not export or re-export the Product in violation of such laws or regulations.
SmartDraw reserves the right, upon reasonable advance written notice to you, to inspect your facilities, servers and computers to ensure that you are in full compliance with this License agreement.
GUIDELINES FOR THE USE OF
CLIPART, SYMBOLS, TEMPLATES, PHOTO OBJECTS AND PHOTOGRAPHIC IMAGES
This Product contains numerous clipart, symbols, templates and photo images (collectively referred to as the "Images"), which are either owned by SmartDraw.com or licensed from a third party. As a user of this Product you are free to use, modify and publish the Images as you wish, subject to all of the restrictions set out below and any additional conditions described in the credits dialog of certain symbol libraries. If you are uncertain as to whether your intended use is in compliance with the Guidelines set out below, we recommend that you seek the advice of your own attorney or legal counsel. SmartDraw.com will not provide you with an opinion as to whether your use is in compliance with these Guidelines.
A. YOU MAY, subject to any restrictions set out below:
1. incorporate any Image(s) into your own original work and publish, display and distribute your work in any media. You may not, however, resell, sublicense or otherwise make available the Image(s) for use or distribution separately or detached from a product or web page. For example, the Image(s) may be used as part of a web page design, but may not be made available for downloading separately or in a format designed or intended for permanent storage or re-use by others. Similarly, clients may be provided with copies of the Image(s) (including digital files) as an integral part of your work product, but may not be provided with the Image(s) or permitted to use the Image(s) separately or as part of any other product.
2. make one (1) copy of the Image(s) for backup or archival purposes.
B. YOU MAY NOT
1. create scandalous, obscene, defamatory or immoral works using the Image(s), nor use the Image(s) for any other purpose, which is prohibited by law.
2. use or permit the use of the Image(s) or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the Image(s) or any part thereof.
3. use the Image(s) in electronic format, on-line or in multimedia applications unless the Image(s) are incorporated for viewing purposes only, and no permission is given to those viewing the Images to download and/or save the Image(s) for any reason.
4. rent, lease, sublicense or lend the Image(s), or a copy thereof, to another person or legal entity.
5. use any Image(s) except as expressly permitted by this License.
6. use the Image(s) related to identifiable individuals, products or entities in a manner, which suggests their association with, or endorsement of any product or service.
C. YOU AGREE THAT
1. ALL CLIPART, SYMBOLS, TEMPLATES, PHOTO OBJECTS AND PHOTOGRAPHIC IMAGES
PROVIDED BY SMARTDRAW.COM, ARE PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. FURTHER, SMARTDRAW.COM DOES NOT WARRANT THAT ANY SUCH MATERIALS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF SUCH MATERIALS WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF SUCH MATERIALS IS ASSUMED BY YOU. IF ANY SUCH MATERIALS ARE DEFECTIVE, YOU, AND NOT SMARTDRAW.COM OR ITS DEALERS, DISTRIBUTORS, AGENTS, OR EMPLOYEES, ASSUME THE ENTIRE RISK OF SUCH DEFECT(S), AND THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
WITHOUT LIMITING THE ABOVE, THERE IS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NONINFRINGEMENT MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, MADE BY SMARTDRAW.COM, ON ANY CLIPART, SYMBOLS, TEMPLATES, PHOTO OBJECTS AND PHOTOGRAPHIC IMAGES PROVIDED BY SMARTDRAW.COM, INCLUDING BUT NOT LIMITED TO THIS PRODUCT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SMARTDRAW.COM, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
NEITHER SMARTDRAW.COM, ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, SUBSIDIARIES, OR PARENT ORGANIZATIONS, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF ANY CLIPART, SYMBOLS, TEMPLATES, PHOTO OBJECTS AND PHOTOGRAPHIC IMAGES PROVIDED BY SMARTDRAW.COM, INCLUDING BUT NOT LIMITED TO THIS PRODUCT, SHALL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE SUCH MATERIALS, EVEN IF SMARTDRAW.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
2. you acknowledge that neither SmartDraw.com, nor its principals, shareholders, officers, employees, affiliates, contractors, subsidiaries, or parent organizations, are liable for any offensive, harmful, illegal, indecent, incorrect, incomplete or inaccurate data, information or materials either comprising, part of, or associated with any Image or collection of Images. You agree to indemnity and hold harmless SmartDraw.com if you breach any of the restrictions set forth herein.
