Vista Program License Agreement
IMPORTANT! Please read the following carefully.
By clicking on the “I Accept” button below and downloading, installing, and using the Vista software (the “Program”), You agree to be bound to the terms of this Agreement. If you are accepting these terms on behalf of another person, a company or other legal entity, You represent and warrant that You have full authority to bind that person, company or legal entity to this Agreement. If you do not agree to these terms, please click the “I Do Not Accept” button below to exit this Agreement and do not attempt to download, install or use the Program.
“Agreement” means this Umbra Program License Agreement, as the same may be amended from time to time.
“Umbra” means Umbra Ltd. or one of its subsidiaries.
“Program” means the photo software owned by Umbra for use with its frames, including upgrades, updates, fixes, modifications, new releases, in whole or in part, if any and as may be made by Umbra from time to time in its sole discretion made available to You through the Umbra website.
“You” and “Your” refer either to an individual person or to a single legal entity.
The Program is owned by Umbra, and is licensed, not sold. Umbra hereby grants You a non-exclusive, non-transferable, royalty-free, non-sublicensable, limited license to use the Program solely in connection with frames sold by Umbra, subject to the limitations below. All rights not explicitly granted herein are reserved by Umbra. Your use of the Program is subject to the following restrictions:
- You may install one
- single copy of the Program for each frame purchased. You may allow a third party to install and make use of the Program on a frame as contemplated in this Agreement so long as such third party
- agrees to abide and be bound by the terms of this Agreement in writing and uses the Program solely for Your benefit; and
- at all times You do not exceed the lawful number of licensed copies of the Program for each frame that You have acquired;
- You may not use, copy, translate, disassemble, decompile, reverse-engineer (to the extent permitted by applicable law), reverse-assemble, reverse compile, create derivative works, assign, sublicense, distribute, rent, lend, network, sell or lease the Program or otherwise allow third parties to access the Program (except as contemplated in this Agreement) without the express written permission of Umbra;
- You shall not make any attempt to circumvent any technological measures that control access to, or use of, the Program;
- You shall not remove nor obscure any Umbra or its licensor(s) patent, copyright, trade-mark or proprietary rights notices contained or affixed to the Program. You will reproduce all confidentiality and proprietary notices as included with the Program, if any;
- You acknowledge and agree that the Program remains the exclusive property of Umbra and You will not acquire any rights in the Program except as specified in this Agreement;
- You shall not unbundle individual or component parts of the Program; and
- You shall not use nor allow any third parties to use the Program for any commercial purposes nor in competition with Umbra or any of its products.
- This Agreement will begin on the day You click “I Accept” below and will continue unless terminated as described below.
- Umbra may terminate Your license if You fail to comply with the terms of this Agreement. If Umbra does so, You must promptly uninstall, remove, erase and destroy all copies of the Program.
LIMITATION OF LIABILITY
- THE PROGRAM IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS AND USE BY YOU OF THE PROGRAM IS SOLELY AT YOUR OWN RISK. UMBRA MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND REGARDING THE PROGRAM, WHETHER EXPRESS OR IMPLIED, AND UMBRA HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, WHETHER STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, UNINTERRUPTED OR ERROR FREE OPERATION, QUALITY, TITLE, ACCESSIBILITY, NON-INFRINGEMENT OR THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE.
- UMBRA HAS NO OBLIGATION TO CORRECT ERRORS NOR TO SUPPORT THE PROGRAM UNDER THIS AGREEMENT, NOR DOES UMBRA MAKE ANY PROMISES THAT THE PROGRAM WILL BE FREE OF ERRORS, OR IS SUITABLE FOR YOUR COMMERCIAL NEEDS.
- IN NO EVENT WILL UMBRA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC OR CONSEQUENTIAL DAMAGES, HOWSOEVER CAUSED, INCLUDING BUT NOT LIMITED TO, ANY LOST PROFITS, LOST SAVINGS, LOSS OF USE, BUSINESS INTERRUPTON, PUNITIVE, EXEMPLARY, AGGRAVATED OR ECONOMIC DAMAGES, ARISING FROM OR CONNECTED WITH THE USE OF THE PROGRAM PROVIDED BY UMBRA OR OTHERWISE RELATED TO THIS AGREEMENT, EVEN IF UMBRA OR ANY OF THEIR LAWFUL AGENTS, CONTRACTORS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIMS. IN NO EVENT WILL UMBRA’S TOTAL LIABILITY ARISING UNDER ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, GROSS NEGLIGENCE, FUNDAMENTAL BREACH, MISREPRESENTATION OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU FOR THE FRAME THAT YOU PURCHASED AND USED WITH THE PROGRAM. IN NO EVENT WILL UMBRA BE LIABLE TO YOU FOR DAMAGES OR LOSSES RESULTING FROM VIRUSES, DATA CORRUPTION, UMBRA’S CONTRACTORS, THIRD-PARTY SUPPLIER OF PRODUCTS OR SERVICES, DAMAGES OR LOSSES CAUSED BY YOU, OR YOUR RESPECTIVE EMPLOYEES, AGENTS OR SUBCONTRACTORS, OR OTHER EVENTS BEYOND THE REASONABLE CONTROL OF UMBRA.
- FOR THE PURPOSES OF THIS SECTION, UMBRA SHALL INCLUDE UMBRA’S AFFILIATES AND UMBRA’S AND ITS AFFILIATES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT.
You agree to fully defend, indemnify and hold harmless Umbra from any and all third party claims, damages, losses or expenses (including without limitation, punitive damages, court costs, arbitration fees, penalties, fines, amounts paid in settlement of claims, reasonable legal fees and expenses of investigation) (hereinafter referred to as the “Losses”), which Umbra or any of its respective officers, directors, employees or contractors, may incur, suffer or become liable for as a result of, or in connection with, any third party claim asserted against Umbra to the extent such claim is based upon Your use of the Program, or any portion thereof, or any breach by You of this Agreement.
If You are incorporated in Canada or are located in Canada, You hereby consent to the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflict of law rules applicable therein. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
If You are incorporated in Canada or are located in Canada, You hereby attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario, Canada in respect of any dispute arising under this Agreement. If You are incorporated in the United States or are located in the United States, You hereby attorn to the non-exclusive jurisdiction of the courts of the State of Delaware, United States in respect of any dispute arising under this Agreement.
- If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement remain in full force and effect.
- This Agreement is the complete agreement between You and Umbra regarding the use of the Program. It replaces any prior oral or written communications between You and Umbra concerning Your use of the Program.
- You agree to comply with all applicable export and import laws and regulations.
- Neither You nor Umbra will bring a legal action under this Agreement more than two (2) years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.
- You agree that any breach of this Agreement may cause irreparable damage to Umbra and that, in the event of such breach, in addition to any and all other remedies at law, Umbra shall have the right to seek an injunction, specific performance, or other equitable relief in any court of competent jurisdiction without the requirement of posting a bond or undertaking or proving injury as a condition of relief.
Last updated: November 8, 2012