END-USER LICENSE AGREEMENT FOR DecideMeNow.com SOFTWARE – DS21®
IMPORTANT-READ CAREFULLY: This end-user license Agreement ("EULA") is a legally binding license agreement between the entity or organization you represent, or if you do not designate an entity or an organization in connection with a license purchase, you in your individual capacity on behalf of yourself (“you or “your) and Green Fluid Ventures, LLC.
BY PAYING THE LICENSE OR SUBSCRIPTION FEE FOR THE SOFTWARE YOU INDICATE YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT DESIRE TO ACCEPT THIS EULA OR AGREE TO THE TERMS OF THIS EULA, DON’T CONTINUE THE REGISTRATION OR PAYMENT PROCESS.
THE SOFTWARE IS PROTECTED BY U.S. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. GREEN FLUID VENTURES, LLC AND/OR ITS SUPPLIERS OR LICENSORS, ARE AND SHALL REMAIN THE OWNERS OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, BASIS, NOT SOLD.
YOU ACKNOWLEDGE AND AGREE: (A) THAT YOU ARE NOT AN OWNER OF THE SOFTWARE OR ANY COPIES OF THE SOFTWARE; (B) THAT YOU ARE A MERE LICENSEE OF THE SOFTWARE AND ANY COPIES OF THE SOFTWARE WITHOUT ANY RIGHT TO FURTHER TRANSFER OR DISTRIBUTE THE SOFTWARE OR ANY COPIES OF THE SOFTWARE OR PROVIDE ACCESS TO THE SOFTWARE IN ANY MANNER WITHOUT GREEN FLUID VENTURES, LLC’S PRIOR WRITTEN CONSENT; (C) NOT TO CHALLENGE THE ENFORCEABILITY OR VALIDITY OF THIS EULA; AND (D) NOT TO INITIATE ANY PROCEEDINGS INCONSISTENT WITH THE TERMS AND CONDITIONS OF THIS EULA.
THE SOFTWARE INCLUDES TECHNOLOGY DESIGNED TO PREVENT UNAUTHORIZED USE AND COPYING, AND TECHNOLOGY TO HELP YOU MANAGE LICENSES OR SUBSCRIPTIONS. SUCH TECHNOLOGY MAY PREVENT YOUR USE OF THE SOFTWARE IF YOU DO NOT FOLLOW THE VALIDATION, INSTALLATION, AND/OR LICENSE OR SUBSCRIPTION MANAGEMENT PROCESS DESCRIBED IN THE SOFTWARE AND DOCUMENTATION.
ONGOING ACCESS TO A SUBSCRIPTION TO THE SOFTWARE, IF APPLICABLE, REQUIRES: (A) A RECURRING INTERNET CONNECTION TO ACTIVATE, RENEW, AND VALIDATE THE SUBSCRIPTION LICENSE, (B) YOUR AUTHORIZED RESELLER’S, DISTRIBUTOR’S, OR GREEN FLUID VENTURES, LLC’S RECEIPT OF RECURRING SUBSCRIPTION PAYMENTS. IF GREEN FLUID VENTURES, LLC OR ITS AUTHORIZED RESELLERS AND DISTRIBUTORS DO NOT RECEIVE THE RECURRING SUBSCRIPTION PAYMENT, OR CANNOT VALIDATE THE SUBSCRIBED LICENSE PERIODICALLY, THEN THE SOFTWARE MAY BECOME INACTIVE WITHOUT ADDITIONAL NOTICE UNTIL GREEN FLUID VENTURES, LLC OR ITS RESELLERS AND DISTRIBUTORS RECEIVE THE PAYMENT, OR, THE SUBSCRIBED LICENSE IS VALIDATED.
Definitions
1. "Computer" means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.
2. "Content" means any video, audio, data, music, still images, quizzes and any other output of the Software and any video, audio, data, music, still images, quizzes or other input into the Software.
3. "Device" means a computer hardware system (whether physical or virtual) with a storage device or a mobile device capable of running the Software. A hardware partition or blade is considered to be a device.
4. "Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors (i.e., temporary employees) of a specific corporation or similar business entity. Internal Network does not include portions of the internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
5. “Library Content” shall mean any and all media assets embedded in the Camtasia Studio library or displayed or may be accessed through Green Fluid Ventures, LLC’s or its authorized licensors’ web sites, specifically, without limitation, Green Fluid Ventures, LLC, Digital Juice and Stock20 media assets comprised of digital still images, music, audio files, animations, clipart, composites, fonts, graphics, illustrations, motion sequences, photographs, sound effects, video, video trailers, data, quizzes, surveys or any other visual representation that is now known or may become known in the future, together with all accompanying metadata and other material.
6. “Online Services” means quiz or any other text, image, video, audio, data processing or hosting services.
7. “Resellers and Distributors” means a Green Fluid Ventures, LLC authorized partner, e-merchant or a portal, within which Green Fluid Ventures, LLC manages its Software channel.
8. "Software" means use of a copy of computer software identified above and associated media, Library Content and Online Services and a copy of the printed materials, and may include "online" or electronic documentation as well as licensed third party Content. The Software does not include source code.
9. "Trial Version" means a version of the Software which may have limited features and is limited in terms of the length of time the Software may be used and will cease operating after a predetermined amount of time ("the Trial Period") due to an internal mechanism within the Trial Version. The Software will notify you that the Software is in trial mode, which may include, but would not be limited to, watermarking.
10. “Your Content” means the Content resulting from your use of the Software.
1. Grant of License and Restrictions.
The following section applies to all versions of the Software:
1.1 General Grant. If you obtained the Software from Green Fluid Ventures, LLC or one of its authorized Resellers or Distributors and so long as you comply with the terms and conditions of this EULA as a condition to the license granted herein, Green Fluid Ventures, LLC hereby grants you a non-exclusive, non-transferable, limited personal license to use and run one copy of the Software in a manner consistent with its design, documentation, and your order. You may only use the Software according to the license ordered by you and granted by Green Fluid Ventures, LLC. Green Fluid Ventures, LLC offers several license types to meet the needs of its customers’ particular licenses that are offered for the Software depending on the intended use of the Software. Your order shall designate the specific application of the Software which may include, a Multi-user License, Site License, Enterprise License, or Volume Discount License, for example.
2. Description of other Rights and Limitations.
Green Fluid Ventures, LLC’s grant to you of a non-exclusive, nontransferable, limited personal license to install and use the Software in a manner consistent with its design, documentation, and your order, is further conditioned upon your compliance with all of the following conditions:
2.1 Limitations on Reverse Engineering, De-compilation, and Disassembly. You may not reverse engineer, decompile, translate, localize or disassemble the Software.
2.2 Separation of Components. The Software is licensed as a single product. Its component parts may not be separated for use on more than one Computer. You may not unbundle or repackage the Software for distribution.
2.3 No Rental. You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the Software, or any access code or any licenses associated with the same for any purpose, except as otherwise expressly provided in this EULA.
2.4 No Software License Transfers.
2.4.1 You may not transfer this license under any circumstances without Green Fluid Ventures, LLC’s prior written consent/approval, any such consented to or approved transferee must acknowledge, accept and agree in writing to be bound by the terms and conditions of this EULA.
2.4.2 You may not transfer licenses on a short term basis or transfer temporary rights to use the Software without Green Fluid Ventures, LLC’s prior written consent/approval.
3. Intellectual property Rights.
This EULA is for the licensed use and access to the Software and not an agreement for sale. You acknowledge that irrespective of any use of the word, “subscription” “purchase”, “Reseller”, or the like hereunder, no ownership rights are being conveyed to you under this EULA or otherwise and you agree that all rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights, whether foreign or domestic, in and to the Software (including, but not limited to, any source or object code, images, photographs, animations, video, audio, music, text, and apps incorporated into the Software), the accompanying printed materials, and any copies of the Software, are owned by and shall remain the sole property of Green Fluid Ventures, LLC or its suppliers or licensors.
4. Injunctive Relief.
The parties agree that if you utilize or otherwise use any of the Software in an unauthorized manner, or breach the remaining terms and conditions of this EULA, that such use or breach would have a devastating and serious impact on Green Fluid Ventures, LLC's continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss or damage to Green Fluid Ventures, LLC. The parties agree that in such event, in addition to Green Fluid Ventures, LLC’s right to recover damages for a breach of this EULA, Green Fluid Ventures, LLC shall be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction, without posting of bond or other security or proof of actual damages, to prevent you, your employees, agents, consultants, or independent contractors from engaging in any further use copying, reproduction, distribution, modification, adaptation, or making of derivative works or display of the Software or the continued breach of the remaining terms and conditions of this EULA .
5. U.S. Government Restricted Rights.
The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is: Green Fluid Ventures, LLC, PO Box 26095, Lansing, MI 48909-6095. You acknowledge and agree as a condition to the license granted under this EULA that the Software may not be downloaded or otherwise exported or re-exported: (i) into (or the national resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of specially Designated Nationals or the U.S Commerce Department's Table of Denial Orders. By using the Software, you are agreeing to the foregoing and are representing and warranting that you are not located in or under the control of, a national resident of any such country or on any such list.
7. Warranty.
Green Fluid Ventures, LLC Does not warrant or guarantee the performance, suitability for a specific purpose or task. The software is provided ‘As Is’
8. Customer Remedies.
Green Fluid Ventures, LLC's and its suppliers' or licensor's entire liability and your exclusive remedy shall be, at Green Fluid Ventures, LLC's option, either: (a) return the license fee paid, or (b) remedy the software issue(s) that might have caused the problem.
9. NO OTHER REMEDIES.
EXCEPT FOR THE REMEDDY EXPRESSLY SET FORTH IN SECTION 8 ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GREEN FLUID VENTURES, LLC AND ITS SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH REGARD TO THE SOFTWARE, CONTENT, OR LIBRARY CONTENT AND ANY ACCOMPANYING HARDWARE.
10. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GREEN FLUID VENTURES, LLC OR ITS SUPPLIERS, OR LICENSORS, 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, CONTENT, OR LIBRARY CONTENT, EVEN IF GREEN FLUID VENTURES, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
11. Content, Library Content and Indemnity.
11.1 You acknowledge and understand your Content is your sole responsibility including making and keeping back-up copies of your Content and your use and distribution of your Content is at your sole discretion and risk. You shall be solely responsible for any claims or causes of action that may arise in connection with such use and distribution of your Content. Notwithstanding anything to the contrary herein, Green Fluid Ventures, LLC has no responsibility or liability for the deletion or accuracy of your Content or any other Content or Library Content, the failure to store, transmit or receive transmission of your Content or any other Content or Library Content (whether or not processed by the Online Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Software. Certain features of the Software enable you to specify the level at which the Software may restrict access to your Content. You are solely responsible for applying the appropriate level of access to your Content. You further agree to defend, indemnify and hold Green Fluid Ventures, LLC, its affiliates, subsidiaries, officers, directors, employees, consultants, agents, suppliers, licensors, Resellers, and Distributors from any and all third party claims, whether foreign or domestic, and any and all liability, damages and/or costs including, but not limited to, reasonable attorney fees, arising from your use of the Software and your Content and the distribution of the same, your violation of this EULA, or the infringement or violation by you or any other user of the Software, of any agreement of any kind or any intellectual property or other right, including but not limited to, patent, trademark, copyright or trade secret rights of any person or entity or any claims that may or are alleged to result in the invasion of privacy, slander, libel or for infringement on a person’s rights of publicity due to the publication or distribution of your Content.
11.2 Ownership of Content and Library Content, License, and Restrictions.
11.2.1 Ownership. Title and intellectual property rights in and to any Content or Library Content, displayed by, reproduced, recorded or accessed through the Software, belongs to the respective Content or Library Content owners. Such Content or Library Content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing or displaying such Content or Library Content. This EULA does not grant you any rights to use such Content or Library Content other than as expressly indicated in the Software, this EULA or any Addendums to the same. The Software may be used to reproduce or record your Content, so long as such use is limited to the reproduction of non-copyrightable Content, Content which you own the intellectual property rights in and to the same, or Content which you are authorized or legally permitted to reproduce, record or display.
11.3 Green Fluid Ventures, LLC’s Access to Your Content. You acknowledge that the Online Service is automated (e.g., your Content is uploaded using software tools and Green Fluid Ventures, LLC servers) and that Green Fluid Ventures, LLC personnel will not access, view, or listen to any of your Content, except as reasonably necessary to perform the Services, including but not limited to, the following: (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, or technical issues; (c) as deemed necessary or advisable by Green Fluid Ventures, LLC in good faith to conform to legal requirements or comply with legal process; or (d) enforce this EULA, including investigation of potential violations hereof.
12. Survival.
The conditions, restrictions and obligations as contained in this EULA which you have voluntarily agreed to shall survive any expiration, termination or cancellation of this EULA, and shall continue and remain in effect to bind you, and your employees, agents, successors, heirs and assigns to the extent necessary to fulfill their essential purposes.
13. Integration.
This EULA and the applicable license order and Addendums sets forth the entire Agreement and understanding between the parties as to the subject matter of this EULA and supersedes all prior discussions, representations, and amendments of understandings of every kind and nature between the parties.
14. Amendments.
Except as otherwise provided in this EULA, this EULA may be amended from time to time by Green Fluid Ventures, LLC only and only upon Green Fluid Ventures, LLC’s release of a new version of the Software. You must accept any newly amended terms and conditions of this EULA before installing, copying or otherwise using the newly released Software. Except as otherwise provided in this section 14 of this EULA, this EULA may not be amended, altered, or any of its provisions waived on behalf of either party, except in writing executed by both parties' duly authorized agent. Notwithstanding the provisions of this section 14 (Amendments), Green Fluid Ventures, LLC may amend its privacy policy at any time by posting a new version of its privacy policy at its web site along with an outline of the changes to the privacy policy.
15. Assignability.
Except as otherwise expressly provided under this EULA, this EULA and the rights and duties under this EULA may not be assigned by you without the prior written consent of Green Fluid Ventures, LLC.
16. Benefit.
Except to the extent forbidden in this EULA, this EULA shall be binding upon and inure to the benefit of the respective successors and assigns of the parties.
17. Captions.
Captions contained in this EULA are inserted for reference and in no way define, limit, extend or describe the scope of the EULA or intent of any provision in the EULA.
18. Severability.
If any provision of this EULA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this EULA shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the EULA to the other party.
19. Authority to Accept.
You warrant and represent to Green Fluid Ventures, LLC this EULA shall be binding upon you, and that the individual agreeing to be bound under the terms and conditions of this EULA is authorized or has been empowered to do so.
20. Third Party Beneficiary.
You acknowledge and agree that Green Fluid Ventures, LLC's suppliers and licensors (and/or Green Fluid Ventures, LLC if you obtained the Software from any party other than Green Fluid Ventures, LLC) are third party beneficiaries of this EULA, with the right to enforce the obligations set forth herein with regard to the respective technology, applicable software or Content of such suppliers, licensors and/or Green Fluid Ventures, LLC.
21. Third Party Acknowledgement and Terms.
The Software licensed under the terms and conditions of this EULA may use or include third party components, Content, other copyrighted material, and/or open source software which may be subject to certain “open source” or ”free software” licenses (“Open Source Software”). Acknowledgments, licensing terms and additional disclaimers for such components, Content, materials, or Open Source Software are contained in the "online" electronic documentation for the Software, including without limitation, a 3rdPartyLicensing.txt file or may otherwise accompany the same, or are contained in Addendums to this EULA, and your use of such components, Content, other materials, and/or Open Source Software is governed by their respective terms and conditions and nothing in this EULA limits your rights under or grants you rights that supersede the terms and conditions of any such applicable third party terms and conditions for such third party components, Content, materials, and/or Open Source Software.
22. Miscellaneous.
This EULA is governed by the laws of the State of Illinois, U.S.A to the extent that U.S. federal laws are not applicable, without regard to their conflicts of law principles. You agree to the exclusive jurisdiction of the Courts of the State of Illinois, U.S.A. and the United States district court located or has a presence in Will County, Illinois, U.S.A. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. The parties to this Agreement waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed five (5) business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on inconvenient forum and any objection to venue of any action instituted under this EULA by Green Fluid Ventures, LLC in any jurisdiction. This EULA shall not be governed by the United Nations' Convention on Contracts for the International sale of Goods, the application of which is expressly excluded. If you are a federal, state, or local government entity in the United States using the Software in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, this EULA and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Illinois (excluding choice of law).
23. Changes to a Site or Enterprise Due to Acquisitions, Divestures, Mergers, and Organic Growth.
If the number of qualified desktops or seats changes by more than 10% as a result of: (i) an acquisition of an entity or an operating division, (ii) a divesture of an affiliate or an operating division; (iii) a merger, or (iv) organic growth, Green Fluid Ventures, LLC will work with you in good faith to determine how to accommodate the changed circumstances in the context of a Site License, for example. If you acquire or merge with an organization with an existing "Site License" Green Fluid Ventures, LLC will work with the surviving organization in good faith to accommodate its changed circumstances in the context of this EULA.
Green Fluid Ventures, LLC and DS 21 are registered trademarks of Green Fluid Ventures, LLC in the United States and/or other countries.