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Stockbox Photo® END USER LICENSE AGREEMENT (EULA)
(Updated - July 1st, 2012)


Stockbox Photo® and www.stockboxphoto.com are owned and operated as a division of 7351119 Canada Inc. The following are the terms and conditions upon which Stockbox Photo® will license you (in this document, you will be referred to as "you" or the "Client") to use certain software created by and belonging to Stockbox Photo®, pursuant to the terms and conditions of this End User License Agreement (EULA or License). PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. UPON ACCEPTANCE OF YOUR ORDER BY Stockbox Photo®, YOU BECOME BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE.

1. Stockbox Photo® grants to the Client a limited non-exclusive License to install the Licensed Software on a single server, in one directory only (single installation/single domain), and to use the Licensed Software with respect to one set of data only. The data generated by the Licensed Software may be stored or made available on more than one computer or over a network, but this License does not allow the Licensed Software to be run on or be executed by more than one server on a network. To allow the Licensed Software to be run on or be executed by more than one server on a network, the Client must acquire and dedicate a License for each separate computer or directory which runs or executes the Licensed Software. Stockbox Photo® also grants to the Client the right to reproduce the manuals and other documents relating to the installation and use of the Licensed Software (the "Documentation") only as required for the Client's authorized use of the Licensed Software. This License is conditional upon the Client paying all applicable license fees and respecting the terms hereof. Failure to do so will void any rights granted under this license. The Client agrees to receive periodic notifications via electronic mail (email) regarding the products and services provided by Stockbox Photo®.

2. OWNERSHIP AND LIMITS TO USE
The Licensed Software and the Documentation remain at all times the sole and exclusive property of Stockbox Photo®. In order to protect the rights of Stockbox Photo®, the Client undertakes to comply with the following:
(a) The Client shall not reproduce the Licensed Software beyond the number of permitted copies, nor shall the Client reproduce, distribute, transmit or provide access to the Licensed Software to or for the benefit of a third party;
(b) The Client shall not sublicense, loan, sell, or otherwise transfer all or part of the Licensed Software or Documentation or any interest therein to or for the benefit of a third party;
(c) The Client shall not remove, alter or obliterate any copyright notices found in the Licensed Software or its source code; including but not limited to the "Powered by Stockbox Photo® Gallery Software" text and link. The only exception being when an "unbranded" license has been purchased. The unbranded license grants permission to the client to remove any visual reference to Stockbox Photo®, but it must leave the following metatag information "Stockbox Photo® Gallery Software - www.stockboxphoto.com - Do Not Remove This Line" or other copyright notices in the source code intact; and
(d) The client shall not use the licensed software for any illegal purposes or as part of any illegal activity. Any illegal use of the licensed software is strictly forbidden and will void any rights granted under this license. In addition the client assumes full responsibility for their actions in this regard and Stockbox will remain harmless in the case of actions brought on by law enforcement agencies.
(e) The Client shall ensure that its personnel, including any consultants, comply with all of the terms and conditions of this License and shall be liable for any breaches thereof.

3. MINIMUM CONFIGURATION
The Client is responsible for ensuring that the computer systems onto which the Licensed Software is installed meet the minimal requirements prescribed from time to time by Stockbox Photo®.

4. TECHNICAL SUPPORT, UPDATES AND UPGRADES
For a period of one year (upgrades do not extend this period) from the date of the original order for the Licensed Software, Stockbox Photo® will make available to the Client, free of charge, updates of the Licensed Software and support via email and/or the Help Desk provided by Stockbox Photo®. After one year, continuation of both support and updates will be contingent upon yearly payment of a flat yearly "Support and Update Fee". Currently the annual Support and Update fee is US$120.00 for a Professional license and US$240 for an Enterprise license. Stockbox Photo® reserves the right to change this fee structure at its sole discretion. The Update and Support Fee is payable in full prior to the expiration of the then current support period and the amount payable will be the fee in effect at the time of renewal. If you fail to pay the Update and Support Fee, you may still use the Licensed Software as stipulated in this License, but support will be billed at Stockbox Photo®'s hourly rate then in effect for consulting services and updates will be subject to a new license at the then prevailing price. Stockbox Photo® reserves the right to charge an "upgrade license" fee for new versions of the software that include new or improved functionality. Should support be required as a result of the Licensed Software ceasing to function as a result of a modification, adaptation or addition to the Licensed Software made by the Client or on its behalf, Stockbox Photo® will invoice the Client for all time spent to identify such malfunction and to carry out any remedial work at Stockbox Photo®'s hourly rate then in effect for consulting services. In order to troubleshoot issues with a Client's installation, Stockbox Photo® will require FTP (File Transfer Protocol), gallery admin and database admin login details. If the Client is unable or unwilling to provide Stockbox Photo® with the required access then Stockbox Photo® may not be able to provide support as described in this agreement. Please note that although we take the security of your personal information seriously, we will not be held liable for any loss or misuse of any information supplied to Stockbox Photo® (either through our help desk or otherwise provided).

5. LIMITATION OF LIABILITY
THE LICENSED SOFTWARE AND THE DOCUMENTATION ARE PROVIDED TO THE CLIENT AS IS. EXCEPT AS EXPRESSLY STIPULATED HEREIN, Stockbox Photo® MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, RELATING TO THE USE, PERFORMANCE OR RESULTS WHICH MAY BE OBTAINED THROUGH THE USE OF THE LICENSED SOFTWARE AND DOCUMENTATION, INCLUDING WITH RESPECT TO TECHNICAL SUPPORT AND UPGRADES. Stockbox Photo® EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Stockbox Photo® SHALL IN NO EVENT BE LIABLE TO THE CLIENT UNDER ANY CIRCUMSTANCES FOR ANY LOST PROFITS OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OR ALTERATION OF DATA, INTERRUPTION OF BUSINESS AND/OR LOSS OF EMPLOYEE WORK TIME. IN ANY EVENT, THE TOTAL LIABILITY OF Stockbox Photo® SHALL NOT EXCEED THE AGGREGATE PAYMENTS RECEIVED BY Stockbox Photo® HEREUNDER. THIS DISCLAIMER APPLIES WITHOUT LIMITATION REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES ARE OR WERE FORESEEABLE.

6. INSTALLATION AND USE OF LICENSED SOFTWARE
The Client shall follow the instructions found in the Documentation relating to the proper installation and use of the Licensed Software.

7. IMPROVEMENTS AND MODIFICATIONS TO THE LICENSED SOFTWARE
The Client may modify, adapt and create improvements to the "look and feel" of Licensed Software as it deems appropriate solely for its own purposes (the "Improvements"). The Improvements are restricted to the the "look and feel" only. The Client is not permitted to add features or functions without the expressed written consent of Stockbox Photo®. The Client acknowledges that the exercise of such right does not confer upon it any right of ownership in the Licensed Software or any right to provide, license, assign, sell or lease to third parties such modified, adapted or improved version of the Licensed Software, or the Improvements independently of the Licensed Software. The Client may communicate all or part of the Improvements to Stockbox Photo® as it deems appropriate, thereby automatically granting to Stockbox Photo® a perpetual royalty-free license to copy, distribute, communicate to the public, modify and adapt such Improvements and to sub-license others to use such Improvements, which license will survive the expiration or termination of this License. Stockbox Photo® shall be under no obligation to integrate into the Licensed Software any material provided by the Client under this clause. The software's PHP source is encoded and any attempts to de-compile or reverse engineer the encoded software will result in the immediate termination of this agreement without notice. It is also agreed that Stockbox Photo® can use screenshots of the client's website and/or hyperlinks to the client's website for the purpose of demonstrating how the software may be customized and but not limited to promoting Stockbox Photo® and it's products.

8. CONFIDENTIALITY
The Client acknowledges that all information relating to the Licensed Software that it has obtained or shall obtain, including any source code of the Licensed Software, are of a confidential nature and are considered to be trade secrets exclusively owned by Stockbox Photo®. The Client expressly undertakes to use the information relating to the Licensed Software it receives in conformity with this License and to hold such information in confidence without disclosing it to any third party during the term of this License and at all times subsequent to its termination or expiration for whatever reason. The Client shall not use the information relating to the Licensed Software for the benefit of third parties or to provide consulting services to third parties.

9. NON TRANSFERABILITY
Neither this License nor any rights or licenses granted hereunder may be assigned, transferred, delegated, sublicensed nor time shared without the prior written consent of Stockbox Photo®. Any such assignment, transfer, delegation, sublicense or time sharing in breach of this undertaking is void and results in the immediate termination of this License.

10. TERMINATION
Stockbox Photo® shall have the right to terminate this License immediately without notice in the event that:
a) the Client breaches any of the terms and conditions of this License or refuses or neglects to pay the applicable license fees when they fall due; or
b) the Client files a petition in bankruptcy or for the appointment of a receiver, or if an involuntary petition in bankruptcy is filed against the Client and said petition is not discharged within thirty (30) days, or if the Client becomes insolvent or makes a general assignment for the benefit of its creditors, or if the business or property of the
Client comes into the possession of its creditors or of a governmental agency or of a receiver. The Client undertakes in the event of termination of this License to immediately cease any and all use of the Licensed Software, to deliver up to Stockbox Photo® the Licensed Software and the Documentation, and to destroy any copies made.

11. ENTIRE LICENSE
All prior proposals, understandings, and/or agreements between the parties that relate to the subject matter of this License are hereby superseded and merged into this License.

12. GOVERNING LAW
This License, its construction, performance, scope, validity and effects are governed and shall be construed in accordance with the laws applicable and in force in the province of Ontario, Canada.

13. VENUE
The parties agree, for any claim or judicial proceedings for whatever reason relating to this License, to designate and hereby designate the courts of the judicial jurisdiction of Ontario, Canada, as the appropriate venue for the hearing of any such claims or judicial proceedings, to the exclusion of any other courts, judicial district or jurisdiction that may have the right to hear such dispute.

14. LANGUAGE
The parties hereby confirm that they each require that this License and all documents and notices in connection therewith be drawn up in English.


By submitting your order and/or installing an update or upgrade you acknowledge having read this license and agree to be bound thereby.

 

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Stockbox Photo® US Trademark No. 3893429 and Canadian Trademark No. 1479413