End-User License Agreement
PLEASE READ THIS END-USER LICENSE AGREEMENT CAREFULLY. BY ACCESSING OR USING ALL OR ANY PORTION OF THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE. YOU ACKNOWLEDGE THAT THIS LICENSE IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS LICENSE IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT ACCESS OR USE THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE, DO NOT USE THE SOFTWARE AND REQUEST THAT THE SUBSCRIPTION BE CANCELLED.
YOU MAY HAVE ANOTHER WRITTEN AGREEMENT DIRECTLY WITH C3 SOFTWORKS, INC. THAT SUPPLEMENTS OR SUPERSEDES ALL OR PORTIONS OF THIS LICENSE.
THIS SOFTWARE MAY BE USED TO REPRODUCE MATERIALS. IT IS LICENSED TO YOU ONLY FOR REPRODUCTION OF NON-COPYRIGHTED MATERIALS, MATERIALS IN WHICH YOU OWN THE COPYRIGHT, OR MATERIALS THAT YOU ARE AUTHORIZED OR LEGALLY PERMITTED TO REPRODUCE. IF YOU ARE UNCERTAIN ABOUT YOUR RIGHT TO COPY OR PERMIT ACCESS TO ANY MATERIAL, YOU SHOULD CONTACT YOUR LEGAL ADVISOR.
1. General.
The SOFTWARE is licensed, not sold, to you by C3 SOFTWORKS, INC. for use under the terms of this LICENSE, and C3 SOFTWORKS, INC. reserves all rights not expressly granted to you. The rights granted herein are limited to the rights of C3 SOFTWORKS, INC. and its licensors’ intellectual property rights in the SOFTWARE. You own the media on which the SOFTWARE is recorded, but C3 SOFTWORKS, INC. retains ownership of the SOFTWARE itself. The terms of this LICENSE will govern any software upgrades provided by C3 SOFTWORKS, INC. that replace and/or supplement the original SOFTWARE, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern. Title and intellectual property rights in and to any content displayed by or accessed through the SOFTWARE belongs to the respective content owner. Such content may be protected by copyrights, patents, trademarks, or other intellectual property rights, and may be subject to the terms of use of the third party providing such content. This LICENSE does not grant you any rights to use such content.
2. Definitions.
C3 SOFTWORKS, INC. means C3 SoftWorks Incorporated, a Minnesota Corporation with a registered office at 4570 W. 77th St. - STE. 315 Edina, MN 55435 COMPUTER means a computer device that accepts information in digital or similar form and manipulates it for a specific result based upon a sequence of instructions. GAME means an output file generated using the BravoZone and the game building programs housed on this platform. GAME END USER means an individual who uses a GAME on a COMPUTER. INTERNAL NETWORK means a proprietary network resource accessible only by employees and individual contractors of a specific entity, such as a corporation, municipality, or school district. 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. LICENSE means this End-User License Agreement for the SOFTWARE. NETWORK means any accessible network resource, whether proprietary or public. SOFTWARE means (a) all of the information with which this LICENSE is provided, including, but not limited to, (i) the BravoZone and the game building programs housed on this platform; (ii) sample and stock photographs, images, sounds, clip art, and other artistic works bundled with the BravoZone and the game building programs housed on this platform, and not obtained from C3 SOFTWORKS, INC. or another party through a separate service; and (iii) related explanatory written materials and files; and (b) any modified version and upgrades, SOFTWARE UPDATES, and additions to, such information, provided to you by C3 SOFTWORKS, INC. at any time, to the extent not provided under a separate agreement. SOFTWARE UPDATE means a major revision, minor revision, feature SOFTWARE UPDATE, or other modification of the SOFTWARE providing a new product functionality that is first distributed outside the context of a product release and may be included in the next full product release, if any. LICENSED NUMBER means one (1) unless otherwise indicated under a valid license, such as a volume license, granted by C3 SOFTWORKS, INC.
3. Software License.
C3 SOFTWORKS, INC. grants you a non-transferable, non-exclusive, non-sub licensable right to use the SOFTWARE in one of the following manners: General Use. You may access the SOFTWARE, provided that you have an active subscription to said product, from any computer. The SOFTWARE may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce. You may use the content contained in or otherwise included with the SOFTWARE to use GAMES. You are restricted to the number of GAMES you can use under this LICENSE. Unless otherwise authorized by C3 SOFTWORKS, INC., such as through a separate licensing agreement, you are prohibited from distributing any GAMES outside of your organization. PLEASE NOTE: THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES, OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
4. Intellectual Property Ownership.
The SOFTWARE and any copies that you make are the intellectual property of and are owned by C3 SOFTWORKS, INC. The structure, organization, and code of the SOFTWARE are the valuable trade secrets and confidential information of C3 SOFTWORKS, INC. The SOFTWARE is protected by law, including, but not limited to, the copyright laws of the United States and other counties, and by international treaty provisions. Except as expressly stated herein, this LICENSE does not grant you any intellectual property rights in the SOFTWARE. All rights not expressly granted in this LICENSE are reserved by C3 SOFTWORKS, INC.
5. Restrictions.
You may not copy the SOFTWARE except as explicitly set forth in this LICENSE. Any permitted copy of the SOFTWARE that you make, including back up copies, copies for portable or home use, and copies made available on an INTERNAL NETWORK, must contain the same copyright and other proprietary notices that appear on or in the SOFTWARE. You may not copy, decompile, reverse engineer, disassemble, modify, adapt, translate, attempt to discover the source code of, or create derivative works of the SOFTWARE or any part thereof except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the SOFTWARE. You may not rent, lease, sell, sublicense, assign, or transfer your rights in the SOFTWARE or authorize any portion of the SOFTWARE to be copied onto another COMPUTER except as may be permitted in this LICENSE or in writing from C3 SOFTWORKS, INC. You shall ensure that all individuals having access to the SOFTWARE shall observe and perform all the terms and conditions of this LICENSE. At your own expense, you shall promptly enforce the restrictions in this LICENSE against any person who gains access to the SOFTWARE and who violates the restrictions set forth in this LICENSE by instituting and diligently pursuing all legal and equitable remedies against him or her. You agree to immediately notify C3 SOFTWORKS, INC. in writing of any misuse, misappropriation, or unauthorized disclosure, display, or copying of the SOFTWARE that may come to your attention. You agree to indemnify, defend, and hold harmless C3 SOFTWORKS, INC. from any and all losses and third-party claims arising out of or in connection with your use of the SOFTWARE or breach of this LICENSE.
6. Consent to Use of Data.
You agree that C3 SOFTWORKS, INC. may collect and use technical and related information, including, but not limited to, technical information about your computer, system, and application software, and peripherals, that is gathered periodically to facilitate the provision of software SOFTWARE UPDATES, product support, and other services of or relating to the SOFTWARE, and to verify compliance with this LICENSE.
7. Termination.
This LICENSE is effective until terminated. Your rights under this LICENSE will terminate automatically without notice from C3 SOFTWORKS, INC. if you fail to comply with any term or terms of this LICENSE. Upon the termination of this LICENSE, you shall cease all use of the SOFTWARE and destroy all copies, full or partial, of the SOFTWARE.
8. Limited Warranty.
C3 SOFTWORKS, INC. warrants that the media on which the SOFTWARE is delivered by C3 SOFTWORKS, INC. to be free from defects in materials and workmanship under normal use for a period of 30 days from the date of original retail purchase. Your exclusive remedy under this Section shall be, at option of the C3 SOFTWORKS, INC., a refund of the purchase price of the product containing the SOFTWARE or a replacement of the SOFTWARE which is returned to C3 SOFTWORKS, INC. THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF SATISFACTORY QUALITY, AND OF FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO 30 DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS THE ONLY WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.
10. Disclaimer of Warranties.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. EXCEPT FOR THE LIMITED WARRANTY ON MEDIA SET FORTH ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED BY THE SOFTWARE ARE PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND C3 SOFTWORKS, INC. HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. C3 SOFTWORKS, INC. DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED BY THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY C3 SOFTWORKS, INC. OR AN AUTHORIZED REPRESENTATIVE OF C3 SOFTWORKS, INC. SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
11. Limitation of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL C3 SOFTWORKS, INC. BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF C3 SOFTWORKS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall the total liability of C3 SOFTWORKS, INC. to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed your purchase price of the SOFTWARE. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
12. Taxes.
You shall pay all taxes and duties, including all sales, use, excise, goods and services, and value-added taxes, and all related interest and penalties that are levied, assessed, or otherwise imposed by a governmental authority by reasons of this LICENSE or any transaction hereunder, except for the following: (a) taxes for which you provide C3 SOFTWORKS, INC. a valid tax exemption or resale certificate; (b) taxes based upon the net income of C3 SOFTWORKS, INC.; and (c) interest and penalties caused by C3 SOFTWORKS, INC.
13. Export Control.
You may not use or otherwise export or re-export the SOFTWARE except as authorized by United States law and the laws of the jurisdiction in which the SOFTWARE was obtained. In particular, but without limitation, the SOFTWARE may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the SOFTWARE, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of missiles, and nuclear, chemical, or biological weapons.
14. Government End Users.
The SOFTWARE and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
15. Controlling Law and Severability.
This LICENSE and the rights and liabilities arising hereunder shall be construed by and determined in accordance with the laws of the State of Minnesota applicable to business arrangements entered into and performed entirely within the State of Minnesota. The Courts of the State of the Minnesota and the United States District Court for the State of Minnesota shall have exclusive jurisdiction over the parties to this LICENSE, including the parties’ successors, assigns, and designees, in any dispute arising under this LICENSE. No state or federal court other than the aforementioned courts in Minnesota shall have jurisdiction over the Parties in any dispute arising under this LICENSE. It is the intention that this section function as a mandatory forum-selection clause.
16. Complete Agreement; Governing Language.
This LICENSE constitutes the entire agreement between in relation to the use of the SOFTWARE licensed hereunder and supersedes all prior or contemporaneous understandings regarding the SOFTWARE. There are no representations, warranties, or commitments except as set forth herein. No amendments to or modifications of this License will be binding unless in writing and signed by C3 SOFTWORKS, INC. Any translation of this License is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this LICENSE shall govern.
17. Injunctive Relief.
You understand and agree that C3 SOFTWORKS, INC. will suffer irreparable injury in the event you fail to comply with the terms of this LICENSE and that monetary damages may be inadequate to compensate C3 SOFTWORKS, INC. for this breach because of the unique nature of the SOFTWARE. Accordingly, you agree that C3 SOFTWORKS, INC. will, in addition to any other remedies available to it at law or in equity, be entitled to injunctive relief, without posting a bond, to enforce the terms of this LICENSE.