SmartDraw End User License Agreement
H. GENERAL:
This License, together with the Sales Order , forms 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 any provision of this License is declared by a Court of competent jurisdiction to be invalid, illegal, or unenforceable, such 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 jurisdiction of, and venue in, the state and federal courts located in San Diego, California, USA for any dispute or matter relating to, arising from or connected with this License agreement. Notwithstanding the foregoing, SmartDraw.com shall have the right to seek injunctive relief and the enforcement of judgments in any court of competent jurisdiction. 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 licensors, as a third party beneficiary of any rights, licenses, products or services granted or provided by us to you hereunder. SmartDraw.com may freely assign or delegate this Agreement, in whole or in part. This License is personal to you, and you agree not to assign or delegate, in whole or in part, this License or any of your rights or obligations hereunder without prior written approval from SmartDraw.com. Such written approval will be granted only upon sale or transfer of all or substantially all of your stock or assets to another ongoing business in the same field. Such approval will be at the discretion of SmartDraw.com. Any assignment in violation of the forgoing restrictions shall be considered null and void.
U.S. Government Users. All software included in the Product and provided to the U.S. Government, including its civilian and military agencies, is commercial computer software that was developed at private expense prior to its provision to any U.S. Government entity. Subject to any applicable regulations set out in the FAR or DFARS (and any superseding regulations), the Product is provided with the commercial license rights and restrictions described elsewhere in this Agreement. For Department of Defense agencies, the restrictions set forth in the "Technical Data - Commercial items" clause at DFARS 252.227-7015 (Nov 1995) shall also apply. Contractor/manufacturer is SmartDraw.com, 9909 Mira Mesa Blvd., Suite 300., San Diego, CA 92131.
You agree that your use of the Product shall comply with all applicable laws and regulations. Without limiting the foregoing, 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.
Validation
The software will, from time to time, update or require download of the validation feature of the software. Validation verifies that the software has been activated and is properly licensed. During a validation check, the software will send information about the software to SmartDraw.com. This information includes the version of the software and the serial number. BY USING THE SOFWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
If the software is not properly licensed, the installation may cease functioning.
Some of the software features connect to SmartDraw.com over the internet to obtain additional content, especially if you have not done a complete installation of all software content. Unless otherwise noted, you may switch off this feature or not use it. Contact SmartDraw support for information on switching off this feature and ensuring you have all content installed locally. BY USING THE SOFTWARE, YOU CONSENT TO THE TRANSMISSION OF THIS INFORMATION.
FURTHER RESTRICTIONS ON 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 its licensors. As a user of this Product, you are free to use, modify and publish the Images as part of your own work product, subject to all of the restrictions set out below and elsewhere herein, and any additional conditions described in the credits dialog of certain symbol libraries. To determine if an Image you wish to use is covered by any copyright restrictions, right-click on the Image and select "Credits." All Images may be reproduced on a limited basis without fees or permissions. If more than a limited number of copies are being made, some copyright owners may request authorization to reproduce their images, and may require that a copyright notice and permission credits be shown. In the case of the Netter Images, owned by Elsevier, fees may apply to reproduction of more than a limited number of copies. Contact the copyright owner for more information.
YOU MAY, subject to any restrictions set out below and elsewhere herein:
- 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 your own work 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.
- make one (1) copy of the Image(s) as incorporated in the Product for backup or archival purposes.
B. YOU MAY NOT
- create scandalous, obscene, defamatory or immoral works using the Image(s), nor use the Image(s) for any purpose that is prohibited by law.
- 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.
- 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.
- rent, lease, sublicense or lend the Image(s), or a copy thereof, to another person or legal entity.
- use any Image(s) except as expressly permitted by this License.
- use any Image(s) that relate to identifiable individuals, products or entities in any manner that suggests their association with, or endorsement of, any product or service.
- make a modification to a licensed image which would remove embedded copyright information from the image.
You acknowledge that neither SmartDraw.com, nor its principals, shareholders, officers, employees, contractors, affiliates, or licensors, 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 defend, indemnify and hold harmless SmartDraw.com and its principals, shareholders, officers, employees, contractors, affiliates, and licensors, from any and all third party claims and damages arising from your breach of any of the restrictions set forth herein.
