EYE-FI X2 UTILITY (X2U)
End User License Agreement
IMPORTANT – PLEASE READ CAREFULLY THE TERMS OF THIS END USER LICENSE AGREEMENT (“AGREEMENT”). BY CLICKING ON THE “I AGREE” BUTTON, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY, OR, IF YOU HAVE DOWNLOADED THIS SOFTWARE AS AN EMPLOYEE OF A COMPANY RATHER THAN IN YOUR PERSONAL CAPACITY, ON BEHALF OF THAT COMPANY, (YOU OR ANY SUCH COMPANY, “YOU” OR “CUSTOMER”), AND TO BIND THE CUSTOMER TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD CLICK ON THE “CANCEL” BUTTON TO DISCONTINUE THE INSTALLATION OF THE LICENSED SOFTWARE AND DELETE ALL COPIES OF THE LICENSED SOFTWARE IN YOUR POSSESSION.
- Agreement. This Agreement is a legal agreement between Customer and Eye-Fi, Inc. (“Eyefi”) for the Eye-Fi X2 Utility software application (the “Licensed Software”). By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein. By downloading, installing, or using the Licensed Software you agree to be bound by the terms of this Agreement. If you do not agree to the terms and conditions of this Agreement or do not have the authority warranted above, do not download, install, or use the Licensed Software.
- License. Subject to the terms and conditions of this Agreement, Eyefi grants to Customer a nontransferable, nonexclusive, royalty-free, fully paid, revocable, worldwide license (without the right to sublicense) to install, use, execute and operate the Licensed Software, in executable object code format only, in accordance with its accompanying documentation for the purpose of enabling Customer’s Eyefi X2 and prior-generation wireless memory cards to transfer images to a Customer-controlled desktop computer.
- Restrictions. The rights granted to Customer in this Agreement are subject to the following restrictions: (a) Customer shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Licensed Software; (b) Customer shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Licensed Software; (c) Customer shall not access the Licensed Software in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Licensed Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) all future releases and updates to the Licensed Software (if any) shall be subject to the terms of this Agreement, unless Eyefi expressly states otherwise. Neither Eyefi nor any of its suppliers is obligated to provide any support, services, updates or upgrades to the Licensed Software. Customer shall preserve all copyright and other proprietary rights notices in the Licensed Software and all copies thereof.
- Open-Source Software. The LICENSE text file that accompanies the Licensed Software may contain certain third-party notices that Eyefi is required to provide in conjunction with the Licensed Software. In addition, the LICENSE text file may specifically identify certain software code that is incorporated into or distributed with the Licensed Software, but is actually licensed under one or more “open-source” or “free software” licenses (the “Open Source Licensed Software”). Notwithstanding anything to the contrary in this Agreement, the Open Source Licensed Software is not licensed under (and is not subject to the terms of) this Agreement, and instead is separately licensed to Customer pursuant to the terms and conditions of their respective open-source software licenses. Copies of such open-source software licenses are reproduced in the LICENSE text file, and Customer hereby agrees to comply with the terms and conditions of such open-source software license agreements.
- Ownership. All right, title, and interest, including all intellectual property rights, in and to the Licensed Software (including any and all copies thereof) shall be owned and retained by Eyefi or its suppliers. Any rights not expressly granted by Eyefi in the Agreement are reserved. Customer acknowledges that it acquires no ownership interest in the Licensed Software.
- Disclaimer of Warranties. The Licensed Software IS provided TO CUSTOMER FREE OF CHARGE, AND ON AN “AS-IS” BASIS. Eyefi PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE LICENSED SOFTWARE. Eyefi AND ITS SUPPLIERS disclaim all express, implied or statutory warranties relating to the Licensed Software, including but not limited to, merchantability, fitness for a particular purpose, TITLE, and non-infringement. Eyefi does not warrant that use of the Licensed Software will be uninterrupted, or error-free, that defects will be corrected, or that the Licensed Software is free of viruses or other harmful components. if applicable law requires any warranties with respect to the licensed software, all such warranties are limited in duration to ninety (90) days from the date of download.
- Limitation of Remedies and Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER Eyefi NOR ITS SUPPLIERS shall be responsible or liable with respect to any subject matter of this Agreement or terms or conditions related thereto under any contract, negligence, strict liability or other theory (a) for loss or inaccuracy of data or cost of procurement of substitute goods, services or technology, or (b) for any indirect, incidental or consequential damages including, but not limited to loss of revenues and loss of profits. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Eyefi’s aggregate cumulative liability hereunder shall NOT exceed the greater of fifty dollars ($50.00) or the amount paid by customer for the licensed software that caused such damage. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to Customer The limitations or exclusions of warranties and remedies contained in this Agreement shall apply to Customer only to the extent such limitations or exclusions and remedies are permitted under the laws of the jurisdiction where Customer is located.
- Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between Eyefi and Customer. Eyefi would not be able to provide the Licensed Software on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Eyefi’s suppliers.
- Term and Termination. This Agreement and the licenses granted hereunder are effective on the date Customer downloads the Licensed Software and shall continue unless and until this Agreement is terminated by either party pursuant to this section. Eyefi may terminate this Agreement immediately upon notice to Customer in the event that Customer materially breaches any of the terms hereof. Customer may terminate this Agreement at any time, with or without cause. Customer may terminate this Agreement by sending either an email to email@example.com with Customer’s name and the subject “TERMINATION OF LICENSE” or a letter by United States mail to: 967 North Shoreline Blvd, Mountain View, CA 94043, or to such other address as Eyefi may specify in writing by posting the new address on the Eyefi website. Upon termination, the license granted hereunder shall terminate and Customer shall immediately destroy any copies of the Licensed Software in its possession, but the terms of this Agreement which are intended to survive termination will remain in effect.
- Export. The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Eyefi, or any products utilizing such data, in violation of the United States export laws or regulations. Customer will indemnify and hold Eyefi harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Customer of its obligations under this section. Customer’s obligations under this section shall survive the expiration or termination of this Agreement.
- Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by Customer, and any such attempted assignment or transfer shall be void and without effect. This Agreement shall be governed by and construed in accordance with the laws of the State of California and the United States without regard to the conflict of laws provisions therein that would require application of the laws of another jurisdiction. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in California with sole venue in the courts located in Santa Clara County and each party hereby submits to the personal jurisdiction of such courts, except that Eyefi may seek relief in any court of competent jurisdiction to protect or enforce its intellectual property and proprietary rights. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to Customer may be provided by email. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly canceled. Except as otherwise expressly provided in this Agreement, any modifications of this Agreement must be in writing and agreed to by both parties.
QUESTIONS OR ADDITIONAL INFORMATION. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.