terms and conditions (EULA)
NOTE FOR THE TRIAL VERSION
You are installing the trial version of the Software. In addition to all other terms and conditions of the EULA, You acknowledge and agree that, due to the pre-release status of the Software, there may be defects or deficiencies that may make it unsuitable for use in any type of critical production application where failure of the Software to function properly could cause any form of loss to Licensee or any third party. BECAUSE OF THE DEVELOPMENT STAGE OF THE SOFTWARE, SOFTWARE IS PROVIDED TO LICENSEE "AS IS" WITH ALL FLAWS. LICENSEE ACKNOWLEDGES BY ENTERING INTO THIS AGREEMENT THAT NAWMAL AND ITS LICENSORS PROVIDE NO WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE.
The trial version is provided to You for evaluation purposes only during the trial period. Notwithstanding anything in this EULA to the contrary, You can produce videos only for your personal evaluation purposes and YOU ARE NOT AUTHORIZED TO POST, PUBLISH, DISPLAY IN PUBLIC, SHARE OR OTHERWISE DISTRIBUTE ANY VIDEOS PRODUCED WITH THE SOFTWARE FOR ANY PURPOSES (COMMERCIAL OR NOT), OR USE OR EXPLOIT THE PRODUCED VIDEOS IN ANY COMMERCIAL MANNER WHATSOEVER.
END USER LICENSE AGREEMENT (EULA) - PROFESSIONAL USE
THIS "END USER LICENSE AGREEMENT" (THE "EULA") IS A LEGAL AGREEMENT BETWEEN THE INDIVIDUAL OR LEGAL ENTITY OR ASSOCIATION INTENDING TO USE THE SOFTWARE ("YOU" OR "CUSTOMER") AND NAWMAL TECHNOLOGIES INC. BY INSTALLING THE SOFTWARE, DOWNLOADING THE SOFTWARE OR USING THE SOFTWARE, YOU REPRESENT, WARRANT, AND AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND TO THE TERMS OF THE EULA. IF YOU DO NOT UNDERSTAND OR AGREE TO BE BOUND BY THE EULA, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THE EULA, YOU MAY NOT USE OR INSTALL THE SOFTWARE.
"Nawmal", "Us" and "We" means Nawmal Technologies Inc, its employees, directors, officers, representatives, agents and contractors.
"Software" means any software that is accompanied by this EULA, including any Updates, any documentation in whatever form or on any medium regarding its use and any information relating to said software.
"Third Party Software" includes any third-party software that may be included with the Software. “Updates” means one or more modifications, enhancements, bug fixes, translates, replacements or updates to the Software or any portion thereof.
Subject to the EULA and provided that You have a valid License Key, Nawmal grants You the revocable, temporary, non-exclusive, non-transferable, and non-sub licensable license to install the software on a maximum of two computers and use it on one computer at the time.
3. THIRD PARTY SOFTWARE
The Software may contain or be accompanied by Third Party Software that requires notices and/or additional terms and conditions. Such required Third Party Software notices and/or additional terms and conditions may be requested from Nawmal and are made a part of and incorporated by reference into the EULA. By accepting the EULA, You are also accepting the additional terms and conditions, if any, set forth therein.
4. LIMITED LICENSE
You acknowledge and agree that (i) the Software is the property of Nawmal and is licensed and not sold to You under the EULA and (ii) the Software uses, embodies, and contains confidential and proprietary information and technology of Nawmal and/or its licensors and embodies trade secrets and intellectual property of Nawmal and/or its licensors protected under Canadian copyright and other laws, and by international treaty provisions (collectively referred to as " Nawmal Intellectual Property Rights"). Your rights in the Software are strictly limited to those license rights expressly granted under the LICENSE section above, and Nawmal retains all rights not expressly granted herein. Without limiting the foregoing, Nawmal and/or its licensors retain all right, title, and interest in and to Nawmal Intellectual Property Rights, including but not limited to: (i) all software code (source and object), functionality, technology, system or network architecture and user interfaces and all modifications thereto,(ii) all trade secrets, patents, copyrights and other intellectual property rights with respect to the Software, and (iii) all digital assets provided with the Software, including without limitations all characters, sets, images, decors, audio samples and voices. You further acknowledge that there are no implied licenses granted under the EULA.
For clarity and without limiting the foregoing, YOU ACKNOWLEDGE AND AGREE THAT YOU CAN USE THE DIGITAL ASSETS PROVIDED WITH THE SOFTWARE (SUCH AS CHARACTERS, SETS, IMAGES, DECORS, AUDIO SAMPLES AND VOICES) ONLY IN CONNECTION WITH YOUR USE OF THE SOFTWARE AND TO MAKE VIDEOS WITH THE SOFTWARE, AND THAT YOU ARE NOT AUTHORIZED TO USE THESE DIGITAL ASSETS FOR ANY OTHER PURPOSE, INCLUDING WITHOUT LIMITATIONS PREPARING DERIVATIVE WORKS AND MERCHANDISING.
5. USE OF SOFTWARE
The Software is made available to You for Your personal or commercial use only.
6. SUPPORT; SOFTWARE UPDATES.
You acknowledge and agree that Nawmal will provide standard technical support for the Software. In the event that Nawmal performs support or assistance services, Nawmal shall have no liability whatsoever to Licensee in connection with the performance or non-performance of such services. Nawmal may, in its sole discretion, from time to time provide Updates to Licensee under this Agreement.
8. PROPRIETARY RIGHTS
You acknowledge that (a) the Software contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Nawmal owns all right, title and interest in and to the Software and software provided through or in conjunction with the Software, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that You will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software, unless otherwise permitted; (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the Software; (iii) use the Software to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights; or (iv) remove, obscure, or alter Nawmal or Third Party Software copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Software.
You shall not (a) reverse engineer, decompile, disassemble, or decrypt any portion of compiled and/or source code, in whole or in part, or otherwise attempt to discover the source code to the software used in the Software; (b) use any Third Party Software independently of the Software; (c) copy, modify, or combine any part of the software included in the Software for use in software or applications outside of the Software; or (d) make any attempt to circumvent parts of the Software designed to enforce the maximum number of end user licenses for which You have paid. You obtain no rights to the Software except for the limited rights to use the Software expressly granted by the EULA.
Nawmal shall have, at any time, upon reasonable notice, the right to audit Your location to ensure that use of the Software is in conformity with this Agreement. You shall promptly give Nawmal access to all information, materials and personnel as may be necessary for Nawmal to carry out the audit, at its own expense.
You acknowledge that the use and shipment of the Software is governed by laws and regulations on exports in Canada, the United States of America and other jurisdictions and agree not to ship, transfer or re-export the Software in violation of any such laws and regulations.
11. COMPLIANCE WITH LAWS
You agree to comply with all local laws and regulations regarding the download, installation and/or use of the Software. Any provision of the EULA that shall prove to be invalid, void, or illegal shall in no way affect, impair, or invalidate any other provision of the EULA, and such other provisions shall remain in full force and effect.
12. TERM AND TERMINATION
The term of this Agreement will begin at the earliest of (i) the installation of the Software or (ii) payment of Your subscription.
Your rights automatically and immediately terminate, without notice from Nawmal, (i) at the end of Your subscription period or (ii) if You fail to comply with any provision of this Agreement. In such events, You must immediately delete the Software. You may terminate these Agreement at any time by permanently deleting the Software in its entirety and providing notice in writing to Us of the termination. If You terminate Your license and provide written notice to Us of the termination, the termination will become effective at the end of the subscription period following receipt of the notice by Us.
Without limiting any other provision of this EULA, Nawmal has the option, at its sole discretion and with or without cause, to terminate this EULA upon notice by reimbursing You the remaining part of Your subscription period. In such event, You must immediately erase the Software.
The provisions of this EULA shall survive any termination or expiration of this Agreement.
You agree to hold harmless and indemnify Nawmal and its subsidiaries, affiliates, officers, agents, and employees from and against any claim, suit or action arising from or in any way related to Your use of the Software or Your violation of this Agreement, including any liability or expense arising from all claims, losses, damages, suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Nawmal will provide You with written notice of such claim, suit or action.
15. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a) YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK. THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAWMAL EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b) NAWMAL MAKES NO WARRANTY (i) THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE; (iii) REGARDING THE SECURITY, RELIABILITY, TIMELINESS, OR PERFORMANCE OF THE SOFTWARE; AND (iv) THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c) ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL.
d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU
FROM NAWMAL OR ANY THIRD PARTY OR THROUGH THE SOFTWARE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
16. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NAWMAL SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NAWMAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SOFTWARE; (ii) THE INABILITY TO USE THE SOFTWARE TO ACCESS CONTENT OR DATA; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (v) ANY OTHER MATTER RELATING TO THE SOFTWARE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
IN NO EVENT WILL THE AGGREGATE LIABILITY THAT NAWMAL, ITS LICENSORS, AFFILIATES AND RELATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING PURSUANT TO THE FOREGOING OR ANY OTHER REASON EXCEED THE TOTAL AMOUNT ACTUALLY EARNED BY NAWMAL THROUGH THE SALE TO CUSTOMER OF THE SPECIFIC SOFTWARE FOR WHICH THE CAUSE OF ACTION AROSE.
17. EXCLUSIONS AND LIMITATIONS
NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE ABOVE LIMITATIONS IN SECTIONS 18 AND 19 WHICH ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU, AND NAWMAL LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
18. UNAUTHORIZED ACCESS; LOST OR CORRUPT DATA
NAWMAL IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO ANY DATA, FACILITIES, OR EQUIPMENT BY ANYONE USING THE SOFTWARE OR FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, CORRUPTION, LOSS, OR DESTRUCTION OF ANY DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH THE SOFTWARE, WHETHER BY ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR ANY OTHER MEANS. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING THE ACCURACY OF ALL OUTPUT AND REPORTS. YOU HEREBY WAIVE ANY DAMAGES OCCASIONED BY LOST OR CORRUPT DATA, INCORRECT REPORTS, OR INCORRECT DATA FILES RESULTING FROM PROGRAMMING ERROR, OPERATOR ERROR, EQUIPMENT OR SOFTWARE MALFUNCTION, SECURITY VIOLATIONS, OR THE USE OF THIRD-PARTY SOFTWARE. NAWMAL IS NOT RESPONSIBLE FOR THE CONTENT OF ANY INFORMATION TRANSMITTED OR RECEIVED THROUGH NAWMAL PROVISION OF THE SOFTWARE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
19. MISCELLANEOUS PROVISIONS
a) Entire Agreement. This Agreement constitutes the entire agreement between You and Nawmal relating to the Software and govern Your use of the Software, superseding any prior or contemporaneous agreements between You and Nawmal regarding the Software.
b) Choice of Law and Forum. This Agreement and the relationship between You and Nawmal shall be governed by the laws of the Province of Quebec (Canada) without regard to its conflict of law provisions. You and Nawmal agree to submit to the personal and exclusive jurisdiction of the courts located within the judicial district of Montreal, Quebec, Canada.
c) Waiver and Severability of Terms. The failure of Nawmal to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Agreement shall remain in full force and effect.
d) Statute of Limitations (Prescription). You agree that regardless of any statute or law to the contrary, any claim or cause of action that You have arising out of or related to use of the Software or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e) Headings. The section headings in this Agreement are for convenience only and have no legal or contractual effect.
f) No Unlawful Use or Objectionable Content. You shall not use the Software in any unlawful manner or in any manner that interferes with or disrupts the integrity or performance of the Software and its components or infringes on the rights of another party. You shall not modify, disassemble, reverse engineer, adapt or hack the Software, or otherwise attempt to gain unauthorized access to the Software or its related systems or networks. You shall not undertake to promote any material that is unlawful, threatening, abusive, malicious, defamatory, false, materially inaccurate, or otherwise objectionable. You will not reproduce, publish, or distribute content in connection with the Software that infringes any third party's trademark, copyright, patent, trade secret, publicity, privacy, or other personal or proprietary right. Nawmal offers no assurance that Your use of the Software under the EULA will not violate any law or regulation applicable to You.
g) Responsibility for Use. You must only install the Software and make the Software available for use on systems owned, leased, or controlled by You in such a way that You can guarantee compliance with the terms of the EULA. You assume all responsibility for any and all use of the Software, including but not limited to content and media that is created, uploaded to, downloaded from, transmitted and edited using the Software. You are responsible for any accesses made through the Software.
h) Software Backup. You may make one copy the Software for back-up and archival purposes, provided that the original and the copy are kept in Your possession and that Your installation and use of the Software does not exceed that allowed in the EULA.
i) Disrepute. You shall not commit any act likely to result in the disrepute or harming of interests of Nawmal name or the name of its third party suppliers, whether through explicit act or omission.
j) Quebec Residents. If Licensee is located in Quebec, Canada, the following sentence applies: Les parties aux présentes confirment que chacune d'elles a exigé que cette convention et tous les documents s'y rattachant soient rédigés en anglais. (Translation: The parties hereto confirm that they have each requested that this Agreement and any related documents be drawn up in the English language.)