This End User License Agreement (“EULA”) is a legal agreement between you (“Licensee”) and Cateater (“Licensor”), governing your use of the Stop Motion Studio software, including any updates, enhancements, and accompanying documentation (collectively, the “Licensed Materials”).
READ CAREFULLY: CATEATER LICENSES THE SOFTWARE AND OTHER LICENSED MATERIALS ONLY ON THE CONDITION THAT LICENSEE ACCEPTS ALL OF THE TERMS CONTAINED OR REFERENCED IN THIS AGREEMENT.
By selecting the “I accept” button or other button or mechanism designed to acknowledge agreement to the terms of an electronic copy of this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Cateater Materials, (i) you accept this Agreement on behalf of the entity for which you are authorized to act (e.g., an employer) and acknowledge that such entity is legally bound by this Agreement (and you agree to act in a manner consistent with this Agreement) or, if there is no such entity for which you are authorized to act, you accept this Agreement on behalf of yourself as an individual and acknowledge that you are legally bound by this Agreement, and (ii) you represent and warrant that you have the right, power and authority to act on behalf of and bind such entity (if any) or yourself. You may not accept this Agreement on behalf of another entity unless you are an employee or other agent of such other entity with the right, power and authority to act on behalf of such other entity.
If Licensee is unwilling to accept this Agreement, or you do not have the right, power and authority to act on behalf of and bind such entity or yourself as an individual (if there is no such entity), (a) DO NOT SELECT THE “I ACCEPT” BUTTON OR OTHERWISE CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT, AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE COPY OR USE ALL OR ANY PORTION OF THE CATEATER MATERIALS; AND (b) WITHIN THIRTY (30) DAYS FROM THE DATE OF ACQUIRING THE CATEATER MATERIALS, LICENSEE MAY RETURN THE CATEATER MATERIALS (INCLUDING ANY COPIES) TO THE ENTITY FROM WHICH THEY WERE ACQUIRED FOR A REFUND OF THE APPLICABLE LICENSE FEES PAID BY THE LICENSEE.
Grant of License
Subject to and conditioned on Licensee’s continuous compliance with this Agreement and payment of the applicable fees, Cateater grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to Install and Access the Licensed Materials, in each case solely within the scope of the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with the other terms of this Agreement. Various License Types are described in License Types. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1).
License Limitations and Prohibitions
The parties acknowledge and agree that, notwithstanding anything to the contrary in this Agreement, no license is granted (whether expressly, by implication or otherwise) under this Agreement to any Cateater Materials that Licensee did not acquire lawfully or that Licensee acquired in violation of or in a manner inconsistent with this Agreement, (c) for Installation of or Access to the Licensed Materials beyond the applicable license term or outside the scope of the applicable License Type or Permitted Number, (d) for Installation of the Licensed Materials on any Device other than a Device owned or leased, and controlled, by Licensee, unless otherwise authorized in writing by Cateater, (e) to distribute, rent, loan, lease, sell, sublicense, transfer or otherwise provide all or any portion of the Cateater Materials to any person or entity except as expressly set forth in this Agreement or as expressly authorized in writing by Cateater, (f) to provide or make available any features or functionality of the Cateater Materials to any person or entity (other than to and for Licensee itself for the purpose specified in the applicable License Type), whether or not over a network and whether or not on a hosted basis, (g) except as otherwise expressly provided with respect to a specific License Type, to Install or Access or allow the Installation of or Access to the Cateater Materials over the Internet or other non-local network, including, without limitation, use in connection with a wide area network (WAN), virtual private network (VPN), virtualization, Web hosting, time-sharing, service bureau, software as a service, cloud or other service or technology, (h) to remove, alter or obscure any proprietary notices, labels or marks in the Cateater Materials, (i) to decompile, disassemble or otherwise reverse engineer the Cateater Materials, or (j) to translate, adapt, arrange, or create derivative works based on, or otherwise modify the Cateater Materials for any purpose.
Licensee may not (i) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by Cateater in connection with the Cateater Materials, or (ii) Install or Access the Cateater Materials with any product code, authorization code, serial number, or other copy-protection device not supplied by Cateater directly or through a Reseller. Without limitation of the generality of the foregoing, Licensee may not utilize any equipment, device, software, or other means to (or designed to) circumvent or remove the Cateater License Manager or any tool or technical protection measure provided or made available by Cateater for managing, monitoring or controlling Installation of or Access to Cateater Materials.
All Rights Reserved
Cateater retains title to and ownership of, and all other rights with respect to, the Cateater Materials and all copies thereof, including, without limitation, any related copyrights, trademarks, trade secrets, patents, and other intellectual property rights. Licensee has only the limited licenses granted with respect to the Licensed Materials expressly set forth in this Agreement, and Licensee has no other rights, implied or otherwise. Licensee acknowledges and agrees that the Cateater Materials are licensed, not sold, and that rights to Install and Access the Licensed Materials are acquired only under the license from Cateater. The structure and organization of Software included in the Cateater Materials, any source code, and any other Licensed Materials identified as confidential or proprietary are valuable trade secrets of, and confidential and proprietary information of, Cateater and its suppliers, and (a) may not be distributed, disclosed or otherwise provided to third parties, and (b) may be used only internally and only in conjunction with and for Licensee’s own authorized internal use of the Licensed Materials.
Limited Warranty and Disclaimers
The Licensed Materials are provided to you “as is” with no warranty of any kind, either expressed or implied. To the maximum extent permitted by applicable law, Cateater disclaims all warranties, either expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to the Licensed Materials. You assume the entire risk of using the Licensed Materials. Any liability of Cateater will be limited to replacement of the Licensed Materials.
Warnings
The Licensed Materials and Services are designed for non-commercial use. Due to the large variety of potential applications for the Licensed Materials and Services, the Licensed Materials and Services have not been tested in all situations under which they may be used. Cateater will not be liable in any manner whatsoever for the results obtained through use of the Licensed Materials or Services.
Activation Code Required for Installation/Access and Continued Use. Installation of and Access to the Licensed Materials require, and the continued use thereof may from time to time require, activation codes issued by Cateater.
LICENSEE ACKNOWLEDGES AND AGREES THAT INSTALLATION OF AND ACCESS TO LICENSED MATERIALS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF LICENSEE TRIES TO TRANSFER ALL OR A PART OF THE LICENSED MATERIALS TO ANOTHER Device, IF LICENSEE TAMPERS WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A Device OR IN THE LICENSED MATERIALS, OR IF LICENSEE UNDERTAKES CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, LICENSEE’S ACCESS TO LICENSEE’S WORK PRODUCT AND OTHER DATA MAY BE AFFECTED.
Limitations of Liability
IN NO EVENT WILL CATEATER OR ITS SUPPLIERS HAVE ANY LIABILITY (DIRECTLY OR INDIRECTLY) FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, USE, REVENUE, OR DATA; OR FOR BUSINESS INTERRUPTION (REGARDLESS OF THE LEGAL THEORY FOR SEEKING SUCH DAMAGES OR OTHER LIABILITY). IN ADDITION, THE LIABILITY OF CATEATER AND ITS SUPPLIERS ARISING OUT OF OR RELATING TO ANY CATEATER MATERIALS WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY LICENSEE FOR SUCH CATEATER MATERIALS OR SERVICES, RESPECTIVELY.
Term and Termination
Each license under this Agreement, with respect to each specific set of Licensed Materials covered by this Agreement, will become effective as of the latest to occur of: (a) this Agreement becoming effective, (b) payment by Licensee of the applicable fees, excluding licenses (such as evaluation licenses) where no fees are required, (c) delivery of the specific Licensed Materials. Cateater may terminate this Agreement, Licensee’s license as to Licensed Materials, and/or the provision of Services relating to the Licensed Materials immediately upon written notice of the breach. In addition, Cateater may, as an alternative to termination, suspend Licensee’s license as to the Licensed Materials, the provision of Services relating to the Licensed Materials, and/or other Cateater obligations or Licensee rights under this Agreement (or under other terms, if any, relating to materials associated with the Licensed Materials), if Licensee fails to make a payment to Cateater or a Reseller or otherwise fails to comply with the provisions of this Agreement or other terms relating to any such license, Services, or other associated materials. Cateater may also terminate this Agreement if Licensee becomes subject to bankruptcy proceedings, becomes insolvent, or makes an arrangement with Licensee’s creditors. This Agreement will terminate automatically without further notice or action by Cateater if Licensee goes into liquidation.
General Provisions
This EULA is governed by the laws of the State of South Carolina (and, to the extent controlling, the federal laws of the United States). In the event of any dispute arising from this EULA or from an alleged violation of its terms, the parties agree that the exclusive jurisdiction for such dispute shall be in the courts located in State of South Carolina and agree to waive any claim that such courts lack appropriate jurisdiction.
INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Cateater from any claims, damages, liabilities, and expenses (including legal fees) arising out of your use of the Software or breach of this EULA.
ENTIRE AGREEMENT
This EULA constitutes the entire agreement between you and Cateater, LLC concerning the Software and supersedes any prior agreements or understandings, whether written or oral.
SEVERABILITY
If any provision of this EULA is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
Definitions
“Agreement” means this License and Services Agreement, including all exhibits and schedules thereto, as the License and Services Agreement may be amended from time to time in accordance with the terms thereof.
“Authorized User” means any individual person who Installs or Accesses, or is authorized to Install or Access, any of the Licensed Materials.
“Cateater” means Cateater, LLC., a Delaware corporation.
“Device” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).
“Educational Licensee” means a Licensee who is also (a) a Qualified Educational Institution, (b) Faculty, (c) Student or (d) Other Authorized Educational Licensee. An Educational Licensee may be required to show proof of eligibility if requested by Cateater. Cateater, in its sole discretion, retains the right to determine the eligibility of an Educational Licensee.
“License Identification” means one or more designations by Cateater that set forth the License Type (among other things) for Licensee’s license of the Licensed Materials.
“License Type” means a type of license specified by Cateater for Cateater Materials.
“Licensed Materials” means Software, Supplemental Materials and User Documentation (a) downloaded by clicking on the “I accept” button or other button or mechanism associated with this Agreement or by otherwise indicating assent to this Agreement, (b) delivered prepackaged with this Agreement, or (c) otherwise accompanied by this Agreement, provided that (i) in the case of Software, the Software is identified in an applicable License Identification, and (ii) Licensee has paid (and continues to pay) the applicable fees. Licensed Materials also includes Supplemental Materials and User Documentation that Cateater provides or makes available to Licensee for use with Software licensed under this Agreement if there are no separate terms for such materials specified by Cateater. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates and upgrades to, and new versions of, the Licensed Materials that Cateater provides or makes available to Licensee under Licensee’s then-current license.
“Licensee” means (a) the company or other legal entity on behalf of which Cateater Materials are acquired, if the Cateater Materials are acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who accepts this Agreement (e.g., by selecting the “I accept” button or other button or mechanism associated with this Agreement or otherwise indicating assent to this Agreement, or by installing, downloading, accessing, or otherwise copying or using all or any portion of the Cateater Materials). For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.
“Reseller” means a distributor or reseller authorized directly or indirectly by Cateater to distribute authentic Cateater Materials to Licensee.
“Services” means services (including the results of services) provided or made available by Cateater, including, without limitation, support services, storage, simulation and testing services, training and other benefits, but excluding services provided.
“Software” means a computer program, or a module or component of a computer program, distributed or made available by Cateater. The term “Software” may also refer to functions and features of a computer program.
“Student” means an individual person enrolled as a student at a Qualified Educational Institution.
“Uninstall” means to remove or disable a copy of Cateater Materials from a hard drive or other storage medium through any means or otherwise to destroy or make unusable a copy of the Cateater Materials.
“Upgrade” means a full commercial version of Licensed Materials (a) which is a successor to or substitute for a qualifying prior release (and may incorporate error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of the prior release).
License Types
Single-user License: If the License Identification identifies the License Type as “Individual” or “Single-user”, then Licensee may Install a copy of the specific release of the Licensed Materials designated in the applicable License Identification on up to 5 devices under the same user account.
School Site License: If the License Identification designates the License Type as a “School Site License,” the Licensee is granted the right to install primary copies of the specified release of the Licensed Materials (as detailed in the License Identification) on all devices within a Qualified Educational Institution, for use by up to 500 students. Should the number of students exceed 500, an additional license must be obtained for each additional group of up to 500 students.