Important — Please Read Carefully
Radiant Imaging Labs LP (“Radiant” or “we”) and its licensors (EyeQ Imaging Inc., FotoNation, Tessera Technologies Inc.), own all intellectual property and other rights in the Software (collectively defined as Perfectly Clear computer software, associated media, printed materials, online or electronic documentation).
The Software is provided under the terms of this EULA, which indicates what you may and may not do with the Software and contains limitations on warranties and remedies. The Software is designed to operate with certain other software and hardware and use of such other software or hardware may be subject to other terms and conditions contained in other licenses or agreements. This EULA only applies to the Software.
1. Licenses & Permitted Uses
1.1 As long as you comply with the terms of this EULA, Radiant hereby grants to you, a non-exclusive, non-transferable license to: (i) install, use, access, display and run (“use”) two (2) copies of the Software on up to 2 computers.
1.2 You are not permitted to assign, transfer, sublicense, subcontract, lease, rent, mortgage or lend your rights in the Software, documentation, or license keys, as granted by this Agreement, without prior written consent of Radiant in each instance. This includes presets, LUTs, looks, digital content or other material that you obtained with or through the Software. Radiant may assign this Agreement and all rights and obligations hereunder to any affiliated entity, to any successor in interest, or to any other third party, in its sole and absolute discretion. Radiant and its licensors reserve all rights not expressly granted to you in this EULA.
1.3 This software license shall be in effect from the time Software installed, thereby accepting the terms and conditions of this EULA. The Software will be available to you upon acceptance of this Agreement, payment of applicable license fees for the use of the Software and your receipt of your license key. License fees are not refundable.
1.4 If you obtained a trial or evaluation version of the Software, you may use the Software for a limited time period which varies and specified in the offer terms (the “Trial Period”). You may use the Software during the Trial Period for non-commercial purposes, solely to evaluate the Software’s suitability for your needs. You must purchase a license key to be able to continue the use of the Software after the expiration of the Trial Period. If you do not purchase a license key/activation code to use the Software prior to the expiration of the Trial Period, then at the expiration of the Trial Period, you must cease all use of the Software, the Software will be deactivated, and this Agreement and all your rights and licenses hereunder will terminate.
1.5 If you purchased a license to use the Software from a third party like a reseller or distributor, you may be subject to additional terms and conditions imposed by such third party.
1.6 Radiant reserves the right, with or without notice, to restrict your use or access to the Software, in whole or in part, if Radiant reasonably determines that there is an unauthorized use of your assigned license key, or use or access to the Software by persons or entities who are not authorized to use. Such restriction by Radiant shall not be a breach of this EULA by Radiant, and shall be in addition to any other rights and remedies Radiant has under law and equity.
2. Prohibited Uses
2.1 You may not (i) copy the Software; (ii) modify, adapt or translate the Software; (iii) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software; (iv) rent, lease, sublicense, assign or transfer your rights in the Software (or any copy thereof); or (v) authorize or permit all or any portion of the Software to be copied onto another user’s computer.
2.2 You may not remove or alter any patent, trademark, copyright or confidential information notices, or any other indicia of ownership, in the Software.
3.1 Unless we otherwise advise, any upgrades (including any modifications, error corrections, bug fixes, minor GUI fixes or work arounds) we provide to you shall form part of the Software and shall be subject to this EULA. To use an upgrade, you must first be licensed to use the Software. After the upgrade is installed, you may no longer use the prior version of the Software, except as part of the upgraded version of the Software.
4. Ownership & Intellectual Property Rights
4.1 The Software is protected by copyright and other intellectual property rights associated with the Software. Radiant and its suppliers own all rights, titles and interests (including, without limitation, all copyright and all other intellectual property rights) in and to the Software. The Software is protected by law, including without limitation the copyright laws of the USA and other countries, and by international treaty provisions. In addition, the Software is subject to patent protection and pending patent applications. The structure, sequence, organization, and code (in any format) of the Software are protected by copyright and are the valuable confidential information and trade secrets of Radiant and its licensors.
4.3 The name of the Software and all related titles and logos are either registered trademarks or trademarks of Radiant Imaging Labs in the United States and/or other countries. All other trademarks are the property of their respective owners.
4.4 This is a license, not a sale. Unpublished rights are reserved. This EULA does not grant you any rights in the trademarks, tradenames or other markings of Radiant.
4.5 You may not use, export, re-export, import, sell or transfer the Software except as authorized by United States law, the laws of the jurisdiction in which you obtained the Software, and any other applicable laws and regulations (“Applicable Law”). You represent and warrant that (i) you are not located in a country that is subject to an embargo under Applicable Law, or that has been designated under Applicable Law as a “terrorist supporting” country; and (ii) you are not listed under Applicable Law on any of prohibited or restricted parties. You also acknowledge that the Software may be subject to other U.S. and foreign laws and regulations governing the export of software by physical and electronic means. You agree to comply with all applicable U.S. and foreign laws that apply to Radiant as well as end-user, end-use, and destination restrictions imposed by U.S. and/or foreign governments. You also agree that you will not use the Software for any purposes prohibited under Applicable Law, including, without limitation, the development, design or production of weapons or child pornography.
5. User Identification & License Key
5.1 You acknowledge and agree that the user identification and license key provided to you so that you may access, utilize or otherwise employ the Software are to be kept secret and confidential. You shall not disclose such user identification or license key to any other party. In addition, you acknowledge and agree that you shall be responsible for each and every access, use or employment of the Software that occurs in conjunction with such user identification and license key, and that Radiant is authorized to accept the user identification and license key as conclusive evidence that you have accessed, utilized, or otherwise employed the Software.
6. Limited Warranty
6.1 YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED TO YOU ‘AS IS’ WITHOUT WARRANTY OF ANY KIND. RADIANT AND ITS LICENSORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE EXTENT TO WHICH ANY WARRANTY, CONDITION, REPRESENTATION OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW, RADIANT AND ITS LICENSORS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
6.2 Certain jurisdictions do not permit the exclusion of certain implied warranties. As such, the above exclusion may not apply to you and you may have other rights, which may vary from jurisdiction to jurisdiction.
7. Limitation of liability
7.1 IN NO EVENT WILL Radiant, ITS DIRECTORS, OFFICERS, EMPLOYEES OR SHAREHOLDERS, BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES ARISING FROM ANY LOSS OF BUSINESS OPPORTUNITY OR REVENUE, LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION OR FAILURE TO REALIZE EXPECTED SAVINGS) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF, OR INABILITY TO USE, THE SOFTWARE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, OR OTHERWISE ARISING OUT OF THIS EULA.
7.2 SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
7.3 You are solely responsible for creating backup files of all data, photographs and images accessed by or used through the Software. Radiant is not liable for any damages relating to lost, corrupted or damaged data or images.
7.4 To the extent permissible by law, Radiant’s and Radiant’s directors, officers, employees, shareholders, and suppliers maximum aggregate liability to you shall not exceed $100 (U.S. dollars). The limitations imposed by this paragraph shall apply whether or not the alleged breach or default is a breach of a fundamental condition or term.
8. Termination & Audit
8.1 This EULA shall automatically terminate upon failure by you to comply with its terms. When this EULA is terminated, you must discontinue use of the Software and all of its component parts.
Upon any termination or expiration of the Agreement for any reason, Radiant shall have the right to disable the Software; you agree to uninstall the Software and either return to Radiant the Software, documentation, all copies thereof, and all license keys or activation codes that you have obtained, or to destroy all such materials and provide written verification of such destruction to Radiant.
8.2 Radiant shall have the right to inspect and audit your records pertaining to the Software to ensure ongoing compliance with this EULA. Radiant or Radiant’s accountant shall conduct such inspection and audit at Radiant’s expense. Any inspection and audit will be conducted during regular business hours with reasonable notice and will not unreasonably interfere with your normal business activities. Inspections and audits will not occur more frequently than once a year, however, if past inspections and audits reveal major discrepancies, Radiant shall have the right at any time to an inspection and audit upon written request. If any inspection and audit reveals any underreported, unpaid or unauthorized use of the Software, then you shall promptly pay to Radiant the then current fee representing the underreported, unpaid or unauthorized use of the Software. In addition, you will be responsible for the costs and expenses of the inspection and audit if such inspection and audit reveals that the then current fee representing the underreported, unpaid or unauthorized use of the Software is equal to or greater than 5% of the amounts actually paid by you for such Software.
9.1 We collect information about you that you provide to us when purchasing our products, contacting customer support and other similar activities directly related to the sale and support of our products.
9.2 You may contact Radiant at [email protected] and visit our websites for more information about the Software and other Radiant products and services. If we have to contact you or give you notice in writing, we will send an email to the email address you used to acquire the Software any other last-known email address you may have provided to us.
9.3 We may also collect usage statistics from your use of Software. This data does not include any personally identifiable information, IP address or other means to associate the data gathered with an individual person. This data allows us to see what features and image corrections are the most frequently used and are used to improve the products we provide to you.
9.4 If you provide any ideas, feedback, suggestions, materials, information, opinions, or other input to Radiant, regardless of any accompanying communication, Radiant has no obligation to review, consider, or implement your feedback. All such submissions are made on a non-confidential basis. Radiant and its successors and assigns have an unconditional and unlimited right to use, reproduce, modify, and disclose such feedback without any compensation or attribution, and you waive and agree not to assert any so-called “moral rights” you may have in your feedback.
10. Entire Agreement
10.1 This EULA will be governed by the laws in force in the Florida, USA, excluding the application of its conflicts of law rules therein and any disputes shall be subject to the exclusive jurisdiction of the courts of Florida. This EULA will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
10.2 The provisions of Sections 2, 4, 5, 6, 7, 8, 9 and 10 shall survive the termination of this EULA, howsoever caused, but this shall not imply or create any continued right to use the Software after termination of this EULA.
10.3 Use of the Software contained herein may be restricted by laws and regulations of various jurisdictions (by virtue of the location, residence or citizenship of the individual using the Software or for other reasons). You may only use the Software where it is lawful for you to use such Software. By using all or any portion of the Software, you are acknowledging and agreeing that you are permitted by law to use such Software, that you are seeking such Software on your own initiative and that your use of such Software is subject to this EULA.
10.4 If any part of this EULA is found void and unenforceable, it will not affect the validity of the balance of this EULA, which shall remain valid and enforceable according to its terms. This EULA may only be modified in writing signed by an authorized officer of Radiant. Certain upgrades may be licensed to you by Radiant with additional or different terms. This is the entire agreement between Radiant and you relating to the Software, and it supersedes any prior representations, discussions, undertakings, or communications relating to the Software.
10.5 Governing Language: This EULA was created in English. Any translation of this Agreement 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 Agreement shall govern.
10.6 Any questions or concerns in respect of the Software or this EULA should be made in writing and directed to:
Radiant Imaging Labs LP
870 N Miramar Ave #304
Indialantic, FL 32903