Image Point Counter Utility License Terms
You must accept the license terms before downloading the Image Point Counter Utility
IMPORTANT – ALL USE OF
THE GEOCOSM LLC (“GEOCOSM”) SOFTWARE PROVIDED WITH THIS AGREEMENT IS SUBJECT TO
THIS LICENSE AGREEMENT (THE “AGREEMENT”).
BY CHECKING “I ACCEPT THE ABOVE LICENCE AGREEMENT”, YOU ARE AGREEING TO
THIS AGREEMENT. GEOCOSM’S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT
TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER
TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER BY GEOCOSM, ACCEPTANCE IS LIMITED
TO THESE TERMS. THIS IS A LEGAL
AGREEMENT BETWEEN YOU (YOUR COMPANY IF APPLICABLE) AND GEOCOSM.
This Agreement applies
to the object code copy of the Geocosm software known as Image Point Counter Utility
which accompanies this Agreement, and any subsequent Geocosm updates and bug
fixes You receive for the foregoing, together with any included documentation
(collectively, the "Software").
LICENSE GRANT. Subject
to the terms and conditions of this Agreement, Geocosm hereby grants to You,
and You accept, a nonexclusive, non-transferable (except as provided below),
non-sublicenseable, royalty-free and perpetual
license to use only for Your internal use and in accordance with the
accompanying documentation the Software provided in object code form. You may
copy the Software for Your internal, archival and backup purposes, provided any
copy must contain all of the original Software’s proprietary notices.
You may not, directly
or indirectly: (i) license, sublicense, sell,
resell, rent, lease, distribute, time share or otherwise commercially exploit
or make the Software available to any third party; (ii) decompile,
disassemble, or otherwise reverse engineer or attempt to reconstruct or
discover any source code or underlying ideas or algorithms of any of the Software;
(iii) copy any portion of the Software except as expressly provided herein; (iv) modify,
alter or create any derivative works of the Software; or (v) remove any
proprietary notices or labels on the Software.
Geocosm reserves all
rights and licenses in and to the Software not expressly granted to You under
this Agreement. Except as otherwise expressly set forth in this Agreement, Geocosm
will at all times retain all right, title and interest in the Software and all
NO CHARGE. The Software
is provided to You at no charge. You are responsible for any federal, state,
local and foreign taxes and duties, including but not limited to, sales, use,
withholding and value added taxes.
SUPPORT. The provision
of any support for the Software is at Geocosm’s sole discretion.
TITLE. As between the
parties, Geocosm retains all right, title, and interest, including, without
limitation, all intellectual property rights in and to the Software, and any
copies or portions thereof. The Software is protected by the copyright laws of
the United States and international copyright treaties. The Software contains trade secrets and
proprietary know-how of Geocosm and, accordingly, You
will not use (except as authorized herein) or disclose the Software without
Geocosm’s express prior written approval, and You will use reasonable measures
to protect the Software. Any use or disclosure of the Software, or of its
algorithms, protocols or interfaces is strictly prohibited.
DISCLAIMER OF WARRANTY.
THE SOFTWARE AND ANY SERVICES UNDER THIS AGREEMENT THAT YOU RECEIVE FROM
GEOCOSM ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. GEOCOSM HEREBY
DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS, ACCURACY, OR THAT THE SOFTWARE WILL BE ERROR-FREE. THIS
DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
LIABILITY. You assume the entire risk as to the quality and performance of the
Software. IN NO EVENT WILL GEOCOSM BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR
PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE
OR OTHERWISE) ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
TERMINATION. This license
is effective until terminated. You may terminate this Agreement and the license
granted herein at any time by destroying or removing from Your computer all
copies of the Software. Geocosm may terminate this Agreement and the license
granted herein immediately if You breach any provision of this Agreement. Upon
termination for any reason You will destroy or remove
from Your computer and any media all copies of the Software.
EXPORT CONTROLS. You
will comply with the U.S. Foreign Corrupt Practices Act and all applicable
export laws, restrictions, and regulations of the United States or foreign
agency or authority related to Your use of the Software. You will not export or
allow the export or re-export of the Software in violation of any such laws,
restrictions or regulations. You will obtain and bear all expenses relating to
any necessary licenses and exemptions with respect to the export from the U.S.
of the Software to any location so as to be in compliance with all applicable
laws and regulations before delivery thereof by Geocosm.
RIGHTS. If You are an agency, department, or other entity of the United States
Government (“Government”), the use, duplication, reproduction, release,
modification, disclosure or transfer of the Software, manuals, or any technical
specifications, or any related documentation of any kind, including technical
data (“Software and documentation”), is restricted in accordance with Federal
Acquisition Regulation (“FAR”) 12.212 for civilian agencies and Defense Federal
Acquisition Regulation Supplement (“DFARS”) 227.7202 for military agencies. The
Software and documentation are commercial computer software and commercial
computer software documentation. The use of the Software and documentation is
further restricted in accordance with the terms of this Agreement, or any
MISCELLANEOUS. You may
not assign or otherwise transfer this Agreement or the Software except to any affiliate
or to any successor-in-interest to all or substantially all Your business or
assets pertaining to the subject matter hereof. Any attempt to assign or
transfer this Agreement or the Software, without such consent, will be null and
void. This Agreement represents the complete agreement between the parties with
respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and representations between them. Any waiver,
modification or amendment of any provision of this Agreement will be effective
only by a writing executed by both parties. If any provision of this Agreement
is held to be unenforceable for any reason, such provision will be revised only
to the extent necessary to make it enforceable. The failure of Geocosm to
enforce any provision of this Agreement will not constitute a waiver of future
enforcement of that or any other provision. This Agreement will be governed by
and construed under the laws of the State of Colorado and, without reference to
conflict of laws provisions. Each party irrevocably
submits to venue and exclusive personal jurisdiction in the federal and state
courts in Denver, Colorado, for any disputes or claims arising out of this
Agreement, and waives all objections to jurisdiction and venue of such courts;
provided that nothing in this Section will restrict either party from seeking
injunctive relief in a forum of its choice. The United Nations Convention on
Contracts for the International Sale of Goods does not apply to this Agreement.
I accept the above license agreement.