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XZIMG Software License Agreement

NOTICE TO USER

This Software License Agreement (hereinafter referred to as the "Agreement") is a contractual agreement between You (single person or entity hereinafter referred to as "You") and XZIMG Limited, a Hong Kong registered company (hereinafter referred to as "XZIMG"). This Agreement accompanies all products provided by XZIMG, governing the use of the XZIMG software solutions (hereinafter referred to as the "Software"), which includes computer software, associated materials, and documentations.

This is a contract. By downloading, installing, copying or using the Software, You agree the terms and conditions of this Agreement. In case You decline to agree to those terms and conditions, You will not be granted to install or use the Software. Using any part of the Software indicates that You accept these terms. The Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Software is licensed, not sold. All copies including compilation, revisions and updates shall remains the sole property of XZIMG.

DEFINITIONS

For the purpose of the Agreement, the following terms, whether used in the singular or the plural, shall have the following meanings:

  • “XZIMG” means XZIMG Limited, a Hong Kong company located at 903 Dannies House, 20 Luard Road, Wanchai, Hong Kong.
  • “Trial Version” means the full featured protected version of the Software dedicated for evaluation purposes.
  • “Professional Version” means the full featured version of the Software dedicated for designing commercial experiences.
  • “Free Version” means the full featured version of the Software dedicated for designing commercial experiences for Desktop and Mobile, excepting the HTML5 web browser version which is made available only within the Professional Version.
  • “Software” means all the software products and updates identified on XZIMG’s website.
  • “Licensee Content” means games, applications, software or other content that you may develop and distribute using the Software.
  • “Lifetime Period” means 99 years.

Grants of License

Trial (evaluation) License

Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement, XZIMG grants You a non-exclusive, non-transferable, non-sublicensable license to install and use the Software on a single computer for the sole purpose of evaluating the Software. The Evaluation License of the Software authorize You to:

  1. install and use the Software, by a single person and solely for internal use.
  2. use the Software to create Licensee Content.
  3. publish and distribute Licensee Content for non-commercial and non-profit educational purposes.
Any and all Licensee Content developed by the Evaluation License of the Software is protected by a watermark that must remain visible at all time. Any commercial use of the Evaluation License of the Software and of the Licensee Content that results of the Evaluation License is prohibited

Professional License

Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable fees, XZIMG grants You a non-exclusive, non-transferable, non-sublicensable license to install the Professional Version of the Software. For a limited period of one (1) year, The Professional License of the software authorize You to:

  1. install and use the Software for internal use.
  2. use the Software to create Licensee Content.
  3. publish and distribute Licensee Content.
None Licensee Content developed by the Professional License of the Software is protected by any sort of protection mechanism. License content can be made available for Lifetime Period but are not to be altered after the termination of the professional License.

Free License

Use Rights. Conditioned upon your compliance with the terms and conditions of this Agreement and payment of all applicable fees, XZIMG grants You a non-exclusive, non-transferable, non-sublicensable license to install the Free Version of the Software. For a limited period of one (1) year, The Professional License of the software authorize You to:

  1. install and use the Software for internal use.
  2. use the Software to create Licensee Content.
  3. publish and distribute Licensee Content for Mobile platforms and Desktop platforms excluding HTML5/Javascript web-browser platforms.
None Licensee Content developed by the Professional License of the Software is protected by any sort of protection mechanism.

Restrictions

You shall not:

  1. reproduce, modify or create derivative works of the Software.
  2. distribute, sell, assign, sublicense, lease, lend, rent, disclose, or otherwise transfer or make available the Software, or any copies thereof, in any form to any third parties.
  3. make the functionality of the Software available to multiple users or third parties through any means, including but not limited to by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau, software-as-a-service (SaaS), plateform-as-a-service (PaaS) or any other type of services;
  4. use the Software to develop a competing product;
  5. alter, translate, decompile, or attempt to reverse engineer the Software.
  6. remove or alter any proprietary notices or Protections on the Software.
XZIMG reserves all rights not expressly granted to You in this Agreement. Any operation not expressly authorized under this Agreement shall only be carried out by You pursuant to a separate license agreement to be previously agreed upon and executed with XZIMG on a case by case basis. It is hereby specifically understood that the Agreement granted to You, whether related to the Evaluation or to the Professional Version, may be used on one (1) site only, by staff internally employed by You.

Ownership

The Software is licensed, not sold. XZIMG retains ownership of the Software including all intellectual property rights therein. The Software is protected by copyright law and international treaties. XZIMG reserves all rights in the Software not expressly granted to you in this Agreement. You will not delete or in any manner alter any XZIMG or third-party copyright, trademark or other proprietary rights notices or markings appearing on or in the Software and on or in the Licensee Content . Support As a licensee of the Software you may contact XZIMG Support by email via contact@xzimg.com in accordance with XZIMG current policies. If you have subscribed to a Professional Version of the Software, support and upgrades are provided for a period of one year. However, XZIMG is not obligated to provide maintenance, technical support or updates to You for any portion of the Software.

Term

If you have subscribed to a Professional Version of the Software, the license granted under this Agreement will remain in effect for a one (1) year Period, unless earlier terminated in accordance with this Agreement. The license granted under this Agreement will automatically terminate, with or without notice from XZIMG, if you breach any term of this Agreement or fail to pay all fees due for the license. Upon termination, you must at either promptly delete and destroy all copies of the Software in your possession or control. XZIMG may also disable the Software you have licensed upon expiration of a subscription term license or in the event you breach this Agreement. Distributed License Content remains available even after the Term of the License Period.

No Waranty

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND THAT THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM XZIMG. YOUR USE OF THE SOFTWARE AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFWARE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XZIMG EXPRESSLY DISCLAIMS ALL WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT, CONTRACT OR OTHERWISE, WILL XZIMG BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THE SOFTWARE, YOUR USE OF THE SOFTWARE, THE CONTENT, OR YOUR USE OF THE CONTENT, EVEN IF XZIMG HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification

You agree to indemnify, defend and hold harmless XZIMG, its subsidiaries, agents, affiliates and/or licensors against any claim, liability, expense or damages arising from or relating to your use of the Software. Your obligation to defend and indemnify XZIMG survives the terms of the Terms of Use and your use of the Website.

Export Law

You agree to comply fully with all export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

Applicable law and litigation

The Agreement is governed and construed in accordance with the laws of the Hong Kong Special Administrative Region and the parties submit to the jurisdiction of the courts of the Hong Kong Special Administrative Region.

Communication

You allow XZIMG to publish a client list containing your name, which may be used in advertising or promotional material, according to normal professional practice.