Girafa Toolbar 2.12


EULA - End User License Agreement



GIRAFA.COM INC. END-USER SOFTWARE LICENSE AGREEMENT

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE.

BY CLICKING ON THE YES BUTTON BELOW, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE NO BUTTON AND DO NOT INSTALL THIS PRODUCT.

YOUR USE OF THE SOFTWARE MEANS THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, THEN GIRAFA IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, AND YOU SHOULD NOT USE THE SOFTWARE. BY INSTALLING, DOWNLOADING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU ARE NOT AUTHORIZED AND MAY NOT USE THE SOFTWARE.
1. License
Girafa.com Inc. ("Girafa") hereby grants to you ("Licensee") a personal non-exclusive, non transferable, royalty free license to use for your personal, non-commercial use, the accompanying software product, in machine executable object code form (the "Software") subject to the terms and conditions set forth below. For the purpose of using the Software, as provided in this Agreement, the Licensee is granted with a limited non exclusive non transferable license to access information supplied and generated by Girafa from time to time (the "Service") subject to the terms and conditions set forth below.

2. Scope of License
Licensee may use the Software on any computer under Licensee's full and sole control, provided however that any copy of the Software must contain all of the original Software's proprietary notices and this Agreement in full. Access to the Software and Service shall be strictly limited to Licensee's employees who have agreed to the terms of this Agreement.

Licensee shall not use the Service and/or the Software to: (i) perform any activity which is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable; (ii) perform any activity which will or may breach a third party right; (iii) engage in commercial activities, including but not limited to offering for sale any products or services, soliciting for advertisers or sponsors or selling, licensing or granting public access to any information offered on the Service.

3. Change of License
Girafa is permitted, at any time and for whatever reason, to limit, deny, create different priorities to different users, or cancel some or all of the functionality of this Software or the Service at any time, without prior notice. Girafa may elect in its sole discretion to condition the continuation of this license, on the Licensee accepting software improvements, corrections, adaptations, conversions to more recent Software and/or Service versions or any other changes to the Software and/or the Service, to this license Agreement, to general terms relating, among other things, to privacy and use policies.

4. Title
Licensee agrees that the Software, all enhancements, modifications, customizations, derivative works and copies thereof, and all information and intellectual property contained therein, is and shall remain the exclusive property of Girafa, embodying substantial creative efforts and proprietary information, ideas, intellectual property and expressions. The licensing of the Software does not constitute the granting or waiver by Girafa of its proprietary interest or exclusive rights therein. Girafa reserves all rights to the Software not expressly granted herein. Licensee acknowledges that: (a) the Software is currently in a non-final development stage and significant errors can be expected and (b) Licensee has no right or interest in the Software other than as expressly granted in this Agreement.

5. Specific Restrictions
Licensee may not, with respect to the Software and the Service or any part of the Software and the Service, modify, translate, reverse engineer, decompile or disassemble the Software and the Service, create derivative works based on the Software, copy the Software (except as specified above), export, sell, license, rent, lease, transfer or otherwise dispose of or encumber rights to the Software or Service, or remove any proprietary notices or labels on items provided by Girafa .

6. Privacy Policy
Girafa respects the privacy of its Licensees and has created a Privacy Statement that explains all users' (including Licensees') rights and responsibilities with respect to personal information disclosed on the Girafa.com web site and through use of the Software and Service. To read the Girafa Privacy Statement, go to our web site at http://www.girafa.com/privacy/ .

7. Licensee's Acknowledgments Relating To Software And Service: Licensee expressly acknowledges and agrees that:

7.1 The Software and Service may contain errors or inaccuracies that could cause, e.g., failures or loss of data. Girafa does not guarantee or assume responsibility for any consequence of using the Software and/or Service. The Licensee’s use of the Software and Service shall be at the Licensee’s own risk.

7.2 The functionality of the Software and Service depends, among other things, on the availability of information to and from Girafa’s servers, net congestion and other factors. Girafa makes no warranties or guarantees as to the availability, reliability, content or accuracy of the information (including but not limited to text and images) provided to Licensee or to any other user using the Software and/or Services.

7.3 THE SOFTWARE AND SERVICE ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. GIRAFA AND ITS LICENSORS, AUTHORIZED DEALERS, AND SUPPLIERS MAKE NO, AND EXPRESSLY DISCLAIM ALL, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, REGARDING THE SOFTWARE AND SERVICE. NEITHER GIRAFA NOR ITS LICENSORS OR SUPPLIERS WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE AND/OR SERVICE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, CONTENT, OR CURRENTNESS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

7.4 THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE AND SERVICE IS ASSUMED BY LICENSEE, INCLUDING WITHOUT LIMITATION ANY RISK OF THE INTRODUCTION OF COMPUTER VIRUSES, LOSS OF COMPUTER DATA, INVASION OF PRIVACY AND ANY RISK ARISING OUT OF ANY CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF THE SOFTWARE AND/OR SERVICE. LICENSEE ACKNOWLEDGES AND AGREES THAT ANY AND ALL DISCLAIMERS IN THIS AGREEMENT AND THE PROVISIONS OF THIS SECTION 7 REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN GIRAFA AND LICENSEE.

7.5 The U.N. Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

8. Licensee's Acknowledgments Relating to Information: Licensee expressly acknowledges and agrees that:

8.1 Girafa uses an automated process to retrieve information (such as images of web sites, home pages, pictures, links and the like) from the Internet for transmission to its users from Girafa's servers, and such automated process is also used to update and refresh previously collected information from time to time. As a result of this automated process, Licensee may receive information that is not up to date, or is inaccurate. Furthermore, the information the Licensee may be exposed to, or receive, or use with the Software is not reviewed, controlled, examined, verified or endorsed by Girafa in any way. Girafa exercises no control over and does not screen the content of the Web sites and/or Web pages from which the thumbnail images are created, and such content and information is the responsibility of the third party from which such information originated, and therefore Girafa makes no representation or warranty that the content contained in the thumbnail images are in compliance with applicable laws and regulations. The Licensee shall be solely and entirely responsible for all information the Licensee downloads, uploads, sends or otherwise accesses via the Service and the Licensee shall independently determine whether the Licensee has adequate legal rights to store, link to, browse in, or otherwise make use of such information or whether such information complies with any legal rule, including but not limited to, rules of copyright, secrecy, defamation, decency, privacy, security and export. Girafa expressly disclaims any responsibility for the content, the accuracy, integrity, origins or quality of such information and any reliance on such information including any damage, deletion, erasure or other change of such information for any reason whatsoever.

8.2 The Software and the Service may contain features and or functionality that can link Licensee to third party web sites and/or services. Participation in promotions or advertising of products and services found on the Service, including any order, purchase, payment and/or delivery of any related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between the Licensee and the specific advertiser. Licensee agrees that Girafa will not be liable in any way for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such promotion or advertising materials via the Service.

9. Limitation Of Liability:

9.1 Without derogating from the provisions of this Agreement, Girafa's liability to Licensee or any third party arising out of or related to this Agreement however caused and on any theory of liability, whether in contract, tort (including negligence), or otherwise will not exceed the fee, if any, paid by Licensee to Girafa for the Software.

9.2 In no event shall Girafa be liable to anyone for any delays, inaccuracies, errors or omissions with respect to any information used, received, or transmitted by the Software, or for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of such information. Licensee assumes the entire risk for the accuracy, adequacy, completeness, correctness, validity and quality of any information.

9.3 IN NO EVENT WILL GIRAFA, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS, AUTHORIZED DEALERS, OR SUPPLIERS BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES, CLAIMS, DEMANDS OR CAUSES OF ACTION, WHETHER INDIRECT OR DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR COST OF OBTAINING SUBSTITUTE GOODS, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA AND EQUIPMENT, AND OTHER SUCH DAMAGE OR LOSS), HOWEVER CAUSED (INCLUDING WITHOUT LIMITATION ANY LOSS CAUSED BY THE INTRODUCTION OF COMPUTER VIRUSES OR CONTENT TRANSMITTED OR RECEIVED IN CONNECTION WITH THE USE OF THE SOFTWARE) AND ON ANY THEORY OF LIABILITY, WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF GIRAFA, OR ITS LICENSORS, SUPPLIERS OR AUTHORIZED DEALERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE FOREGOING LIMITATION IS UNENFORCEABLE, LICENSEE AGREES THAT GIRAFA'S LIABILITY TO LICENSEE, WHETHER IN TORT, CONTRACT OR OTHERWISE, SHALL NOT EXCEED $1,000.00.

10. Termination: The Agreement, including all of Licensee's right to use the Software, will terminate upon the earlier of (i) the delivery of a notice of termination by Girafa deliverable in electronic, written or oral means; or (ii) automatically and immediately if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee shall immediately stop all use of the Software and destroy all copies of the Software and items and information provided in the Service.

11. Changes of License Terms: Girafa may change, from time to time, the terms of this license agreement with or without a release of a new version of the Software. Licensee agrees that the continued use of the Software and/or Service after such notice has been provided directly to Licensee or on the Girafa Web site for the first time, shall constitute his/her consent to the new or revised license agreement.

12. Choice of Law, Forum & Dispute Resolution

12.1 This Agreement and all disputes arising from or related to it, or its subject matters, shall be governed, resolved and remedied in accordance with the laws of the State of New York, USA applicable to agreements, acts and behavior made, performed and accomplished wholly in New York, without resort to conflict of laws principles. The parties agree that any and all disputes, except as provided in section 12.2 below, will be resolved at the request of either party through binding arbitration in New York City under the then-existing Commercial Rules of the American Arbitration Association ("AAA"). The arbitration panel will be composed of one (1) arbitrator, either chosen by the parties or appointed by the AAA in the event the parties cannot agree. During the arbitration, each party shall be entitled to: (1) propound 10 interrogatories; (2) propound 10 document requests; and (3) take two depositions. If a party chooses to use a testifying expert, the other party shall have the right to depose that expert prior to the arbitrator's consideration of the merits of the controversy. The arbitrator may allow additional discovery and shall require the parties to prepare stipulations of fact prior to the arbitrator's consideration of the merits. In an action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, court costs and expenses in addition to any other awards. The arbitrator's award will be final and binding upon both parties and may be enforced by any court having jurisdiction thereof.

12.2 Notwithstanding the parties' agreement to arbitration, Girafa may elect to pursue a claim in an appropriate court if: (1) there is in Girafa's good faith judgment a need for expedited relief to preserve the status or value of a proprietary rights; or (2)(i) there is an indispensable third party, as defined under Rule 19 of the U.S. Federal Rules of Civil Procedure, who will not agree to arbitration; and (ii) it appears likely that the indispensable party can be joined in the action. In instances under exception 12.2(1), above, Girafa may institute the action in an appropriate court that can grant expedited relief. In instances under exception 12.2(2), above, the dispute shall be brought and maintained in a court of competent jurisdiction having jurisdictions over the parties to this Agreement as well as the indispensable party.

12.3 Licensee acknowledges and agrees that damages will not be an adequate remedy to compensate Girafa for Licensee's breach of its obligations with respect to proprietary rights, including but not limited to confidentiality obligations, and, accordingly, agrees, that in addition to any other remedies available, Girafa shall be entitled to obtain relief by way of temporary or permanent injunction to enforce such obligations.

13. Miscellaneous

13.1 This Agreement contains the full and complete understanding of the Parties hereto, supersedes all prior agreements and understandings, whether written or oral pertaining thereto. Both parties have fully considered the language, terms and provisions of this Agreement and both parties expressly agree that ambiguities, if any, shall not be construed against the drafter, but shall be resolved in a fair manner without unequal prejudice to any of the parties. No waiver or failure by Girafa to enforce any provision of this Agreement will be deemed to be a waiver of any other provision unless Girafa expressly so states in writing. The headings of the clauses of this Agreement are solely for the purpose of convenience and will not be used in the interpretation of any provision.

13.2 In the event that any provision(s) of this Agreement shall be deemed unenforceable by a body with proper jurisdiction, the parties agree (without waiving rights of appeal) that the unenforceable provision(s) shall be: (1) reconstituted to approximate as closely as lawfully possible the evident intent of the parties; or (2) if Section 12.2(1), above, cannot be implemented, the unenforceable provision(s) shall be excised from the Agreement and the Agreement shall be enforced without the unenforceable provision in a fair manner and without undue prejudice to either Party.

13.3 Nothing in this Agreement is intended to or shall have the effect of constituting a joint venture, co-venture, co-developer, agency, partnership, franchise or relationship among the parties other than as expressly set forth herein.

13.4 Licensee shall not have the right to assign or otherwise transfer its rights or obligations under this Agreement, whether in whole or in part and whether expressly or by operation of law. Girafa may transfer, assign, sublicense or pledge in any manner whatsoever, any of its rights and obligations under this agreement to any third party whatsoever, without notice and without the need to receive Licensee's consent. The confidentiality obligations and dispute resolution provisions of this Agreement shall survive its termination.

13.5 The transfer of technology across national boundaries is regulated by the U.S. Government. Licensee shall not: (1) acquire, ship, transport, export or re-export the Software, directly or indirectly, into any country in violation of any applicable laws (including, but not limited to, the United States Export Administration Act and the regulations promulgated thereunder); or (2) use the Software for any purpose prohibited by such laws.

V.03 - 200501



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Users Rating:  
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Downloads: 122
Updated At: 2024-03-27
Publisher: Girafa.com Inc.
Operating System: windows
License Type: Free