Terms of Service
Effective August 8, 2018
These are the terms and conditions (“Terms of Service”, “T&C”) subject to which we allow you to use the Services. By using our websites, signing up for any of our services, or installing our applications (collectively the “Services”), you agree to be bound by them. If you are under 18 years of age, you may use the Services only with consent from a parent or guardian. You represent that your legal guardian has reviewed and agreed to these terms. You may not use the Services if you are under 13 years of age (or equivalent minimum age in your country).
The Services are provided for ENTERTAINMENT PURPOSES only.
If you violate these terms we may terminate your use of the Services, bar you from future use of the Services, cancel your order, and/or take appropriate legal action against you.
We are Mavicus I.T. Solutions (“company”, “we”, “us”, or “our”), a business registered in the Philippines.
Our address is 491 Kawayan Road, Brgy. Tugatog, Orani, Bataan 2112, Philippines.
You are: anyone who uses the Services or buys from us.
Please read this agreement and the “Product License Terms” carefully and save it. If you do not agree with it, you should stop using the Services immediately.
It is now agreed as follows:
In this agreement, the following terms shall have the following meanings, unless the context requires otherwise:
“Content” means the textual, visual, or aural content that is encountered as part of your experience in using the Services. It may include, among other things: text, images, sounds, videos, and animations. It includes content Posted by you.
“Intellectual Property” means intellectual property owned by us or by any third party, of every sort, whether or not registered or registrable in any country, including intellectual property of all kinds coming into existence after today; and including, among others, patents, trademarks, unregistered marks, designs, copyrights, domain names, source codes, software applications, discoveries, creations and inventions, together with all rights which are derived from those rights or for which application for registration has been made in any country.
“App” means a software application for use on any Device or thing offered for license by us, and whether or not bought by you. It includes in-app purchases like items that can be activated or purchased inside an app using real-world money or virtual currency. It also includes extensions (such as keyboards), stickers, and subscriptions made available in an app.
“Device” includes any device, work station, computer terminal, game console, electronic application, or electronic device that can install the App.
“App Marketplace” means supported third party distributor including but not limited to Apple App Store, Google Play Store, Amazon Appstore, and Microsoft Store.
“Sites” means any website or service designed for electronic access by mobile or fixed devices which is owned or operated by us. It includes all web pages controlled by us.
“Services” means the entire computing hardware and software installation that is or supports the Sites including any communication or peripheral system. It includes any website of ours, all web pages controlled by us, and all Apps we publish.
“Post” means place on or into the Services any Content or material of any sort by any means.
“License” means a license granted by us to you in the terms of this agreement for use of the Services.
“Licensed Product” means any software, product, service, report, e-book, material, App, or thing offered for License by us on the Sites or through an App Marketplace, whether or not bought by you. A reference to “Product” shall be a reference to all or part of a Product or to a Product changed by you in any way.
“Copy or Publish” means reproducing or publishing in whole or in part, using any means, in any medium. It includes breaking up, changing, cropping, and any other change or use as part of some other created work.
“Restrictions on Use” means first, the restrictions set out in this agreement and second, all restrictions or limitations arising from choices you made at the time of purchase. These may relate to limitations on use, territory, duration, or any other choice which defines the Services. Third, restrictions include those made by you, if any, in private correspondence between us before your purchase.
In this agreement the following meanings apply unless the context otherwise requires:
- 2.1.a reference to a person includes a human individual, a corporate entity, and any organization which is managed or controlled as a unit.
- 2.2.a reference to a person includes reference to that person’s successors, legal representatives, permitted assigns, and any person to whom rights and obligations are transferred or passed as a result of a merger, division, reconstruction, or other re-organization involving that person.
- 2.3.in the context of permission, “may not” in connection with an action of yours, means “must not”.
- 2.4.the headings to the paragraphs and schedules (if any) to this agreement are inserted for convenience only and do not affect the interpretation.
- 2.5.any agreement by either party not to do or omit to do something includes an obligation not to allow some other person to do or omit to do that same thing.
- 2.6.a reference to an act or regulation includes new law of substantially the same intent as the act or regulation referred to.
- 2.7.these terms and conditions apply to all supplies of Licensed Products by us. They prevail over any terms proposed by you.
- 2.8.this agreement is made only in the English language. If there is any conflict in meaning between the English language version of this agreement and any version or translation of this agreement in any other language, the English language version shall prevail. If a version of this agreement has been supplied to you in some language other than English, that is a courtesy only and that translated version is of no legal effect.
3. Basis of Contract
- 3.1.You confirm that you have authority to enter into this agreement and have obtained all necessary approvals to do so.
- 3.2.If you use the Services in any way on behalf of another person you warrant that you have full authority to do so and you accept personal responsibility for every act or omission by you.
- 3.4.You accept responsibility for compliance with the laws and importation procedures of your country which might affect your right to import, export, or use the Licensed Product, and you represent that you have or will comply with all such laws and procedures.
- 3.5.In entering into this contract you have not relied on any representation or information from any source except the Sites.
- 3.6.You acknowledge that you understand exactly what is included in a Licensed Product and you are satisfied that the Licensed Product you intend to buy is suitable and satisfactory for your requirements.
- 3.7.Unfortunately, we cannot guarantee that every Licensed Product advertised on the Services is available in all countries.
- 3.8.You agree that you are bound by these terms (or the latest version of them) for all future contracts with us, whether ordered through the Services or in some other way.
- 3.9.You now agree that you commit a breach of this contract if you seek repayment of money paid to us by asking your credit card provider to credit back a payment made to us, without attempting to seek repayment from us first. In that event, you agree that you will owe us first the sum charged to us by our payment service provider and secondly a sum based on time spent at US$100 per hour in dealing with your breach. You also agree that this provision is reasonable.
- 3.10.The Contract between us comes into existence at the earlier of:
- 3.10.1when we write to you to confirm that your order has been delivered; or
- 3.10.2when you download and use the Licensed Product.
- 3.11.We reserve the right to modify this agreement and to add new or additional terms or conditions, at any time. If we do:
- 3.11.1the change will take effect when we Post it on the Services. You are advised to check this page from time to time. You will be deemed to have accepted such changes by continuing to use the Services.
- 3.11.2if you make any payment for a Licensed Product in the future, you will do so under the terms posted on the Services at that time.
4. The price
- 4.1.You can get the Licensed Product for free or for a charge.
- 4.2.The price charged for any Licensed Product may differ from one country to another. You may not be entitled to the lowest price unless you reside in the qualifying country.
- 4.3.The price of any Product may be changed by us at any time. We will never change a price so as to affect the price charged to you at the time when you buy the Licensed Product.
- 4.4.In-app purchases that are consumed during the use of the App (e.g. virtual coins) cannot be transferred among Devices and can be downloaded only once.
- 4.5.If, by mistake, we have under-priced the Licensed Product, we will not be liable to supply that Licensed Product to you at the stated price, provided that we notify you before we send it to you.
- 4.6.You will pay all sums due to us under this agreement by the means specified without any set-off, deduction, or counterclaim.
- 4.7.All monies paid by you to us are non-refundable and cancellation and/or termination of this agreement by you or us at any time for any reason will not entitle you to a refund of monies paid.
5. Foreign taxes, duties, and import restrictions
- 5.1.If you are outside the Philippines, we have no knowledge of and no responsibility for the laws in your country.
- 5.2.You are responsible for purchasing a Licensed Product which you are lawfully able to import or use and for the payment of import duties and taxes of any kind levied in your country.
6. Security of your credit card
We take care to make the Services safe for you to use.
- 6.1.Card payments are not processed through pages controlled by us. We use one or more online payment service providers who will encrypt your card or bank account details in a secure environment.
7. Restrictions on what you may Post to the Services
We invite you to Post Content to the Services in several ways and for different purposes. We have to regulate your use of the Services to protect our business and our staff, to protect other users of the Services, and to comply with the law. These provisions apply to all users of the Services.
We do not undertake to moderate or check every item Posted, but we do protect our business vigorously. If we believe Content Posted breaches the law, we shall co-operate fully with the law enforcement authorities in whatever ways we can.
You agree that you will not use or allow anyone else to use the Services to Post, upload Content, or undertake any activity which is or may:
- 7.1.be information which could promote or assist any unlawful purpose;
- 7.2.consist in commercial audio, video, or music files;
- 7.3.be illegal, obscene, offensive, threatening, violent, malicious, or defamatory;
- 7.4.be sexually explicit or pornographic;
- 7.5.be likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age, or affiliation with any person;
- 7.6.give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business;
- 7.7.solicit passwords or personal information from anyone;
- 7.8.be used to sell any goods or services or for any other commercial use not intended by us, for yourself or for any other person. Examples are: sending private messages with a commercial purpose, or collecting information with the intention of passing it to a third party for commercial use;
- 7.9.transmit spam, including but not limited to unsolicited or unauthorized advertising, promotional materials, or informational announcements;7.10.be incomplete or inaccurate or submitted otherwise than as requested by the Services;7.11.facilitate the provision of unauthorized copies of another person’s copyright work;7.12.send age-inappropriate communications or Content to anyone under the age of 18;7.13.link to any of the material specified above, in this paragraph.
8. Your Posting: restricted content
In connection with the restrictions set out below, we may refuse or edit or remove Content which does not comply with these terms.
In addition to the restrictions set out above, Content must not contain:
- 8.1.hyperlinks, other than those specifically authorized by us.
- 8.2.keywords or words repeated, which are irrelevant to the Content Posted.
- 8.3.the name, logo or trademark of any organization other than yours.
- 8.4.inaccurate, false, or misleading information.
9. How we handle your Content
- 9.2.If you Post Content to any public area of the Services it becomes available in the public domain. We have no control who sees it or what anyone does with it.
- 9.3.Even if access to your text is behind a user registration it remains effectively in the public domain because someone has only to register and log in, to access it. You should therefore avoid Posting unnecessary confidential information.
- 9.4.We need the freedom to publicize the Services and your own use of them. You therefore now irrevocably grant us the right and a worldwide, royalty-free, perpetual, nonexclusive license to edit, copy, publish, distribute, sublicense, assign to third party, create derivative works from, translate, and otherwise use any Content that you place on the Services, in public domains, and in any medium. You represent and warrant that you are authorized to grant all such rights.
- 9.5.You agree to waive of your right to be identified as the author and your right to object to derogatory treatment of your work.
- 9.6.You now irrevocably authorize us to publish feedback, comments, and ratings about your activity through the Services, even though it may be defamatory or critical.
- 9.7.Posting content of any sort does not change your ownership of the copyright in it. We have no claim over it and we will not protect your rights for you.
- 9.8.You understand that you are personally responsible for your breach of someone else’s intellectual property rights, defamation, or any law, which may occur as a result of any Content having been Posted by you.
- 9.9.You accept all risk and responsibility for determining whether any Content is in the public domain and not confidential.
- 9.10.Please notify us of any security breach or unauthorized use of your account or personal information.
- 9.11.We do not solicit ideas or text for improvement of the Services, but if you do send to us material of any sort, you are deemed to have granted us a license to use it in the terms set out at sub paragraph four above.
10. Removal of offensive Content
- 10.1.For the avoidance of doubt, this paragraph is addressed to any person who uses the Services for any purpose.
- 10.2.We are under no obligation to monitor or record the activity of any customer for any purpose, nor do we assume any responsibility to monitor or police Internet-related activities. However, we may do so without notice to you and without giving you a reason.
- 10.3.If you are offended by any Content, the following procedure applies:
- 10.3.1.your claim or complaint must be submitted to us in the form available on the Services, or contain the same information as that requested in our form. It must be sent to us by using our Contact Us page, by post, or email;
- 10.3.2.we shall remove the offending Content as soon as we are reasonably able;
- 10.3.3.after we receive notice of a claim or complaint, we shall investigate so far as we alone decide;
- 10.3.4.we may re-instate the Content about which you have complained or not.
- 10.4.In respect of any complaint made by you or any person on your behalf, whether using our form of complaint or not, you now irrevocably grant to us a license to publish the complaint and all ensuing correspondence and communication, without limit.
- 10.5.You now agree that if any complaint is made by you frivolously or vexatiously you will repay us the cost of our investigation including legal fees, if any.
11. Security of the Services
If you violate the Services we shall take legal action against you.
You now agree that you will not, and will not allow any other person to:
- 11.1.modify, copy, or cause damage, or unintended effect to any portion of the Services, or any software used within it;
- 11.2.tamper with or circumvent any security technology included with the Services;
- 11.3.link to the Services in any way that would cause the appearance or presentation of the Services to be different from what would be seen by a user who accessed the Services by typing the URL into a standard browser;
- 11.4.download any part of the Services without our express written consent, except as specifically allowed in this agreement;
- 11.5.download our Apps from illegal app distributors, app marketplaces, or app stores that we do not support;
- 11.6.collect or use any product listings, descriptions, or prices;
- 11.7.collect or use any information obtained from or about the Services or the Content except as intended by this agreement;
- 11.8.aggregate, copy, or duplicate in any manner any of the Content or information available from the Services, other than as permitted by this agreement or as is reasonably necessary for your use of the Services;
- 11.9.share with a third party any login credentials to the Services.
- 11.10.Despite the above terms, we now grant a license to you to:
- 11.10.1.create a hyperlink to the Services for the purpose of promoting an interest common to both of us. You can do this without specific permission. This license is conditional upon you’re not portraying us or any product or service in a false, misleading, derogatory, or otherwise offensive manner. You may not use any logo or other proprietary graphic or trademark of ours as part of the link without our express written consent.
- 11.10.2.copy portions of text of any page for your personal use in connection with the purpose of the Services we provide.
- 11.10.3.download posters or high quality images from certain sections of our website for your personal use in connection with the purpose of the Services we provide.
- 11.10.4.download our Apps from App Marketplaces that we support.
12. Interruption to the Services
- 12.1.If it is necessary for us to interrupt the Services, we will give you reasonable notice where this is possible and when we think the down time is such as to justify telling you.
- 12.2.You acknowledge that the Services may also be interrupted for many reasons beyond our control.
- 12.3.You agree that we are not liable to you for any loss, foreseeable or not, arising from any interruption to the Services.
13. Intellectual Property
- 13.1.We will defend our Intellectual Property rights in all countries.
- 13.2.Except as provided in our Product License Terms, you may not copy, modify, publish, transmit, sell, create derivative works from, distribute, perform, display, or in any way exploit any of our Intellectual Property or that owned by any third party and accessible to you via the Services.
- 13.3.You may not use our name, logos, trademarks, or any other content on any website of yours or that of any other person.
- 13.4.You agree that at all times you will:
- 13.4.1.not to cause or permit anything which may damage or endanger our title to any of our Intellectual Property or the title of any other person whose work has been made available to us;
- 13.4.2.notify us of any suspected infringement of the Intellectual Property;
- 13.4.3.indemnify us for any loss or expense arising from your misuse of the Intellectual Property;
- 13.4.4.not use any name or mark similar to or capable of being confused with any name or mark of ours.
14. Disclaimers and limitation of liability
- 14.1.The law differs from one country to another. This paragraph applies so far as the applicable law allows.
- 14.2.All implied conditions, warranties and terms are excluded from this agreement. If in any jurisdiction an implied condition, warrant or term cannot be excluded, then this sub paragraph shall be deemed to be reduced in effect, only to the extent necessary to release that specific condition, warranty or term.
- 14.3.The Services includes Content Posted by third parties. We are not responsible for any such Posting. If you come across any Content which offends against this document, please contact us via the Contact Us page on our website.
- 14.4.You are advised that Content may include technical inaccuracies or typographical errors. This is inevitable in any large website. We would be grateful if you bring to our immediate attention, any that you find.
- 14.5.We sell Licensed Products and services in good faith. But we make no representation or warranty that any Licensed Product or service will be:
- 14.5.1.useful to you;
- 14.5.2.of satisfactory quality;
- 14.5.3.fit for a particular purpose;
- 14.5.5.available or accessible, without interruption, or without error.
- 14.6.The Services contains links to other Internet websites. We have neither power nor control over any such website. You acknowledge and agree that we shall not be liable in any way for the content of any such linked website, nor for any loss or damage arising from your use of any such website.
- 14.7.We claim no expert knowledge in any subject. We disclaim any obligation or liability to you arising directly or indirectly from information you take from the Services.
- 14.8.We accept no responsibility for:
- 14.8.1.accuracy of any Content or the impression or effect it gives;
- 14.8.2.delivery of Content, material, or any message;
- 14.8.3.privacy of any transmission;
- 14.8.4.third party advertisements which are displayed through the Services;
- 14.8.5.failure or malfunction of Devices connected directly or indirectly to your use of the Services;
- 14.8.6.the provision or failure to provide any firewall;
- 14.8.7.any act or omission of any person or the identity of any person who introduces himself to you through the Services;
- 14.9.You agree that in any circumstances when we may become liable to you, the limit of our liability is the amount you have paid us for the Licensed Products concerned.
- 14.10.We shall not be liable to you for any loss or expense which is:
- 14.10.1.indirect or consequential loss; or
- 14.10.2.economic loss or other loss of turnover, profits, business or goodwill even if such loss was reasonably foreseeable or we knew you might incur it.
- 14.11.This paragraph (and any other paragraph which excludes or restricts our liability) applies to our directors, officers, employees, subcontractors, agents, and affiliated companies as well as to us.
- 14.12.If you become aware of any breach of any term of this agreement by any person, please tell us by using the Contact Us page in our website. We welcome your input but do not guarantee to agree with your judgment.
- 14.13.Nothing in this agreement shall be construed as limiting or excluding our liability for death or personal injury caused by our negligence.
15. You indemnify us
You agree to indemnify us against all costs, claims, and expense arising directly or indirectly from:
- 15.1.your failure to comply with the law of any country;
- 15.2.your breach of this agreement;
- 15.3.any Content you Post to the Services;
- 15.4.any data you send or upload to the Services for storage or any other purpose;
- 15.5.a breach of the intellectual property rights of any person;
- 15.6.your failure to conform to any relevant Internet protocol;
- 15.7.any use of your site for a purpose forbidden by this agreement;
- 15.8.any act, neglect, or default by any agent, employee, licensee, or customer of yours;
- 15.9.a contractual claim arising from your use of the Licensed Products;
- 15.10.and for the purpose of this paragraph you agree that the cost of our management and technical time is properly recoverable and can reasonably be valued at US$100 per hour without further proof.
16. Miscellaneous matters
- 16.1.No amendment or variation to this agreement is valid unless in writing, signed by each of the parties or authorized representative.
- 16.2.If any term or provision of this agreement is at any time held by any jurisdiction to be void, invalid or unenforceable, then it shall be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void and it shall be binding in that changed or reduced form. Subject to that, each provision shall be interpreted as severable and shall not in any way affect any other of these terms.
- 16.3.The rights and obligations of the parties set out in this agreement shall pass to any permitted successor in title.
- 16.4.If you are in breach of any term of this agreement, we may:
- 16.4.1.publish all text and Content relating to the claimed breach, including your name and email address and all correspondence between us and our respective advisers; and you now irrevocably give your consent to such publication
- 16.4.2.terminate your account and refuse access to the Services
- 16.4.3.issue a claim in any court
- 16.5.Any obligation in this agreement intended to continue to have effect after termination or completion shall so continue.
- 16.6.No failure or delay by any party to exercise any right, power or remedy will operate as a waiver of it nor indicate any intention to reduce that or any other right in the future.
- 16.7.For the purposes of the privacy laws and any comparable law of any other country having jurisdiction and relating to the location of data processing, you consent to the processing of your personal data (in manual, electronic, or any other form) relevant to this agreement, by us and/or any agent or third party nominated by us and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using, holding data, and includes the transfer of data in any country.
- 16.8.When you send messages to us by email or used the Contact Us page on our website, you are communicating with us electronically. We communicate with you by email or by posting notices on our website. You agree that all our electronic communications satisfy any legal requirement that such communications be in writing.
- 16.9.You agree that we may disclose your information including assigned IP address, account history, account use, etc. to any judicial or proper legal authority who makes a written request without further consent or notification to you.
- 16.10.Any communication to be served on either of the Parties by the other shall be delivered by hand or sent by first class post or recorded delivery or by email. It shall be deemed to have been delivered:
- 16.10.1.if delivered by hand: on the day of delivery;
- 16.10.2.if sent by post to the correct address: within 72 hours of posting;
- 16.10.3.if sent by email to the address from which the receiving party has last sent email: within 24 hours if no notice of non-receipt has been received by the sender.
- 16.11.In the event of a dispute between the parties to this agreement, then they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
- 16.12.This agreement does not give any right to any third party.
- 16.13.Neither party will be liable for any failure or delay in performance of this agreement which is caused by circumstances beyond its reasonable control.
- 16.14.In the event of any conflict between any term of this agreement and the provisions of the articles of a limited company or any comparable document intended to regulate any other corporate or collective body, then the terms of this agreement shall prevail.
- 16.15.This agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
- 16.16.The validity, construction and performance of this agreement shall be governed by the laws of the Philippines and the parties agree that any dispute arising from it shall be litigated only in the Philippines.
Product License Terms
These Product License Terms are supplemental and additional to the above terms and conditions (the “T&C”) relating to use of the Services. By buying, downloading, or using any Licensed Product, you agree to be bound by them.
In this agreement, the definitions in the T&C apply. In addition, the following terms shall have the following meanings, unless the context requires otherwise:
“Third Party Owner” means an owner of a Licensed Product which is not owned by us.
The interpretation and definition provisions of the T&C apply also to this agreement.
19. The License
- 19.1.You confirm that you have authority to enter into this agreement and have obtained all necessary approvals to do so.
- 19.2.In entering into this contract you have not relied on any representation or information from any source except that on the Sites.
- 19.3.We do not offer the Licensed Product in all countries. We may refuse a License if you live in a country we do not serve.
- 19.4.If any information you give us is inaccurate, your License is automatically terminated and no refund of money will be due to you.
- 19.5.Subject to the terms of this agreement, we grant to you a License to use the Licensed Product.
- 19.6.The License is non-exclusive, non-assignable, non-transferable, and otherwise as limited by the terms of this agreement.
- 19.7.This License is limited by the Restrictions on Use. You agree to comply with all Restrictions on Use no matter how communicated to you.
- 19.8.No express or implied license of the Licensed Product or any other material is granted to you other than the express License granted in this agreement.
20. Restrictions on Use
- 20.1.You must not use the Licensed Product if you are under the age of 13 (or equivalent minimum age in your country). You shall restrict use by minors, and you will deny access to children under the age of 13. You accept full responsibility for any unauthorized use of a Licensed Product by minors. You are responsible for any use of your credit card or other payment instrument (e.g. PayPal) by minors.
- 20.2.You must not sub-license, resell, lease, or lend the Licensed Product.
- 20.3.You must not Copy or Publish the Licensed Product except as specifically allowed in this agreement.
- 20.4.You must not use the Licensed Product for any purpose or in any way except as you selected and paid for when you bought or downloaded it as provided in this agreement.
- 20.5.You must not allow any other person to use the Licensed Product except in the situation or context for which you have bought it.
- 20.6.You must not represent or give the impression that you are the owner or originator of the Licensed Product.
- 20.7.You must not remove any identification or reference number or other information which may be embedded in any file of the Licensed Product.
- 20.8.You must not separate the component parts of the Licensed Product for use on more than one Device simultaneously.
- 20.9.You must not reverse engineer, decompile, or disassemble the Licensed Product.
- 20.10.Every publication or appearance of the Licensed Product on any medium must be protected as far as the law allows by separate, specific, or general provisions against copying or publishing. We allow you to use the definition of “Copy or Publish” used in this agreement.
- 20.11.You may not use the Licensed Product:
- 20.11.1.except for the use specified at the time of purchase;
- 20.11.2.in a context which is pornographic or unlawful;
- 20.11.3.containing a human model in any way which might degrade that person in the eyes of a reasonable viewer;
- 20.11.4.in part or as a whole, as a logo, or otherwise to incorporate it in any intellectual property of yours;
- 20.11.5.in an application for mobile/cell phone use, except as part of a marketing program based on a website;
- 20.11.6.for a secondary use, for example on social networks;
21. Freedom to use
Despite the above limitations, you may copy the Licensed Product:
- 21.1.once for the purpose of system maintenance or backup;
- 21.2.on up to a maximum of 5 Devices owned or controlled by you.
- 21.3.to a contractor of yours whose contract is to work on the project or purpose for which you have bought the Licensed Product. In this case the License extends only to that project or purpose. If this happens, you remain liable to us in every way for the acts and omissions of your contractor. We advise you to obtain an appropriate agreement from your contractor to protect you in this regard.
22. Consent to use of your data
You agree that we may collect and use technical data and related information including but not limited to technical information about your Device, system and application software, and peripherals that is gathered periodically to facilitate the provisions of software updates, product support, and other services to you (if any) related to the Licensed Product.
23. Copyright and other Intellectual Property
- 23.1.You agree that at all times you will:
- 23.1.1.not to cause or permit anything which may damage or endanger our title to any Licensed Product or other Intellectual Property or the title of any Third Party Owner whose work has been made available to us as a Licensed Product;
- 23.1.2.notify us of any suspected infringement of the Intellectual Property.
- 23.2.If you use the Licensed Product in a way not allowed by this agreement we may take legal action anywhere in the World. If loss to us or any other person results from your wrongful action, you will be liable to pay.
- 23.3.If we terminate the License on account of your breach, you agree that you will:
- 23.3.1.immediately stop using the Licensed Product;
- 23.3.2.destroy all copies of the Licensed Product in your possession or control;
- 23.3.3.destroy any work of yours derived from a Licensed Product.
- 23.4.To give us assurance that you are using the Licensed Product in accordance with the terms of the License, you agree that you will give us copies of your works and materials containing or using the Licensed Product. We will give you 14 days notice of this requirement. You agree also to provide access to relevant pages which have restricted access or are fire-walled.
- 23.5.If we reasonably believe that you are using the Licensed Product outside the scope of this License, you agree to provide written confirmation of your compliance, in a form to be drawn by us.
- 24.1.You may not assign, delegate, sub-contract, mortgage, charge, or otherwise transfer any or all of your rights and obligations under this agreement without our prior written consent, except that:
- 24.2.You may assign and transfer all your rights and obligations under this agreement to any person to which you transfer all of your business, provided that the assignee undertakes in writing to the other party to be bound by your obligations under this agreement.
25. Third Party Owners and additional restrictions
Some Products offered for License on the Sites are owned by Third Party Owners and not by us. Where that is indicated, the following additional provisions apply:
- 25.1.the price of the License includes a sum payable by us to the Third Party Owner;
- 25.2.you have no obligation to make payment to the Third Party Owner;
- 25.3.we are the agent of the Third Party Owner and accept all obligations and liability to you in connection with the Licensed Product;
- 25.4.you remain liable to the Third Party Owner, through us, for compliance with this agreement;
- 25.5.in any event when you may be liable to the Third Party Owner for breach of this agreement, you will indemnify us for all cost and liabilities arising from our relationship with the Third Party Owner, our acting as his agent, or your buying the Licensed Product owned by him.
26. U.S. Government end users
The Licensed Product is a “Commercial Item”, as that term is defined at 48 C.F.R. §2.101. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202-1 through 227.7202-4, all U.S. Government end users buy a license to use the Licensed Product and any related documentation or service with only those rights set out in this License.
27. Miscellaneous matters
- 27.1.At any time if we decide in our absolute discretion that you have failed to comply with any of the terms of this agreement, we reserve the right to terminate this agreement without refunding to you any payment made.
- 27.2.In some jurisdictions you may not use a human image without the consent of that person. That may apply to any person or only to a model. The permission is generally known as a “release”. You alone are responsible for obtaining any necessary release and for paying any fees due.
- 27.3.The Licensed Products are marked on the Sites with a notation as to whether a release may be necessary. If not marked, you may take it that the Licensed Product in question has not been released.