RED GIANT, LLC
SOFTWARE STORE TERMS AND CONDITIONS, USAGE RULES AND END USER SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT BETWEEN YOU AND RED GIANT, LLC (“RED GIANT”) GOVERNS YOUR USE OF THE RED GIANT® SOFTWARE PRODUCT DELIVERY SERVICE (THE “Software Product Services”) at www.redgiant.com, and all associated sites linked to www.redgiantsoftware.com by Red Giant, its subsidiaries and affiliates, including but not limited to the subdomain (people.redgiantsoftware.com) as well as in the RGTV section (http://www.redgiant.com/tutorials/) (collectively, the “Site”), and all Red Giant software (“Software Products”).
THIS AGREEMENT INCLUDES THE FOLLOWING:
A. TERMS AND CONDITIONS OF THE RED GIANT SOFTWARE PRODUCT SERVICE;
B. USAGE RULES OF THE RED GIANT SOFTWARE PRODUCT SERVICE; AND
C. END USER LICENSE AGREEMENT FOR ALL RED GIANT SOFTWARE PRODUCTS.
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE EITHER REMOVING THE DISK FROM THE PACKAGE OR INSTALLING THE SOFTWARE PRODUCTS. BY INSTALLING THE SOFTWARE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST REFRAIN FROM INSTALLING THE SOFTWARE PRODUCTS AND, IF YOU OBTAINED THE SOFTWARE BY MEANS OF A DISC OR OTHER TANGIBLE MEDIA, PROMPTLY RETURN SUCH DISC, OTHER TANGIBLE MEDIA AND ITS PACKAGE TO RED GIANT WITHOUT USING IT.
A. TERMS AND CONDITIONS OF THE RED GIANT SOFTWARE PRODUCT SERVICE
Red Giant is the provider of the Red Giant Software Product Service that permits you to license software products and digital content (the “Software Products”) for end user use only under the terms and conditions set forth in this Agreement. For Software Products, end users may be individuals acting in their own capacities, commercial enterprises or educational institutions.
REQUIREMENTS FOR USE OF THE SOFTWARE PRODUCT SERVICE
The Software Product Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
Use of the Software Product Service requires compatible devices, Internet access, and certain software (fees may apply); may require periodic updates; and may be affected by the performance of these factors. High-speed Internet access is strongly recommended. The latest version of required software is recommended to access the Software Product Service and may be required for certain transactions or features and to download Software Products previously purchased from the Software Product Service. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Software Product Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to the Software Product Service.
As a registered user of the Software Product Service, you may establish an account (“Account”). Don’t reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify Red Giant of any security breach of your Account. Red Giant shall not be responsible for any losses arising out of the unauthorized use of your Account.
In order to purchase and download Software Products from the Software Product Service, you must enter your Red Giant ID and password to authenticate your Account. Once you have authenticated your Account, you will not need to authenticate again for thirty minutes. During this time, you will be able to purchase and download Software Products without re-entering your password. You can turn off the ability to make Software Product purchases by terminating your sign-in session in one of two ways: (a) by explicitly signing out; or (b) by initiating no activity in your account for thirty minutes.
You agree to provide accurate and complete information when you register with, and as you use, the Software Product Service (“Software Registration Data”), and you agree to update your Software Registration Data to keep it accurate and complete. You agree that Red Giant may store and use the Software Registration Data you provide for use in maintaining and billing fees to your Account.
AUTOMATIC DELIVERY AND DOWNLOADING PREVIOUS PURCHASES
After you first acquire downloaded Software Products (collectively, “Auto-Delivery Content”), as an accommodation to you, subsequent to acquiring Auto-Delivery Content (each, “Eligible Content”), you may download certain of such previously-purchased Eligible Content onto any computer you own or control. Red Giant will generally seek to offer to you access to your history of your prior orders for you to reference in order to retrieve whatever serial numbers or licensed Software Products you seek, as well as trial versions of Software Products you have not yet licensed. Some Eligible Content that you previously purchased may not be available for subsequent download at any given time, and Red Giant shall have no liability to you in such event. As you may not be able to subsequently download certain previously-purchased Eligible Content, once you download an item of Eligible Content, it is your responsibility not to lose, destroy, or damage it, and you may want to back it up.
USE OF SOFTWARE PRODUCTS AND THE SOFTWARE PRODUCT SERVICE
You agree that the Software Product Service and certain Software Products include security technology that limits your use of Software Products and that, whether or not Software Products are limited by security technology, you shall use Software Products in compliance with the applicable usage rules established by Red Giant and its principals (“Usage Rules”), and that any other use of the Software Products may constitute a copyright infringement. Any security technology is an inseparable part of the Software Products. Red Giant reserves the right to modify the Usage Rules at any time. You agree not to violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security technology related to such Usage Rules for any reason—or to attempt or assist another person to do so. Usage Rules may be controlled and monitored by Red Giant for compliance purposes, and Red Giant reserves the right to enforce the Usage Rules without notice to you. You agree not to access the Software Product Service by any means other than through software that is specified or provided by Red Giant for accessing the Software Product Service. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify the software in any manner or form, or to use modified versions of the software, for any purposes including obtaining unauthorized access to the Software Product Service. Violations of system or network security may result in civil or criminal liability.
The delivery of Software Products does not transfer to you any promotional use rights in the Software Products.
You acknowledge that, because some aspects of the Software Product Service, Software Products, and administration of the Usage Rules entails the ongoing involvement of Red Giant, if Red Giant changes any part of or discontinues the Software Product Service, which Red Giant may do at its election, you may not be able to use Software Products to the same extent as prior to such change or discontinuation, and that Red Giant shall have no liability to you in such case.
SUBMISSIONS TO THE SOFTWARE PRODUCT SERVICE
The Software Product Service may from time to time offer interactive features that allow you to submit materials (including links to third-party content) on areas of the Software Product Service accessible and viewable by other users of the Software Product Service and the public. You agree that any use by you of such features, including any materials submitted by you, shall be your sole responsibility, shall not infringe or violate the rights of any other party or violate any laws, contribute to or encourage infringing or otherwise unlawful conduct, or otherwise be obscene, objectionable, or in poor taste. You also agree that you have obtained all necessary rights and licenses. You agree to provide accurate and complete information in connection with your submission of any materials on the Software Product Service. You hereby grant Red Giant a worldwide, royalty-free, nonexclusive license to use such materials as part of the Software Product Service, and in relation to Software Products, without any compensation or obligation to you. Red Giant reserves the right to not post or publish any materials, and to remove or edit any material, at any time in its sole discretion without notice or liability.
Red Giant has the right, but not the obligation, to monitor any materials submitted by you or otherwise available on the Software Product Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Red Giant in its sole discretion deems appropriate, including, without limitation, termination hereunder or under Red Giant’s Copyright Policy at http://www.redgiant.com/copyright/.
Certain content, Software Products, and services available via the Software Product Service may include materials from third parties. Red Giant may provide links to third-party websites as a convenience to you. You agree that Red Giant is not responsible for examining or evaluating the content or accuracy and Red Giant does not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. You agree that you will not use any third-party materials in a manner that would infringe or violate the rights of any other party and that Red Giant is not in any way responsible for any such use by you.
You understand that by using the Software Product Service, you may encounter material that you may deem to be offensive, indecent, or objectionable, and that such content may or may not be identified as having explicit material. Nevertheless, you agree to use the Software Product Service at your sole risk and Red Giant shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. Software Product types and descriptions are provided for convenience, and you agree that Red Giant does not guarantee their accuracy.
You agree that the Software Product Service, including but not limited to Software Products, graphics, user interface, audio clips, editorial content, and the scripts and software used to implement the Software Product Service, contain proprietary information and material that is owned by Red Giant and/or its principals, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Software Product Service in compliance with this Agreement. No portion of the Software Product Service may be reproduced in any form or by any means, except as expressly permitted in these terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Software Product Service in any manner, and you shall not exploit the Software Product Service in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
Notwithstanding any other provision of this Agreement, Red Giant and its principals reserve the right to change, suspend, remove, or disable access to any Software Products, content, or other materials comprising a part of the Software Product Service at any time without notice. In no event will Red Giant be liable for making these changes. Red Giant may also impose limits on the use of or access to certain features or portions of the Software Product Service, in any case and without notice or liability.
All copyrights in and to the Software Product Service (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Red Giant and/or its principals, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SOFTWARE PRODUCT SERVICE, EXCEPT FOR USE OF THE SOFTWARE PRODUCT SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
Red Giant, the Red Giant logo and other Red Giant trademarks, service marks, graphics, and logos used in connection with the Software Product Service are trademarks or registered trademarks of Red Giant, LLC in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Software Product Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
If you fail, or Red Giant suspects that you have failed, to comply with any of the provisions of this Agreement, Red Giant, at its sole discretion, without notice to you may: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate the license to the software; and/or (iii) preclude access to the Software Product Service (or any part thereof).
Red Giant reserves the right to modify, suspend, or discontinue the Software Product Service (or any part or content thereof) at any time with or without notice to you, and Red Giant will not be liable to you or to any third party should it exercise such rights.
DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS
RED GIANT DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SOFTWARE PRODUCT SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME RED GIANT MAY REMOVE THE SOFTWARE PRODUCT SERVICE FOR INDEFINITE PERIODS OF TIME, OR CANCEL THE SOFTWARE PRODUCT SERVICE AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE PRODUCT SERVICE IS AT YOUR SOLE RISK. THE SOFTWARE PRODUCT SERVICE AND ALL PRODUCTS AND SOFTWARE PRODUCT SERVICE DELIVERED TO YOU THROUGH THE SOFTWARE PRODUCT SERVICE ARE (EXCEPT AS EXPRESSLY STATED BY RED GIANT) PROVIDED “AS IS” AND “AS AVAILABLE” FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
IN NO CASE SHALL RED GIANT, ITS MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF ANY OF THE SOFTWARE PRODUCT SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SOFTWARE PRODUCT SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (OR PRODUCT) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE PRODUCT SERVICE, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, RED GIANT’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
RED GIANT SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SOFTWARE PRODUCT SERVICE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND RED GIANT HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
RED GIANT DOES NOT REPRESENT OR GUARANTEE THAT THE SOFTWARE PRODUCT SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND RED GIANT DISCLAIMS ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY SOFTWARE PRODUCTS PURCHASED FROM THE SOFTWARE PRODUCT SERVICE.
WAIVER AND INDEMNITY
BY USING THE SOFTWARE PRODUCT SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD RED GIANT, ITS MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SOFTWARE PRODUCT SERVICE, OR ANY ACTION TAKEN BY RED GIANT AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM RED GIANT, ITS MANAGERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, PRINCIPALS, AND LICENSORS AS A RESULT OF ITS DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SOFTWARE PRODUCT SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF RED GIANT’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
Red Giant reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Software Product Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Software Product Service will be deemed acceptance thereof.
This Agreement constitutes the entire agreement between you and Red Giant and governs your use of the Software Product Service, superseding any prior agreements between you and Red Giant. You also may be subject to additional terms and conditions that may apply when you use affiliate services, certain Software Products, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Red Giant’s failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Red Giant will not be responsible for failures to fulfill any obligations due to causes beyond its control.
The Software Product Service are operated by Red Giant from its offices in the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to your use of the Software Product Service. All transactions on the Software Product Service are governed by Utah law, without giving effect to its conflict of law provisions. Your use of the Software Product Service may also be subject to other laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Red Giant or relating in any way to your use of the Software Product Service resides in the state and federal courts sitting in Salt Lake County, Utah USA. Risk of loss and title for all electronically delivered transactions pass to the purchaser in Utah upon electronic transmission to the recipient. No Red Giant employee or agent has the authority to vary this Agreement.
Red Giant may notify you with respect to the Software Product Service by sending an email message to your Account email address or a letter via postal mail to your Account mailing address, or by posting on the Software Product Service. Notices shall become effective immediately.
Red Giant reserves the right to take steps Red Giant believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Red Giant has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Red Giant believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Red Giant’s right to cooperate with any legal process relating to your use of the Software Product Service and/or Software Products, and/or a third-party claim that your use of the Software Product Service and/or Software Products is unlawful and/or infringes such third party’s rights).
ADDITIONAL SOFTWARE PRODUCTS STORE TERMS AND CONDITIONS
LICENSE OF SOFTWARE PRODUCTS
The software products made available through the Red Giant Site (collectively, the “Software Products”) are licensed, not sold, to you. There are two (2) categories of Software Products, as follows: (i) those Software Products that have been developed, and are licensed to you, by Red Giant (“Red Giant Products”); and (ii) those Software Products that have been developed, and are licensed to you, by a third-party developer (“Third-Party Products”). The category of a particular Software Product (Red Giant Product or Third-Party Product) is identified on the Software Product.
Your license to each Software Product is subject to the Licensed Software End User License Agreement set forth below, and you agree that such terms will apply unless the Software Product is covered by a valid end user license agreement entered into between you and the licensor of that Software Product (the “Software Provider”), in which case the Software Provider’s end user license agreement will apply to that Software Product. The Software Provider reserves all rights in and to the Software Product not expressly granted to you.
You acknowledge that the license to each Red Giant Product that you obtain through the Red Giant Site, as defined below, is a binding agreement between you and Red Giant. You acknowledge that: you are acquiring the license to each Third-Party Product from the Software Provider; Red Giant is acting as agent for the Software Provider in providing each such Third-Party Product to you; and Red Giant is not a party to the license between you and the Software Provider with respect to that Third-Party Product. The Software Provider of each Third-Party Product is solely responsible for that Third-Party Product, the content therein, any warranties to the extent that such warranties have not been disclaimed, and any claims that you or any other party may have relating to that Third-Party Product.
You acknowledge and agree that Red Giant and its subsidiaries are third-party beneficiaries of the Licensed Software End User License Agreement or the Software Provider’s end user license agreement, as the case may be, for each Third-Party Product. You also agree that, upon your acceptance of the terms and conditions of the license to any such Third-Party Product, Red Giant will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third-party beneficiary thereof.
B. USAGE RULES OF THE RED GIANT SOFTWARE PRODUCT SERVICE
Except as otherwise set forth herein,
(i) If you are an individual acting in your personal capacity, you may download and use an Software Product from the Red Giant Site for personal, non-commercial use on any computer that you own or control.
(ii) If you are a commercial enterprise or educational institution, you may download an Software Product for use by either (a) a single individual on each of the computer(s) used by that individual that you own or control or (b) multiple individuals on a shared computer that you own or control. For example, a single employee may use a Red Giant Software Product on both the employee’s desktop computer and laptop computer, or multiple students may serially use a Red Giant Software Product on a single computer located at a resource center or library. For the sake of clarity, each computer used serially by multiple users requires a separate license.
(iii) Use may require sign-in with the Red Giant ID used to download the Red Giant Software Product from the Red Giant Site. Red Giant Software Products can be updated through the Red Giant Site only.
RED GIANT SOFTWARE PRODUCT MAINTENANCE AND SUPPORT
Red Giant will be responsible for providing any maintenance and support services with respect to the Red Giant Products only, as specified in the Licensed Software End User License Agreement or the separate end user license agreement, as the case may be, or as required under applicable law. The Software Provider of any Third-Party Product will be solely responsible for providing maintenance and support services with respect to that Product, as specified in the Licensed Software End User License Agreement or the Software Provider end user license agreement, as the case may be, or as required under applicable law.
C. END USER LICENSE AGREEMENT FOR ALL RED GIANT SOFTWARE PRODUCTS
LICENSED SOFTWARE END USER LICENSE AGREEMENT
The Red Giant End User License Agreement for all Red Giant software product can be found at http://www.redgiant.com/end-user-license-agreement/ .