END-USER LICENSE AGREEMENT
This agreement (the “Agreement”) is a legal agreement between you, either an individual or a single legal entity (“You” or “you”), and the College of Digital Photography CC. (“CODP”). This Agreement governs your use of CODP’s Products, Software or Services, including any updates and accompanying written documentation provided to you (the “Products, Software or Services”).
ACCOUNTS, PASSWORDS AND SECURITY
You must be a registered user to access the Products, Software or Services. You are responsible for keeping your password secure. You will be solely responsible and liable for any activity that occurs under your user name. If you lose your password, you can reset it only through CODP’s Forgot Password e-mail validation system.
ACCEPTABLE USE AND CONDUCT
You are solely responsible for your conduct and your data related to the Products, Software or Services. You agree to indemnify, defend, and hold harmless CODP and its suppliers from any and all loss, cost, liability, and expense arising from or related to your data, your use of the Products, Software or Services, or your violation of these terms.
The Products, Software or Services are made available to you only for your personal or internal business use, which use must be in compliance with all applicable laws, rules and regulations and must not infringe or violate third party rights. You may not make commercial use of the Products, Software or Services, including but not limited to selling or distributing the Products, Software or Services to any third party.
Any unauthorised use of any CODP computer system is a violation of this Agreement and certain federal and state laws. Such violations may subject the unauthorised user and his or her agents to civil and criminal penalties.
CONSENT TO COLLECT NON-PERSONAL INFORMATION
The Products, Software or Services may collect certain non-personally identifiable information that resides on your device, including, without limitation, statistics relating to how often it is used, performance metrics relating to the Products, Software or Services, and configuration settings. This information collected will be sent to CODP and may be used by CODP without restriction.
When you enter your data during use of the Products, Software or Services, you agree that CODP may copy and store such data as part of the Products, Software or Services.
CHANGES TO THE PRODUCTS, SOFTWARE OR SERVICES AND TERMS AND CONDITIONS
CODP reserves the right at any time to modify, suspend, or discontinue providing the Products, Software or Services or any part thereof in its sole discretion with or without notice.
CODP reserves the right at any time to modify this Agreement in its sole discretion, without liability to you. This Agreement, as amended, will be effective upon use of the CODP Products, Software or Services and effective for all existing users immediately after posting of any amended terms on the codp.co.za website. You agree to be bound by this Agreement, as modified. If you do not agree to any changes to this Agreement, you must terminate your account immediately.
USE OF PRODUCTS, SOFTWARE OR SERVICES
Subject to the terms and conditions of this Agreement, CODP grants you a non-exclusive, non-transferable, non sub-licensable limited and revocable license to use the Products, Software or Services for which you have paid the applicable fees and taxes, and to use the CODP Products, Software or Services for the sole and exclusive purposes of your personal or internal business purposes. Certain third party code may be provided with the Products, Software or Services. The third-party license terms accompanying such code, and not the terms of this Section, will govern your use of such code. CODP reserve all other rights to its Products, Software or Services.
The Products, Software or Services and their structure, organisation, source code, and documentation contain valuable trade secrets of CODP and its licensors, and accordingly you agree not to (and agree not to allow third parties to) (1) sublicense, lease, rent, loan, transfer, or distribute any aspect of the Products, Software or Services or any derivative thereof to any third party, (2) modify, adapt, translate, or prepare derivative works from the Products, Software or Services, (3) decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Products, Software or Services, (4) extract portions of the software’s files for use in other applications, or (5) remove, obscure, or alter CODP’s or any third party’s trademarks or copyright or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Products, Software or Services.
You acknowledge that CODP or third parties own all right, title and interest in and to the computer source code related to the Products, Software or Services, portions thereof, or software or content provided through or in conjunction with the Products, Software or Services, including without limitation all intellectual property rights. Except for the license granted in this Section, all rights in and to the Products, Software or Services are reserved, and no implied licenses are granted by CODP.
TERM AND TERMINATION
This Agreement is effective upon any use including during a Trial Period of CODP’s Products, Software or Services and remains in effect until your account is terminated.
This CODP automatically terminates if you fail to comply with its terms and conditions. CODP reserves the right to refuse or discontinue participation to any user at any time at its sole discretion. You agree that, upon such termination, you will discontinue all use of the Products, Software or Services and that your access rights will immediately terminate.
The terms of the Sections entitled Consent to Collect Non-Personal Information; Intellectual Property; Disclaimer of Warranties; Limitation of Liability; Governing Law, Dispute Resolution, and Venue; and Entire Agreement and Assignment will survive expiration or termination.
If this Agreement terminates, other than for your failure to comply, CODP will use commercially reasonable efforts to make your Data available for you by request only for a period of thirty (30) days. CODP has no obligation to provide you with a copy of your Data and may remove and discard any Data.
DISCLAIMER OF WARRANTIES
The products, software or services and any third party software and services are provided “as is,” with no warranties whatsoever. CODP and such third parties expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, title, and non-infringement of proprietary rights and any warranties regarding the security, reliability, timeliness, and performance of the products, software and service and such third party software or services.
You understand and agree that you use the products, software or services, and all third party software or services made available in conjunction with or through the products, software or services, at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the use of the products, software or services and such third party software and services.
Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. You may also have other rights that vary from state to state and jurisdiction to jurisdiction.
LIMITATION OF LIABILITY
Under no circumstances shall CODP, or its suppliers, resellers, partners or their respective affiliates be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from or related to the products, software or services, whether such claim is based on warranty, contract, tort (including negligence), or otherwise, (even if CODP has been advised of the possibility of such damages).
Without limiting the foregoing, the total aggregate liability of CODP, and its suppliers, resellers, partners and their respective affiliates arising from or related to this agreement shall not exceed the amount, if any, paid by you to CODP for the products, software or services. If the products, software or services are provided without charge, then CODP and its suppliers shall have no liability to you whatsoever.
The foregoing limitations of liability shall apply whether the damages arise from use or misuse of and reliance on the products, software or services, from inability to use the products, software or services, or from the interruption, suspension, or termination of the products, software or services (including such damages incurred by third parties). Such limitation shall apply notwithstanding a failure of essential purpose of any limited remedy and to the fullest extent permitted by law.
Some states or other jurisdictions do not allow the exclusion or limitation of liability for incidental, consequential, or direct damages, so the above limitations and exclusions may not apply to you.
GOVERNING LAW, DISPUTE RESOLUTION AND VENUE
This agreement will be governed by and construed in accordance with the laws of South Africa, without giving effect to any conflict of laws and provisions that would require the application of the laws of any other jurisdiction.
All domestic disputes arising under or relating to this Agreement shall be resolved by final and binding arbitration conducted before a single arbitrator. Notwithstanding the provisions governing domestic dispute arbitration, any dispute arising under this Agreement that involves a dispute between CODP and a person who is neither a citizen nor a resident of South Africa, shall, at either party’s request, be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules, with such arbitration to be conducted in South Africa.
The administrative expenses, arbitrator fees, and facility charges associated with the arbitration, whether domestic or international, shall be split equally between the parties. Each party shall be solely responsible for its attorney fees, expert witness fees, and other costs, fees, and expenses.
ENTIRE AGREEMENT AND ASSIGNMENT
You may not assign or transfer any of your rights or obligations under this Agreement to a third party without the prior written consent of CODP. CODP may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning.