LINKRUI TERMS OF SERVICE

 

  1. ACCEPTANCE OF TERMS OF SERVICE.

The LinkUI Services (“Services”) as described below, is provided to you under the terms and conditions of this agreement and any operating rules or policies that may be published by Santa Cruz Software Company (“SCSC”) from time to time (the “TOS”).  Any use of the term “you” will include not only you individually, the company or entity you represent, but also any persons within your organization you specifically authorize and name to use your account.  The terms and conditions set forth on the Registration page are a part of this TOS and incorporated herein by reference.

In light of the evolving nature of web-based offerings, you agree that SCSC may amend this TOS at any time and in any manner; your use of the Services after any such modification reaffirms your TOS to be bound and to abide by this TOS as amended.  SCSC will provide you with notice of any such changes in advance and an opportunity to terminate the Services if you so decide.  SCSC reserves the right to discontinue the Services at any time.  SCSC will not be liable to you, or any third party should SCSC exercise its right to discontinue the Services.; provided, however, if SCSC terminates   this Agreement without cause prior to the expiration of the then current Term, SCSC will return to you any unused portion of the previously paid fees on a pro-rata basis.

  1. DESCRIPTION OF SERVICES.

This Services allow you or your authorized users (“Users”) to search, preview and link to certain images (“Content”) stored on a hosted storage hub and automatically synchronize these images between certain Digital Asset Management Systems (“DAMs”), such as Photoshop, Illustrator, InDesign, Premiere, and After Effects to each other, your DAM, and other hosted storage hubs (“Services”).  The Services also include a client-side license management interface that allows you to manage your Users.

Presently SCSC offers two levels of the LinkrUI Service, one is free, and the other subject to an annual fee, which is payable in advance.  Both are described more fully at https://santacruzsoftware/linkrui.

Unless explicitly stated otherwise, any new features that augment or enhance the current Services, will be subject to the terms of this TOS; provided, however, in some instances additional fees may be required to access new or different functionality.

  1. LICENSE. Provided you are, and remain, in compliance with the terms and conditions of this TOS, including having been paid all the required fees, if any, and to the extent that the agreed upon number of registered and named Users SCSC grants to you a limited, non-exclusive license to access and utilize the Services as intended and described hereunder for the Term.
  2. TERM. The license set forth above is for a period of twelve (12) months and renewed automatically thereafter for additional twelve (12) month periods, each a “Term”.  SCSC will provide you with notice of the impending license Term’s expiration at least sixty (60) days prior to the expiration date of the then current Term.  Each renewal will be at the then current price.  You may terminate the Services by providing SCSC with written notice at least thirty (30) days prior to the end of the then current Term.  All license fees must be paid in advance for a minimum period of one (1) year.  If you chose not to renew the Service, you should send a notice of termination to support@santacruzsoftware.com.
  3. OWNERSHIP.

Subject to the terms and conditions herein, as between SCSC and you, the Content, and its expression and arrangement, is solely owned by you and/or your licensors.  For purposes of this TOS, “Content” will mean any and all materials or items, including without limitation, photos or illustrations, provided by you or your third-party partners in utilizing the Services.  On the other hand, SCSC is the exclusive owner of all right, title and interest in and to the Services and all related software, technology, information, documents, files, web pages and other materials including all intellectual property and proprietary rights therein, developed in connection with the Services by or for SCSC.

  1. SERVICE LEVELS.  With the exception of scheduled maintenance times, SCSC makes the Services available 365 days a year and 24 hours a day, with a guaranteed uptime of 98.5%.
  2. SUPPORT. With the exception of U.S. national holidays, SCSC will be available to answer questions regarding your use of the Services submitted by you or your authorized Users weekdays between the hours of 9 am and 5 pm Pacific Time. Support is provided online at support@santacruzsoftware.com.
  3. YOUR CONDUCT.

You represent and warrant that you have all the rights, licenses, and permissions necessary to the use of any Content you use in interacting with the Services.  All the third-party Content to which you may be linked through this site is owned or controlled by the relevant third party (the “Content Provider”) and any use by you of such Content or site is subject to the terms and conditions of the applicable Content Provider and the intellectual property laws of the United States or the relevant jurisdiction.  The Content Providers are solely responsible for the Content provided to you through the Service.  Your use of the Service is subject to all applicable local, state, national and international laws and regulations.  You represent and warrant that you have the right and/or authorization to enter into this TOS without the need for any approvals from any third party.

You agree: (1) your use of the Services will be in compliance with all U.S. laws, regulations and rules regarding the transmission of personal, technical data and Content both within and outside of the United States; (2) not to use the Services for illegal purposes; (3) not to interfere or disrupt networks connected to the Services; (4) to comply with all regulations, policies and procedures of networks connected to the Services; (5) to comply with all applicable federal and state privacy laws and regulations in whatever jurisdiction, worldwide, that may be applicable to your use of the Services, including any requirements to establish and maintain safeguards and a written information security program; and (6) not to use the Services to collect or harvest personal or business information, including, without limitation, about other users of the Services.

You agree not to transmit through the Services any unlawful, harassing, discriminatory, libelous, defamatory, abusive, threatening, harmful, vulgar obscene or otherwise objectionable material of any kind or nature.  You further agree not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Attempts to gain unauthorized access to other computer systems are prohibited.  You agree not to send transmissions through the Services which attempt to hide your identity or represent yourself as someone else.  If any information provided by you to the Services is found to be incomplete or inaccurate, SCSC retains the right to terminate your rights to use the Services.  You will not interfere with another subscriber’s use and enjoyment of the Services or another entity’s use and enjoyment of similar services.

In addition to any other termination right, SCSC may, at its sole discretion, immediately terminate your access to the Service should your conduct fail to conform within any term or condition of this TOS.

  1. LINKR UI PRIVACY POLICY.

Since it is SCSC’s policy to respect the privacy of all of its customers, registration data and certain other information about you, and any of your authorized users and partners, is subject to our Privacy Policy.  For more information, please see our full privacy policy at https://santacruzsoftware.com/privacy-policy.

  1. ACKNOWLEDGEMENT.

YOU ACKNOWLEDGE AND AGREE THAT SCSC DOES NOT ENDORSE THE INFORMATION OR MATERIALS IN ANY CONTENT PROVIDER’S CONTENT OR ANY THIRD PARTY’S CONTENT OR ASSUME ANY RESPONSIBILITY FOR THE VERACITY OR ACCURACY, OR FOR ANY THREATENING, LIBELOUS, DEFAMATORY, OBSCENE, HARASSING OR OFFENSIVE MATERIAL CONTAINED THEREIN, ANY INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS ARISING THEREFROM OR ANY CRIME FACILITATED THEREBY.

  1. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK.  THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

SCSC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

SCSC MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS FREE, OR ERROR FREE; NOR DOES SCSC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, THROUGH HYPERLINKS TO THE WEBSITES OF THIRD PARTIES OR THAT DEFECTS IN THE SOFTWARE FOR THE SERVICES WILL BE CORRECTED.  IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL RESULTS, OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION RECEIVED USING THE SERVICES.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT AND/OR DATA UPLOADED, DOWNLOADED OR OTHERWISE TRANSMITTED OR OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF CONTENT AND/OR DATA THAT RESULTS FROM SUCH TRANSMISSION OF SUCH CONTENT AND/OR DATA.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

  1. WAIVER OF CONSEQUENTIAL DAMAGES.

SCSC WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM YOUR USE, OR INABILITY TO USE THE SERVICES (WHETHER BECAUSE OF INTERRUPTION, SUSPENSION OR TERMINATION OF THE SERVICES) OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE CONTENT AND SERVICES OR RESULTING FROM ANY CONTENT OR SERVICES PURCHASED OR OBTAINED OR CONTENT OR DATA RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT OR DATA, OR FROM ANY BREACHES OF SECURITY RELATING TO THE SERVERS USED BY THE SERVICES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, CONTENT, DATA OR OTHER INTANGIBLES, EVEN IF SCSC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  1. NO RESALE OR REVERSE ENGINEERING.

You agree not to translate, reverse engineer, reverse compile, disassemble or make derivative works from software programming contained in the Services.  You agree not to modify programming contained in the Services in any manner or form, or to use modified versions of the programming contained in the Services including (without limitation) for the purpose of obtaining unauthorized access to the Services.

  1. INDEMNIFICATION.

You agree to indemnify and hold SCSC, its parents, subsidiaries, affiliates, officers, employees, and users, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of your use of the Services, your violation of this TOS, or your infringement of any intellectual property or other right of any person or entity through your use of the Services.

 

  1. LIMITATION OF LIABILITY.

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW WITHOUT POSSIBILITY OF CONTRACTUAL WAIVER, SCSC’S AGGREGATE LIABILITY FOR DAMAGES INCURRED IN CONNECTION WITH YOUR USE OF THE SERVICES, WHETHER IN CONTRACT OR TORT, OR STRICT LIABILITY OR ANY FAILURE OF ANY REMEDY TO ACCOMPLISH ITS ESSENTIAL PURPOSE OR OTHERWISE, WILL NOT EXCEED THE AMOUNT PAID BY YOU TO SCSC IN THE PREVIOUS TWELVE (12) MONTHS.  YOU AGREE THAT THE LIMITATIONS IN THIS SECTION ARE ESSENTIAL ELEMENTS OF THE TOS BETWEEN US AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE PRICING AND TERMS WOULD BE SUBSTANTIALLY DIFFERENT.

  1. TERMINATION.

SCSC may terminate the Services with or without cause at any time and effective immediately.  SCSC will not be liable to you or any third party for termination of the Services; provided, however, if SCSC terminates the Services without cause, SCSC will promptly return to you any pre-paid but unused fees on a pro-rated basis.

You acknowledge and agree that any termination of the Services under any provision of this TOS may be affected without prior notice and acknowledge and agree that SCSC may immediately delete and discard all of your information and files and bar any further access to such files of the Services.  Should you object to any terms and conditions of this TOS or any subsequent modifications thereto or become dissatisfied with the Service in any way, your only recourse is to immediately discontinue use of the Service or notify SCSC of your intention to terminate the Service.

  1. Force Majeure.

 Linkr will not be responsible for any failure to perform or delay in performing any of its obligations under this TOS where and to the extent that such failure or delay results from causes outside the reasonable control of SCSC.  Such causes will include Acts of God or of the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, Internet  or power failures, quarantine restrictions, terrorism, embargoes, civil commotions, or the like.

  1. NOTICE.

All notices from either of us to the other will be in writing and will be made either via email or conventional mail.  SCSC may transmit or post notices, links to notices, or messages through the Service to inform you of changes to this TOS, the Service, or other maters of importance; such transmissions or posts will constitute notice under the terms of this TOS.

  1. GENERAL.

The TOS will be governed by and construed in accordance with the laws of the the United States of America and the State of California, excluding its conflict of law provisions.  Except for SCSC’s right to pursue injunctive relief to protect its intellectual property rights, you and SCSC agree to submit to the exclusive jurisdiction of the courts located within the County of Santa Clara, California, USA.

If any provision of this TOS is held by a court of competent jurisdiction to be contrary to law, then such provision will be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.  SCSC’s failure to exercise or enforce any right or provision of this TOS will not constitute a waiver of such right or provision unless acknowledged and agreed to by SCSC in writing.

SCSC may assign this TOS to any third party at its sole discretion.  You will not assign or sublicense the rights granted under this TOS, without prior written authorization from SCSC.

You and SCSC agree that, except for any infringement of SCSC’s intellectual rights, any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The section titles in this TOS are solely used for the convenience of the parties and have no legal or contractual significance.

This TOS comprises the entire agreement between you and SCSC and supersedes all prior or contemporaneous agreements between the parties regarding the subject matter contained herein.

Contacting Us

If there are any questions regarding these Terms of Service you may contact us using the information below.

santacruzsoftware.com
877 Ceder Street Suite 150
Santa Cruz, California 95060
USA
info@santacruzsoftware.com

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