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License Agreement

 

END-USER LICENSE AGREEMENT FOR Mainstay Adjusting Inc. - Scope.claims/Caption Builder for Windows

This end-user license Agreement (“EULA”) is a legally binding license agreement between the entity or organization you represent, or if you do not designate an entity or an organization in connection with a license purchase, you in your individual capacity (“you” or “your”) and Mainstay Adjusting Inc., whose address is PO Box 7654 Colorado Springs, CO 80917 (“Mainstay Adjusting”) for the Mainstay Adjusting Software identified above and as further defined in this EULA.

Definitions used in this EULA.

  1. "Computer" means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for specific result based on a sequence of instructions.
  2. "Content" means any video, audio, data, music, still images, quizzes and any other output of the Software and any video, audio, data, music, still images, quizzes or other input into the Software.
  3. "Device" means a computer hardware system (whether physical or virtual) with a storage device or a mobile device capable of running the Software. A hardware partition or blade is considered to be a Device.
  4. "Internal Network" means a private, proprietary network resource accessible only by employees and individual contractors of a specific corporation or other business entity. An Internal Network does not include portions of the internet or any other network community open to the public, such as membership or subscription driven groups, associations and similar organizations.
  5. “Library Content” shall mean any and all media assets embedded or displayed in the Scope.claims® Library or that may be accessed through Mainstay Adjusting Inc.’s or its authorized licensors’ web sites, specifically, without limitation, Mainstay Adjusting Inc. or other third party media assets comprised of digital still images, music, audio files, animations, clipart, composites, fonts, graphics, illustrations, motion sequences, photographs, sound effects, video, video trailers, data, quizzes, surveys or any other visual representation that are now known or may become known in the future, together with all accompanying metadata and other material.
  6. “Resellers and Distributors” means a Mainstay Adjusting Inc. authorized partner, e-merchant or a portal where Mainstay Adjusting Inc. manages its Software channel.
  7. "Software" means a copy of computer software application identified above and associated media, Library Content and optional Online Services, and may include "online" or electronic documentation as well as licensed third party Content. The Software does not include source code. The Software is for use and/or runs on Windows and Mac operating systems only, and the Software will not be operable on any other systems.
  8. "“Your Content” means the Content resulting from your use of the Software.

1. Grant of License.

Except as may be set forth in a separate agreement, amendment, or addendum to this EULA which sets forth a different term for your license, Mainstay Adjusting Inc. hereby grants you a perpetual, non-exclusive, non-transferable, non-sublicensable, limited license to install and run the Software in a manner consistent with its design and documentation. The license granted herein is in all cases subject to and conditioned on your payment of the license fees and your compliance with this EULA.

2. Scope of Licensed Use.

2.1 General and Cross Platform Use.

Except as otherwise provided in this EULA and so long as you comply with the terms and conditions of this EULA, you are licensed to install and run one copy of the Software on one licensed device (the first licensed device) for use by one person at a time. Provided that you comply with all the terms and conditions of this EULA and when required by the Software, you present a valid, authorized, and activated Software key, you may also install and run a second copy of the Software on a second licensed device for use only by you for your internal business or individual use only, whichever is applicable. Only one person at a time may use the Software on each licensed device and the two licensed devices may not be used simultaneously by that one person. You are licensed to install and use both the Scope.claims® for Windows and Mac version of the Software, provided that you are only licensed to use one version of the Software on one platform and in one language at a time (not simultaneously). The components of the Software are licensed as a single unit, and you may not separate or virtualize the components and install them on different devices. By way of clarity, if this license has been entered into by an entity or organization, the copies of the Software licensed hereunder may only be used for the internal business purposes of the licensee entity or organization.

2.2 Distribution from Server.

So long as you comply with the terms and conditions of this EULA, you are licensed to copy an image of the Software onto Computer file server(s) within your Internal Network for the purpose of downloading and installing the Software onto devices within the same Internal Network for use as permitted herein.

2.3 Server use.

So long as you comply with the terms and conditions of this EULA, you are licensed to install a copy of the Software on Computer file server(s) within your Internal Network only for use of the Software initiated by an individual from a Computer within the same Internal Network as permitted by this EULA. The total number of users (not the concurrent number of users) able to use the Software on such Computer file servers(s) may not exceed the number permitted by the license ordered by you.

By way of example, the foregoing does not permit you to install or access (either directly or through commands, data or instructions) the Software: (i) from or to a Computer or device not part of your Internal Network, (ii) for enabling web hosted workgroups or services available to the public, (iii) by an individual or entity to use, download, copy or otherwise benefit from the functionality of the Software unless licensed to do so by Mainstay Adjusting Inc., (iv) as a component of a system, workflow or service accessible by more than the number of users permitted by the license ordered by you, or (v) for operations not initiated by an individual user (e.g., automated server processing).

2.4 Restrictions on Secondary Use by Multi-user Licensees.

If the Software was obtained under a Mainstay Adjusting Inc. multi-user license program by any licensee, the second copy of the Software must be used solely for the benefit and business of that multi-user licensee.

2.5 Backup Copy.

So long as you comply with the terms and conditions of this EULA, you are licensed to make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.

2.6 Integrity of 3rd Party Content and Software.

Your use of the Software may be affected by digital rights management systems in order to protect the integrity of certain third party Content and the Software. You may not use any Computer or hardware designed to defeat any copy-protection device, should the Content or Software you have licensed utilize such protection. You may not remove or alter any trademark, trade names, product names, logos, copyright notices, legends, symbols, labels, or watermarking in any third party Content or the Software, except to the extent as expressly indicated in the third party Content or Software.

2.7 Multiple Environment/Multiple Platforms/Dual-Media Software.

If you were licensed to receive the Software in a manner that supports multiple environments, platforms, operating systems or languages or in more than one medium, regardless of the type or size of medium you receive, you are licensed to use only one environment, platform, operating system, language or medium that is appropriate for your single Computer at a time. By way of clarity and in accordance with this EULA, you are only licensed to use one version of the Software on one platform and in one language at a time (not simultaneously).You may not use or install the other medium on another Computer other than as expressly stated in the EULA. You may not loan, rent, lease, license, distribute or otherwise transfer the other medium to another user.

3.  Description of Other Rights and Limitations.

The license granted to you in this EULA is further conditioned upon your compliance with all of the following conditions:

  1. Limitations on Reverse Engineering, De-compilation, and Disassembly. You may not reverse engineer, decompile, translate, localize or disassemble the Software.
  2. Separation of Components. The Software is licensed as a single product. Its component parts may not be separated for use on more than one Computer. You may not unbundle or repackage the Software for distribution.
  3. No Rental or other Distribution. You may not rent, license, assign, transfer, time share, host, lend, sublicense, distribute, or lease the Software, or any access code or any licenses associated with the same for any purpose, except as otherwise expressly provided in this EULA.
  4. No Software License Transfers. You may not transfer this license under any circumstances without Mainstay Adjusting Inc.’s prior written consent and any such approved transferee must agree in writing to be bound by the terms and conditions of this EULA. You may not transfer license on a short term or temporary basis without Mainstay Adjusting Inc.’s prior written consent.
  5. No Distribution or Sale of Software Keys. The Software and any copies of the Software keys related to the Software may not be copied, reproduced, distributed, used, posted, modified, adapted, prepare derivatives of or displayed in any form or manner on any online auction sites or any other site of any kind without the express prior written permission of Mainstay Adjusting Inc.. Any distribution, transfer, or posting made in violation of the requirements, conditions, or restrictions of this section will be void and may result in termination of this EULA.

4. License Compliance

4.1 Mainstay Adjusting Inc. collects information for fraud and piracy prevention including the number of downloads or installations of the Software through a “call-home” system which may be sent to a Mainstay Adjusting Inc. or a third party cloud server for storage or further processing by Mainstay Adjusting Inc. or its vendors that provide license compliance services. Such information may include the IP address, computer and session ID, and information about the Software license keys.

4.2 The Software includes technology designed to prevent unauthorized use and copying. If you do not follow the validation, installation, or license management process described in the applicable documentation, such technology may prevent your use of the Software. In addition, Mainstay Adjusting Inc. utilizes monitoring and scouring technologies to obtain and transmit data on users of illegal copies of the Software. This data collection is not performed on users of legal licensed Software. If you are using an illegal copy of our software, you are subject to the collection and transmission of such data as described herein. You are advised to cease using the illegal version and contact Mainstay Adjusting Inc. or one of its authorized Resellers and Distributors to obtain a legally licensed copy.

5.  Termination.

5.1 Mainstay Adjusting Inc. may terminate this EULA if you fail to comply with any of the terms and conditions of this EULA, which includes, but is not limited to, your unauthorized reproduction, copying, distribution, modification, adaptation or the making of a derivative of or display of the Software or any of the Software keys associated with the same. In such event, upon termination you must delete or destroy all copies of the Software and any Software keys associated with the same and all of its component parts and you must provide Mainstay Adjusting Inc. in writing your certification as to the same.

5.2 BY PAYING THE LICENSE FEE FOR THE SOFTWARE WITHOUT REQUESTING A REFUND OF SUCH FEE (IN ACCORDANCE WITH MAINSTAY ADJUSTING INC.’S RETURN AND CANCELLATION POLICIES AND PROCEDURES AND/OR THE APPLICABLE RETURN AND CANCELLATION POLICIES OF MAINSTAY ADJUSTING INC.’S AUTHORIZED RESELLERS AND DISTRIBUTORS), OR INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, SUCH ACTS INDICATE YOUR ACCEPTANCE OF THIS EULA AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA.

6.  Intellectual Property Rights.

6.1 This EULA is for the licensed use and access to the Software and not an agreement for sale. You acknowledge that irrespective of any use of the word “purchase” or “Reseller” or the like hereunder, no ownership rights are being conveyed to you under this EULA or otherwise and you agree that all rights, title, and interests, including, but not limited to, all copyrights, trade secret rights, patent and trademark rights, whether foreign or domestic, in and to the Software (including, but not limited to, any source or object code, images, photographs, animations, video, audio, music, text, and apps incorporated into the Software), the accompanying printed materials or online documentation, and any copies of the Software, are owned by and shall remain the sole property of Mainstay Adjusting Inc. or its suppliers or licensors.

6.2 THE SOFTWARE IS PROTECTED BY U.S. COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. Mainstay Adjusting Inc. AND/OR ITS SUPPLIERS OR LICENSORS, ARE AND SHALL REMAIN THE OWNERS OF ALL INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE. THE SOFTWARE IS LICENSED TO YOU ON A NON-EXCLUSIVE, NON-ASSIGNABLE, NON-TRANSFERABLE, LIMITED, PERSONAL BASIS, NOT SOLD.

7.  Injunctive Relief.

You agree that if you use the Software in any unauthorized manner, or breach the terms and conditions of this EULA, such use or breach may have a devastating and serious impact on Mainstay Adjusting Inc.'s continuing ability to compete profitably and would, therefore, result in immediate and irreparable injury, loss, or damage to Mainstay Adjusting Inc.. The parties agree that in such event, in addition to Mainstay Adjusting Inc.’s right to recover damages for a breach of this EULA, Mainstay Adjusting Inc. shall be entitled to obtain a temporary restraining order or a preliminary injunction from a court of competent jurisdiction, without posting of bond or other security or proof of actual damages, to prevent you, your employees, agents, consultants, or independent contractors from engaging in any further mis-use copying, of the Software or the continued breach of the remaining terms and conditions of this EULA .

8.  U.S. Government Restricted Rights.

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is: Mainstay Adjusting Inc. Corporation, 2405 Woodlake Drive, Okemos, MI 48864. You acknowledge and agree as a condition to the license granted under this EULA that the Software may not be downloaded or otherwise exported or re-exported: (i) into (or to the national resident of) any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of specially Designated Nationals or the U.S Commerce Department's Table of Denial Orders. By using the Software, you are agreeing to the foregoing and are representing and warranting that you are not located in or under the control of, a national resident of any such country or on any such list.

9.  Limited Warranty.

Mainstay Adjusting Inc. warrants that the Software will substantially conform to the applicable documentation and specifications and will be in good working order for a period of ninety (90) days following the date of purchase. This warranty does not apply if the Software: (i) has been altered, except by Mainstay Adjusting Inc. or its authorized representative, (ii) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Mainstay Adjusting Inc., or (iii) has been subjected to misuse, negligence, or accident.

EXCEPT AS EXPRESSLY SET FORTH IN THE PARAGRAPH ABOVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Mainstay Adjusting Inc. AND ITS SUPPLIERS, AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

10.  Customer Remedies.

Mainstay Adjusting Inc.'s and its suppliers' or licensor's entire liability and your exclusive remedy for a breach of the Limited Warranty set forth herein, shall be, at Mainstay Adjusting Inc.'s option, either: (a) to refund the license paid; or (b) to repair or replace the Software that does not meet Mainstay Adjusting Inc.'s Limited Warranty and which is returned to Mainstay Adjusting Inc. in accordance with our Return Policy. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Mainstay Adjusting Inc. are available without proof of purchase from an authorized international source.

11.  LIMITATION OF LIABILITY.

In no event will Mainstay Adjusting Inc. be liable for the following, regardless of the theory of liability or whether arising out of the use or inability to use the Software or otherwise, even if Mainstay Adjusting Inc. has been advised of the possibility of such damages: (a) indirect, incidental, exemplary, special or consequential damages; (b) loss or corruption of data or interrupted or loss of business; or (c) loss of revenue, profits, goodwill or anticipated sales or savings. All liability of Mainstay Adjusting Inc., its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed the license fees paid by you for the Software that gave rise to the claim. This limitation of liability for Software is cumulative and not per incident. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

12.  Content, Library Content and Indemnity.

12.1 You acknowledge and understand your Content is your sole responsibility including making and keeping back-up copies of your Content and your use and distribution of your Content is at your sole discretion and risk.

You shall be solely responsible for any claims or causes of action that may arise in connection with such use and distribution of your Content. Notwithstanding anything to the contrary herein, Mainstay Adjusting Inc. has no responsibility or liability for the deletion or accuracy of your Content or any other Content or Library Content, the failure to store, transmit or receive transmission of your Content or any other Content or Library Content (whether or not processed by the Online Service), or the security, privacy, storage, or transmission of other communications originating with or involving use of the Software. Certain features of the Software enable you to specify the level at which the Software may restrict access to your Content. You are solely responsible for applying the appropriate level of access to your Content. You further agree to defend, indemnify and hold Mainstay Adjusting Inc., its affiliates, subsidiaries, officers, directors, employees, consultants, agents, suppliers, licensors, Resellers, and Distributors from any and all third party claims, whether foreign or domestic, and any and all liability, damages and/or costs including, but not limited to, reasonable attorney fees, arising from your use of the Software and your Content and the distribution of the same, your violation of this EULA, or the infringement or violation by you or any other user of the Software, of any agreement of any kind or any intellectual property or other right, including but not limited to, patent, trademark, copyright or trade secret rights of any person or entity or any claims that may or are alleged to result in the invasion of privacy, slander, libel or for infringement on a person’s rights of publicity due to the publication or distribution of your Content.

12.2 Ownership of Content and Library Content, License, and Restrictions.

12.2.1 Ownership.

Title and intellectual property rights in and to any Content or Library Content, displayed by, reproduced, recorded or accessed through the Software, belongs to the respective Content or Library Content owners. Such Content or Library Content may be protected by copyright or other intellectual property laws and treaties, and may be subject to terms of use of the third party providing or displaying such Content or Library Content. This EULA does not grant you any rights to use such Content or Library Content other than as expressly indicated in the Software, this EULA or any Addendums to the same. The Software may be used to reproduce or record your Content, so long as such use is limited to the reproduction of non-copyrightable Content, Content which you own the intellectual property rights in and to the same, or Content which you are authorized or legally permitted to reproduce, record or display.

12.2.2 Library Content License Grant. 

Mainstay Adjusting Inc. and its suppliers and licensors, specifically, without limitation, Shutterstock and Storyblocks, hereby grant to you a non-exclusive, worldwide, fully-paid and royalty-free, license to use, record, reproduce, distribute, publicly display, modify, create derivative works of, alter, copy, frame, link, archive, transmit, public perform, fix and otherwise use the Library Content in synchronism or time relation with images and use any mechanical or any other subsidiary rights related to the Library Content as necessary to create your Content in connection with your use of the Software only, subject to any additional terms, conditions or restrictions as referenced in this section, section 22 herein and the Addendum to this EULA.

12.2.3 Library Content Restrictions.

The license in the Library Content granted to you in this EULA, is further conditioned upon your compliance with all of the following conditions:

  1. You shall not use, resell, market, distribute, sublicense, lease or rent the Library Content on a stand-alone basis (i.e. other than as part of your Content created in connection with your use of the Software) in any manner, including, without limitation, online auctions or on any other online or mobile or wireless or other storage media devices;
  2. You shall not use the Library Content or any part thereof, as part of a trademark, service mark, trade name or logo;
  3. You shall not use the Library Content to compete with Mainstay Adjusting Inc.;
  4. You shall not use the Library Content as part of a product, program or service or any electronic format intended for multiple distribution or licensing, including, without limitation, templates for web sites, software programs or services, video games and game consoles, etc.;
  5. You shall not use the Library Content in any way that may be considered defamatory, pornographic, libelous, immoral, obscene, fraudulent or illegal, infringing upon any intellectual property rights of others or rights of publicity, an invasion of privacy or that would be reasonably likely to bring any person or property reflected in the Library Content into disrepute;
  6. You shall not remove any notice of copyright, trademark or other proprietary rights and/or notice imbedded in the Library Content;
  7. You shall not install or download the Library Content on a stand-alone basis (i.e. other than as a part of your Content created in connection with your use of the Software), in more than one location at a time or post a copy of the Library Content on a network server or web server for use by others;
  8. You shall not display the Library Content on a stand-alone basis (i.e. other than as a part of your Content created in connection with your use of the Software) in an electronic format that enables a Library Content to be downloaded or distributed via mobile devices or shared on a peer-to- peer or similar file sharing arrangements;
  9. You shall not use the Library Content in any manner which would give a false impression that Mainstay Adjusting Inc. somehow endorsed, sponsored, approved or co-authored your Content; and
  10. Any and all rights not specifically granted herein or in any additional terms, conditions or restrictions as referenced in this section, section 22 and the Addendums set forth below, are reserved by Mainstay Adjusting Inc. and/or its suppliers or licensors.

12.2.4 Your Representations and Warranties Regarding Your Content.

You represent and warrant that: (a) you are the owner, licensee, or authorized user of all your Content; and (b) you will not upload, record, publish, post, link to, or otherwise transmit or distribute Content that: (i) advocates, promotes, incites, instructs, assists or otherwise encourages violence or any illegal activities; (ii) infringes or violates the copyright, patent, trademark, service mark, trade name, trade secret, or other intellectual property rights of any third party or Mainstay Adjusting Inc., or any rights of publicity or privacy of any party, whether foreign or domestic; (iii) attempts to mislead others about your identity or the origin of a message or other communication, or impersonates or otherwise misrepresents your affiliation with any other person or entity, or is otherwise materially false, misleading, or inaccurate; (iv) promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, hateful, obscene, indecent, vulgar, pornographic or otherwise objectionable or unlawful content or activity; (v) is harmful to minors; (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, information, or property of another; or (vii) violates any law, statute, ordinance, or regulation (including, without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising).

13.  Survival.

The conditions, restrictions and obligations as contained in this EULA which you have voluntarily agreed to shall survive any expiration, termination or cancellation of this EULA, and shall continue and remain in effect to bind you, and your employees, agents, successors, heirs and assigns to the extent necessary to fulfill their essential purposes.

14.  Integration.

This EULA and the applicable license order and Addendums set forth the entire Agreement and understanding between the parties as to the subject matter of this EULA and supersedes all prior discussions, representations, and amendments of understandings of every kind and nature between the parties.

15.  Amendments.

This EULA may not be amended, altered, or any of its provisions waived on behalf of either party, except in writing executed by both parties' duly authorized agent.

16.  Assignability.

Except as otherwise expressly provided under this EULA, this EULA and the rights and duties under this EULA may not be assigned by you without the prior written consent of Mainstay Adjusting Inc..

17.  Benefit.

Except to the extent forbidden in this EULA, this EULA shall be binding upon and inure to the benefit of the respective successors and assigns of the parties.

18.  Captions.

Captions contained in this EULA are inserted for reference and in no way define, limit, extend or describe the scope of the EULA or intent of any provision in the EULA.

19.  Severability.

If any provision of this EULA becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this EULA shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the EULA to the other party.

20.  Authority to Accept.

You warrant and represent to Mainstay Adjusting Inc. this EULA shall be binding upon you, and that the individual agreeing to be bound under the terms and conditions of this EULA is authorized or has been empowered to do so.

21.  Third Party Beneficiary.

You acknowledge and agree that Mainstay Adjusting Inc.'s suppliers and licensors (and/or Mainstay Adjusting Inc. if you obtained the Software from any party other than Mainstay Adjusting Inc.) are third party beneficiaries of this EULA, with the right to enforce the obligations set forth herein with regard to the respective technology, applicable software or Content of such suppliers, licensors and/or Mainstay Adjusting Inc..

22.  Third Party Acknowledgement and Terms.

The Software licensed under the terms and conditions of this EULA may use or include third party components, Content, other copyrighted material, and/or open source software which may be subject to certain “open source” or ”free software” licenses (“Open Source Software”). Acknowledgments, licensing terms and additional disclaimers for such components, Content, materials, or Open Source Software are contained in the "online" electronic documentation for the Software, including without limitation, a 3rdPartyLicensing.txt file or may otherwise accompany the same, or are contained in Addendums to this EULA, and your use of such components, Content, other materials, and/or Open Source Software is governed by their respective terms and conditions and nothing in this EULA limits your rights under or grants you rights that supersede the terms and conditions of any such applicable third party terms and conditions for such third party components, Content, materials, and/or Open Source Software.

23.  Governing Law and Jurisdiction.

This EULA is governed by the laws of the State of Colorado, U.S.A to the extent that U.S. federal laws are not applicable, without regard to their conflicts of law principles. You agree to the exclusive jurisdiction of the Courts of the State of Colorado, U.S.A. and the United States district court located or has a presence in Ingham County, Colorado U.S.A. This Agreement has been prepared in the English language and such version shall be controlling in all respects and any non-English version of this Agreement is solely for accommodation purposes. The parties to this Agreement waive personal service of any and all process upon them and consent that all such service of process be made by registered mail and shall be deemed to be completed five (5) business days after the same shall have been deposited in the United States mail, postage prepaid. You waive any objection based on inconvenient forum and any objection to venue of any action instituted under this EULA by Mainstay Adjusting Inc. in any jurisdiction. This EULA shall not be governed by the United Nations' Convention on Contracts for the International sale of Goods, the application of which is expressly excluded. If you are a federal, state, or local government entity in the United States using the Software in your official capacity and legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you. For such U.S. federal government entities, this EULA and any action related thereto will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Colorado (excluding choice of law).

IF YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, YOU DO NOT HAVE A RIGHT TO DOWNLOAD, INSTALL OR USE THE LICENSED SOFTWARE.

Use Restrictions and Obligations

You shall not use any item of Content:

  1. Except solely as incorporated into a Derivative Work.
  2. together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights.
  3. portraying any person depicted therein (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
  4. as a trademark, service mark, or logo or in a manner that infringes upon any third party's trademark or other intellectual property right.
  5. for the purpose of reselling, marketing, distributing, sublicensing, leasing or renting the Content on a stand-alone basis (i.e. other than as part of your Content created in connection with your use of the Software) in any manner, including, without limitation, online auctions or on any other online or mobile or wireless or other storage media devices
  1. You shall not claim ownership of any Music or otherwise register any Music with any called “user-generated” content distribution platforms (e.g., YouTube) even as synchronized with a Derivative Work, nor shall you distribute Music as or as part of a musical composition or sound recording even if it has been transformed, edited, re-mixed, re-recorded, or modified with additional instruments or vocals.
  2. You shall not sell, transfer, share, give away or sublease the Content by itself or collectively, as part of a bundle, or in any manner except solely as embodied within the Derivative Work.
  3. If and where commercially reasonable, the use of Music incorporated into a film, video, television series, or other adaptations of a production as an audiovisual work shall be accompanied by a credit to Shutterstock in substantially the following form:

IF YOU DO NOT AGREE TO THE FOREGOING TERMS AND CONDITIONS, YOU DO NOT HAVE A RIGHT TO DOWNLOAD, INSTALL, ACCESS OR USE THE LICENSED SOFTWARE.


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