End User License Agreement
Last modified: Nov 19, 2024
Introduction
You, as a user of the ColorPhi website and software are using this pursuant to your permitted access to colorphi.com and colorphi.net websites.
Please review these Terms of Service, End User License Agreement ("Agreement") thoroughly. This Agreement is a legal agreement between you, an individual (“You” or “Your”) and Digital Vision Enhancement, Inc. a/ka ColorPhi with offices In Michigan and elsewhere (‘ColorPhi’) (each a Party and collectively the Parties.) ColorPhi does not offer licenses to any entities. You must be a human being.
Scope of Agreement. This Agreement describes the terms governing Your use of ColorPhi software, data, content, capabilities, updates and new releases provided by ColorPhi on or through its website (‘Services.’)
Modification to Services. ColorPhi has the right, in its sole discretion, to revise, update, or otherwise modify the Services or alter Your access to the Services. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. For any material changes, to the extent reasonably possible, ColorPhi will provide You with reasonable notice posted on the ColorPhi website hosting the Services. In the event ColorPhi need to maintain the security of the system or comply with any laws or regulations, ColorPhi reserve the right to modify the Services immediately, and to provide electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute Your acceptance of and agreement to such changes.
YOUR RIGHTS TO USE THE SERVICES.
Limited Usage Rights. The Services are protected by patents, copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described in this Agreement. ColorPhi reserves all other rights in the Services. Until termination of this Agreement and provided You meet any applicable payment and other obligations and comply with the terms of (i) this Agreement and (ii) any other agreement between You and ColorPhi relating to the Services, ColorPhi grants to You a limited, personal, worldwide, nonexclusive, non-sub-licensable and nontransferable right and license to use the Services.
Usage Restrictions. You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree that You will not: (i) provide access to or give any part of the Services to any third party; (ii) reproduce, modify, copy, deconstruct, sell, trade or resell the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services; (iv) access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party; or (v) otherwise access or use the Services beyond the scope of the authorization granted under this Agreement.
Suspension or Termination of Usage Rights. ColorPhi may suspend, terminate or otherwise deny Your access to or use of all or any part of the Services, without incurring any resulting obligation or liability at its sole discretion, including acting unreasonably at any time for any reason or no reason.
ACCESS TO SERVICES.
Internet Access. You are solely responsible for setting up, maintaining and operating all information technology infrastructure, including mobile phones, computers, software, hardware, and networks, on or through which the Services are accessed or used.
To use the Services, You must obtain Internet access and pay any service fees associated with such access.
Access Credentials. To use the Services, You will be required to register and select Access Credentials (defined herein). "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services. You may not by- pass or breach any security device or protection used by COLORPHI or a third party or access or use the Services other than by valid Access Credentials. You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to: securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services. You will manage Your Access Credentials and accept updates. You are responsible for securely managing Your Access Credentials for the Services and agree to contact COLORPHI if You become aware of any unauthorized access to Your account.
Fees for Accessing Services. You have registered for use of the Services as an individual. You will have access to the Services, without payment of any fee, for a period and pursuant to such terms as established by COLORPHI in its sole discretion.
Not Medical Advice.
NONE OF THE SERVICES ARE A MEDICAL PRESCRIPTION, DRUG, DIASGNOSIS OR ADVICE AND NOTHING IN THE APPLICATION, ITS FEATURES OR ITS CONTENTS IS INTENDED TO OFFER OR PROVIDE MEDICAL ADVICE.
Our objective is to provide useful information and a platform for visual adaptations. The Services are not medical services, and the data provided in it is not intended to be utilized for medical purposes or to diagnose, treat, cure or prevent any disease, ailment or injury. To the maximum extent permitted by applicable law, you expressly agree we are not providing medical advice through these Services. All Content provided through the Application, whether provided by us or by other users or third parties (even if they are claiming to be a doctor or medical professional) is not intended to be and should not be used in place of (a) the advice of your physician or other medical professionals, (b) a visit, call or consultation with your physician or other medical professionals, or (c) information contained on or in any product packaging or label. To the extent permitted by applicable law, we are not responsible for any health problems that may result from recommendations, consultations, products, or events you learn about through these Services. Should you have any health-related questions, please call or see your physician or other medical or healthcare provider promptly. If you have an emergency, call your physician or your local emergency services immediately.
Your use of these Services does not constitute or create a doctor-patient, therapist-patient or other healthcare professional relationship between ColorPhi or any employee or agent of the ColorPhi and you.
CONTENT
Content License; Restrictions. You are responsible for all materials, data, and personal information ("Content") uploaded, posted or stored through Your use of the Services. You agree not to use, nor permit any third party to use, the Services to:
• upload, post, distribute, link to, publish, reproduce, distribute, engage in or transmit any of the following, including but not limited to Illegal, fraudulent, defamatory, seditious, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind; or
• Content that would impersonate someone else or falsely represent Your identity or qualifications, constitutes a false or misleading designation of origin or that constitutes a breach of any individual’s right of privacy or right of publicity; or,
• Any disruptive or harmful software, data or other device or means, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any data processed thereby; and,
• Any information, software or Content which is not legally Yours and without permission from the copyright owner or any other intellectual property rights owner.
Community Features. The Services may include a community forum or other social features to exchange Content and information with other users of the Services (“Community Forum”). COLORPHI does not support and is not responsible for the content in these Community Forums. Please use respect when You interact with other users in a Community Forum. Do not reveal confidential or other information that You do not want to make public.
Right to Monitor. COLORPHI does not prescreen your content. COLORPHI may, but has no obligation to, monitor Your Content and other content on the Services. ColorPhi may disclose any information necessary to satisfy our legal obligations, protect COLORPHI or its customers, or operate the Services properly. COLORPHI, in its sole discretion, may refuse to post, remove, or refuse to remove, any Content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
No Content Export and Deletion. You have no right to download any data, content or any part of the Services from the ColorPhi website.
INFORMATION PRIVACY RIGHTS.
NO CONFIDENTIAL CONTENT. YOU AGREE THAT YOU WILL NOT PROVIDE COLORPHI WITH ANY CONFIDENTIAL INFORMATION (SEE BELOW.) SHOULD YOU PROVIDE CONFIDENTIAL INFORMATION, COLORPHI HAS NO OBLIGATION TO RESPECT OR PRESERVE THIS CONFIDENTIAL INFORMATION.
PERSONAL CONTENT AND INFORMATION PRIVACY RIGHTS. To use the Services, You may need to provide information about You. You can view COLORPHI’s Privacy Policy provided with the Services and on the ColorPhi website for the Services. You agree to the applicable COLORPHI Privacy Policy, and any changes published by COLORPHI. You agree that COLORPHI may use and maintain Personal Content that you provide according to the COLORPHI Privacy Policy, as part of the Services.
COMMUNICATIONS. COLORPHI may from time to time send You communications about the Services, such as service announcements, administrative messages, and any other communications. By accessing and using the Services, You agree that COLORPHI may send these communications to You via email or by posting them on our ColorPhi website or through social media channels and that these communications are considered part of the Services.
General Terms
SERVICE PROVIDERS. ColorPhi may use third parties in the operation of our Services or to perform any of our obligations in this Agreement (each a “Service Provider”). For our Service Providers to be able to provide You with certain aspects of the Services, ColorPhi may share a limited amount of Your data or Content with such Service Provider. Our agreements with Service Providers outline the appropriate use and handling of this information and prohibit the Service Provider from using any of Your information for purposes unrelated to the Services.
CONFIDENTIALITY. In connection with this Agreement, "Confidential Information" means information in any form or medium (whether oral, written, electronic or other) that a party considers confidential or proprietary, including information consisting of or relating to that party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the party has contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as "confidential".
DISCLAIMER OF WARRANTIES. YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, COLORPHI, ITS AFFILIATES, AND ITS THIRD-PARTY PROVIDERS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SERVICES. COLORPHI AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. IF THE EXCLUSIONS FOR IMPLIED WARRANTIES DO NOT APPLY TO YOU, ANY IMPLIED WARRANTIES ARE LIMITED TO 60 DAYS FROM THE DATE OF PURCHASE OR DELIVERY OF THE SERVICES, WHICHEVER IS SOONER.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICA- BLE LAW, THE ENTIRE LIABILITY OF COLORPHI AND ITS SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID OR THE FAIR MARKET VALUE FOR THE SERVICES DURING THE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, COLORPHI AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET COLORPHI SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF COLORPHI AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF COLORPHI, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.
Indemnification. You agree to indemnify and hold COLORPHI and its Suppliers harmless from all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of Your use of the Services or breach of this Agreement (collectively referred to as "Claims"). COLORPHI reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by COLORPHI in the defense of any Claims.
TERMINATION. COLORPHI may immediately, in its sole discretion and without notice, terminate this Agreement or, alternatively, to suspend the Services if You fail to comply with this Agreement or if You no longer agree to receive electronic communications. Upon termination You must immediately stop using the Services. Any termination of this Agreement shall not affect COLORPHI’s rights to any payments due to it.
EXPORT RESTRICTIONS. You acknowledge that the Services and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that You will comply with these laws and regulations and will not export or re-export any part of the Services, in violation of these laws and regulations, directly or indirectly.
GOVERNING LAW AND DISPUTE RESOLUTION. All disputes arising out of or in connection with the subject matter, interpretation or enforcement of this agreement, which are not disposed of by agreement between the parties hereto within a period of ninety (90) days, shall be decided solely by arbitration proceedings under the Rules and Procedures of the American Arbitration Association. Such arbitration shall be held in Ann Arbor, MI, USA. The Parties also agree that any decision rendered by the arbitrator as provided herein shall be binding on both Parties as though issued by a court which would otherwise have jurisdiction over such issue. The number of arbitrators shall be one, and the language to be used in the proceedings shall be English.
GENERAL. This Agreement is the entire agreement between You and COLORPHI and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. You cannot assign or transfer ownership of this Agreement to anyone without written approval of COLORPHI. However, COLORPHI may assign or transfer this Agreement.