EFEXIO STORE TERMS AND CONDITIONS
THIS AGREEMENT GOVERNS YOUR USE OF THE CGI SPECIAL EFFECTS MARKETPLACE (THE "EFEXIO STORE") OFFERED BY EFEXIO, INC. ("EFEXIO"). BY CLICKING "AGREE" YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK "AGREE," AND DO NOT USE THE EFEXIO STORE.
In order to use the Efexio Store, you must have the ability to enter into agreements and to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC AGREEMENT TO AND ELECTRONIC PAYMENT FOR TRANSACTIONS ARE BINDING. YOU AGREE AND INTEND TO BE BOUND TO ALL TRANSACTIONS YOU ENTER INTO ON THE EFEXIO STORE.
In order to access and retain your electronic records related to the Efexio Store, you may need certain hardware and software, which are your sole responsibility. Efexio is not responsible for typographic errors in this Agreement or any other agreement governing your transactions on the Efexio Store.
THE EFEXIO STORE
The Efexio Store permits you to purchase a license to CGI special effects ("Effect Shots") for noncommercial (except as expressly authorized herein) end user use only under the terms and conditions set forth in this Agreement. Certain Effect Shots are subject to Effect Shot-specific usage rules ("Effect Shot-Specific Usage Rules"). Your download of such Effect Shots evidences your agreement that where the Effect Shot-Specific Usage Rules differ from those in this Agreement, the Effect Shot-Specific Usage Rules will govern.
PAYMENTS, TAXES, AND REFUND POLICY
The purchase and sale of the limited license referred to in these Terms of Service is a completed transaction upon receipt of your direct payment to Efexio or a third party, such as Apple, Inc. For purchases through a third party, you agree to these terms and conditions in addition to any terms and conditions imposed by such third party.
The Efexio Store uses PayPal to process payments, which allows payment via credit card and debit card or via a PayPal account. Efexio may obtain preapproval from your payment source for an amount up to the amount of the order. Billing occurs at the time of or shortly after your transaction. When you provide a payment source, you confirm that you are permitted to use that payment source and you agree to all terms of service for that payment source. You also authorize Efexio to collect and store all related transaction information.
You agree that you will pay for all Effect Shots you purchase through the Efexio Store, and that Efexio may charge your payment source for any Effect Shots purchased and for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your Account (as hereinafter defined). YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING EFEXIO WITH VALID PAYPAL ACCOUNT (OR CREDIT CARD OR DEBIT CARD, IF AVAILABLE AS A PAYMENT SOURCE) DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the payment source you designate during the checkout process.
Your total price will include the price of the Effect Shots plus any applicable sales tax; such sales tax is based on the bill-to address. You agree to pay all fees and applicable taxes incurred under your Account, and that all fees paid to Efexio are nonrefundable.
All sales of Effect Shots are final.
If an Effect Shot becomes unavailable following a transaction but prior to download, your sole remedy is a refund in the amount paid for such Effect Shot. If technical problems prevent or unreasonably delay delivery of your Effect Shot, your exclusive and sole remedy is either replacement or refund of the amount paid for such Effect Shot, as determined by Efexio.
Efexio has the absolute right to manage, regulate, control, modify, including changing the purchase price for Effect Shots, and/or eliminating Effect Shots, at any time as it sees fit in its sole discretion, and Efexio shall have no liability to you or anyone for the exercise of such rights. There is no retroactive or prospective price protection in the event of a price reduction or promotional offering.
REQUIREMENTS FOR USE OF THE EFEXIO STORE
The Efexio Store is available to individuals aged 13 years or older, companies and other legal entities. If you are an individual 13 or older but under the age of 18, you must enter into this Agreement under the supervision of your parent or guardian. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such entity to this agreement, in which case the terms "you" or "your" shall refer to such entity.
The Efexio Store is not available in all geographic locations. You agree not to use or attempt to use the Efexio Store outside permitted locations. Efexio may verify your compliance with the geographic restrictions of the Efexio Store.
Use of the Efexio Store 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 for regular use and is required for video. The latest version of required software is recommended to access the Efexio Store and may be required for certain transactions or features and to download Effect Shots previously purchased from the Efexio Store. You agree that meeting these requirements, which may change from time to time, is your responsibility. The Efexio Store is not part of any other product or offering, and no purchase or acquisition of any other product shall be construed to represent or guarantee you access to the Efexio Store.
As a registered user of the Efexio Store, you may establish an account ("Account") and create an Efexio ID and password. Don't reveal your Account information to anyone. 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 Efexio of any security breach of your Account. Efexio shall not be responsible for any claims or losses arising out of the unauthorized use of your Account.
In order to purchase and download Effect Shots from the Efexio Store via a Mac or Windows PC, you must enter your Efexio ID and password to authenticate your Account.
You agree to provide accurate and complete information when you register with, and as you use, the Efexio Store ("Efexio Registration Data"), and you agree to update your Efexio Registration Data to keep it accurate and complete. You agree that Efexio may store and use the Efexio Registration Data you provide for use in maintaining and billing fees to your Account.
If you access the Efexio Store via an application on an iPad®, iPod® or iPhone®, your purchase of Effect Shots must occur through Apple's App Store in-app purchase system, and you agree to comply with all of Apple's applicable terms and conditions. When you first acquire Effect Shots on a Mac® or Windows® PC, such Mac or Windows PC will be registered with Efexio and associated with your Account. You may download each Effect Shot on one (1) additional Mac or Windows PC that you register with Efexio (each registered Mac or Windows PC is a "Registered Device"). You must own and control the Registered Device(s) associated with your Account.
As an accommodation to you, subsequent to acquiring an Effect Shot on a Registered Device, you may re-download that Effect Shot again if needed on that Registered Device, provided the Effect Shot is still available from the Efexio Store at the time of re-download. Re-downloads on an iPad, iPod or iPhone are governed by Apple's App Store terms and conditions. Some Effect Shots that you previously purchased may not be available for subsequent download at any given time, and Efexio shall have no liability to you in such event. As you may not be able to subsequently download certain previously-purchased Effect Shots, once you download am Effect Shot, it is your responsibility not to lose, destroy, or damage it, and you may want to back it up.
You agree that Efexio may collect and use technical data and related information—including but not limited to information about your use of the Efexio Store, technical information about your Registered Device(s), system and application software, and peripherals—that is gathered periodically to facilitate the provision of the Effect Shots and the Efexio Store to you. Efexio may use this information, in a form that does not personally identify you, to improve its products or to provide services to you.
EFFECT SHOT AVAILABILITY
Efexio reserves the right to change Product offerings on the Efexio Store (including eligibility for particular features) without notice.
USE OF LICENSED EFFECT SHOTS
You agree that the Efexio Store and Effect Shots include security technology that limits your use of Effect Shots and that you shall use Effect Shots in compliance with the usage rules established by Efexio and its licensors attached hereto as Exhibit A ("Usage Rules") and incorporated herein, and that any other use of the Effect Shots may constitute a violation of Efexio's or its licensors' intellectual property rights. Any security technology is an inseparable part of the Effect Shots. Efexio reserves the right to modify the Usage Rules at any time. Your continued use of the Efexio Stores after modification signifies your agreement to the modified Usage Rules.
You agree not to violate, circumvent, reverse engineer, decompile, disassemble, or otherwise tamper with any of the security technology related to the Usage Rules for any reason—or to attempt or assist another person to do so. Usage Rules may be controlled and monitored by Efexio for compliance purposes, and Efexio reserves the right to enforce the Usage Rules without notice to you. You agree not to access the Efexio Store by any means other than through software that is provided by Efexio for accessing the Efexio Store. You shall not access or attempt to access an Account that you are not authorized to access. You agree not to modify Efexio software in any manner or form, or to use modified versions of Efexio software, for any purposes including obtaining unauthorized access to the Efexio Store. Violations of system or network security may result in civil or criminal liability.
Subject to the terms and conditions of this Agreement, Efexio grants you a limited, non-exclusive, nontransferable license to use the Effect Shots you download on supported Registered Devices that you own or control, to use the Effect Shots, solely as permitted by the Usage Rules. The Effect Shots are licensed, not sold, to you, and no rights of ownership to the Effect Shot are conveyed to you hereunder. This license does not allow you to use Effect Shots on any Registered Device that you do not own or control, and you may not distribute or make Effect Shots available over a network where they could be used on multiple devices (devices include, without limitation, desktop and laptop computers, iPads, iPods®, and iPhones®) at the same time. You may not rent, lease, lend, sell, transfer, redistribute, or sublicense Effect Shots and, if you sell your Registered Device(s) to a third party, you must remove the Effect Shots from the Registered Device(s) before doing so. You may not (except as expressly permitted by this license and the Usage Rules) copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of Effect Shots, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with an Effect Shot). Any attempt to do so is a violation of the rights of Efexio and its licensors. If you breach this restriction, you may be subject to civil and criminal penalties.
SUBMISSIONS TO THE EFEXIO STORE
The Efexio Store may offer interactive features that allow you to submit materials (including links to third-party content) on areas of the Efexio Store accessible and viewable by 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 agree that all materials submitted by you shall be free of viruses and other malicious code. You also agree that you have obtained all necessary rights and licenses for materials you submit to the Efexio Store. You agree to provide accurate and complete information in connection with your submission of any materials on the Efexio Store. You hereby grant Efexio a worldwide, royalty-free, nonexclusive, transferable, sublicensable license to use reproduce, modify, distribute, prepare derivative works of, display, publish, perform, and otherwise fully exploit such materials as part of the Efexio Store, and in relation to Effect Shots, without any compensation or obligation to you, including but not limited to for marketing and promotional purposes. Efexio 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.
Efexio has the right, but not the obligation, to monitor any materials submitted by you or otherwise available on the Efexio Store, to investigate any reported or apparent violation of this Agreement, and to take any action that Efexio in its sole discretion deems appropriate, including, without limitation, termination of your right to use the Efexio Store.
Certain content, Effect Shots, and services available via the Efexio Store may include materials from third parties. Efexio may provide links to third-party websites as a convenience to you. You agree that Efexio is not responsible for examining or evaluating the content or accuracy and Efexio 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 entity and that Efexio is not in any way responsible for any such use by you.
You understand that by using the Efexio Store, 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 Efexio Store at your sole risk and Efexio shall have no liability to you for material that may be found to be offensive, indecent, or objectionable. Effect Shot types and descriptions are provided for convenience and Efexio does not guarantee their accuracy.
IMPORTANT SAFETY INFORMATION
To avoid muscle, joint, or eye strain during your use of the Efexio Store, you should take frequent breaks, and take a longer rest if you experience any soreness, fatigue, or discomfort. A very small percentage of people may experience seizures or blackouts when exposed to flashing lights or patterns, including but not limited to while watching videos. Symptoms may include dizziness, nausea, involuntary movements, loss of awareness, altered vision, tingling, numbness, or other discomforts. Consult a doctor before using the products offered through the Efexio Store if you have ever suffered these or similar symptoms, and stop using such products immediately and see a doctor if they occur during your use of such products. Parents should monitor their children's use of the Effect Shots and the Efexio Store carefully.
INTELLECTUAL PROPERTY OWNERSHIP
You agree that the Efexio Store, including but not limited to Effect Shots, graphics, user interface, audio clips, video clips, editorial content, and the scripts and software used to implement the Efexio Store, contains proprietary information and material that is owned by Efexio and/or its licensors, 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 in compliance with this Agreement. No portion of the Efexio Store may be reproduced in any form or by any means, except as expressly permitted in this Agreement. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Efexio Store in any manner, and you shall not exploit the Efexio Store in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.
Notwithstanding any other provision of this Agreement, Efexio and its licensors reserve the right to change, suspend, remove, or disable access to any Effect Shots, content, or other materials comprising the Efexio Store at any time without notice. In no event will Efexio be liable for making these changes. Efexio may also impose limits on the use of or access to certain features or portions of the Efexio Store, in any case and without notice or liability.
All copyrights in and to the Efexio Store (including the compilation of content, postings, links to other Internet resources, and descriptions of those resources) and related software are owned by Efexio and/or its licensors, who reserve all their rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE EFEXIO STORE, EXCEPT AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES.
The Efexio name, the Efexio logo, and other trademarks, service marks, graphics, and logos used in connection with the Efexio Store are trademarks of Efexio, Inc. or its licensors. 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 Efexio suspects that you have failed, to comply with any of the provisions of this Agreement, Efexio, at its sole discretion, without notice to you may: (i) terminate 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 your license to the Effect Shots; and/or (iii) terminate your access to the Efexio Store (or any part thereof). Upon termination of your license, you shall cease all use of the Effect Shots and the Efexio Store and destroy all copies, full or partial, of the Effect Shots and Efexio Software in your possession.
Efexio reserves the right to modify, suspend, or discontinue the Efexio Store (or any part or content thereof) at any time with or without notice to you, and Efexio will not be liable to you or to any third party should it exercise such rights. If Efexio suspends or discontinues the Efexio Store (or any part or content thereof), Efexio shall not provide a refund or other compensation to you in connection with the suspension or discontinuance of the Efexio Store.
DISCLAIMER OF WARRANTIES; LIABILITY LIMITATION
EFEXIO WILL UNDERTAKE COMMERCIALLY REASONABLE EFFORTS TO MAKE THE EFEXIO STORE AVAILABLE TWENTY-FOUR (24) HOURS A DAY, SEVEN (7) DAYS A WEEK. NOTWITHSTANDING THE FOREGOING, EFEXIO DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE EFEXIO STORE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME TO TIME EFEXIO MAY REMOVE THE EFEXIO STORE FOR INDEFINITE PERIODS OF TIME, OR DISCONTINUE THE OPERATION OF THE EFEXIO STORE AT ANY TIME, WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE EFEXIO STORE IS AT YOUR SOLE RISK. ALL RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF USE OF PRODUCTS AND SERVICES, INCLUDING EFFECT SHOTS DELIVERED THROUGH THE EFEXIO STORE IS WITH YOU. THE EFEXIO STORE AND ALL PRODUCTS AND SERVICES DELIVERED TO YOU THROUGH THE EFEXIO STORE ARE (EXCEPT AS EXPRESSLY STATED BY EFEXIO) 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 NONINFRINGEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
EFEXIO DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE EFEXIO STORE AND THE EFFECT SHOTS, THAT THE EFEXIO STORE AND THE EFFECT SHOTS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE EFEXIO STORE AND THE EFFECT SHOTS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT DEFECTS IN THE EFEXIO STORE OR THE EFFECT SHOTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EFEXIO OR ANY THIRD PARTY SHALL CREATE A WARRANTY. SHOULD THE EFEXIO STORE OR THE EFFECT SHOTS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
IN NO CASE SHALL EFEXIO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS (THE "EFEXIO PARTIES") BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE EFEXIO STORE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE EFEXIO STORE, 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, INCLUDING EFFECT SHOTS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE EFEXIO STORE, EVEN IF ADVISED OF THEIR POSSIBILITY.
IN NO EVENT SHALL THE EXEFIO PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR EFEXIO EFFECT SHOTS AND THE EFEXIO STORE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. 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, EFEXIO'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
EFEXIO SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE EFEXIO STORE, BUT YOU AGREE THAT YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND EFEXIO HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION IN ANY WAY.
EFEXIO DOES NOT REPRESENT OR GUARANTEE THAT THE EFEXIO STORE OR EFFECT SHOTS WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND EFEXIO DISCLAIMS ANY LIABILITY RELATING THERETO. SOME EFFECT SHOTS MAY BECOME UNAVAILABLE AFTER YOU DOWNLOAD THEM, AND THEREFORE, THEY CANNOT BE REPLACED IF LOST. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY EFEXIO EFFECT SHOTS PURCHASED FROM THE EFEXIO STORE.
BY USING THE EFEXIO STORE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD THE EFEXIO PARTIES HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE EFEXIO STORE AND EFEXIO EFFECT SHOTS, OR ANY ACTION TAKEN BY EFEXIO AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU CANNOT SUE OR RECOVER ANY DAMAGES FROM THE EFEXIO PARTIES AS A RESULT OF THEIR DECISION TO REMOVE OR REFUSE TO PROCESS ANY INFORMATION OR CONTENT, TO WARN YOU, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE EFEXIO STORE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF EFEXIO'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED.
CHANGES TO THIS AGREEMENT
Efexio reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Efexio Store. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Efexio Store will be deemed acceptance thereof. This Agreement will govern any upgrades provided by Efexio that replace or supplement Effect Shots licensed to you, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
You may not use or otherwise export or re-export the Effect Shots except as authorized by United States law and the laws of the jurisdiction in which the Effect Shot was obtained. In particular, but without limitation, the Effect Shots may not be exported or re-exported (a) into any U.S.-embargoed countries or (b) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using Effect Shots, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons.
The Effect Shots and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
This Agreement constitutes the entire agreement between you and Efexio and governs your use of the Efexio Store, superseding any prior agreements between you and Efexio. You also may be subject to additional terms and conditions that may apply to third-party content available on the Efexio Store. 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. Efexio's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Efexio will not be responsible for failures to fulfill any obligations due to causes beyond its control.
The Efexio Store is operated by Efexio 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 Efexio Store. All transactions on the Efexio Store are governed by New York and United States laws, without giving effect to conflict of law provisions. Your use of the Efexio Store may also be subject to other laws. You expressly agree that exclusive jurisdiction for any claim or dispute with Efexio or relating in any way to your use of the Efexio Store resides in the courts in New York. Risk of loss and title for all electronically delivered transactions pass to the purchaser in New York upon electronic transmission to the recipient. Efexio administers and operates the Efexio Store from its location in New York City, New York USA. Although the Efexio Store is accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Efexio Store, including Effect Shots, are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Efexio reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service, including the Efexio Store and Effect Shots, to any person or geographic area. Any feature, product or service, including Effect Shots, offered on the Efexio Store is void where prohibited. If you choose to access the Efexio Store from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.
Efexio may notify you with respect to the Efexio Store by sending an email message to your Account email address or a letter via postal mail to your Account mailing address, or by a posting on the Efexio Store. Notices shall become effective immediately. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, restrictions, accrued rights to payment, intellectual property rights, warranty disclaimers, limitations of liability and indemnification obligations. This Agreement is not assignable, transferable or sublicensable by you except with Efexio's prior written consent. Efexio may transfer, assign or delegate this Agreement and its rights and obligations without your consent.
Efexio reserves the right to take steps Efexio believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Efexio has the right, without liability to you, to disclose any Registration Data and Account information to law enforcement authorities, government officials, and third parties, as Efexio believes is reasonably necessary or appropriate to enforce and verify compliance with any part of this Agreement (including but not limited to Efexio's right to cooperate with any legal process relating to your use of the Efexio Store and Effect Shots, and third-party claims that your use of the Efexio Store or Effect Shots is unlawful or infringes such third party's rights).
EFFECT SHOT USAGE RULES
(i) If you access the Efexio Store via an application on an iPad, iPod or iPhone, your purchase of Effect Shots must occur through Apple's App Store in-app purchase system, and you agree to comply with all of Apple's applicable terms and conditions. When you first acquire Effect Shots on a Mac® or Windows® PC, such Mac or Windows PC will be registered with Efexio and associated with your Account. You may download each Effect Shot on one (1) additional Mac or Windows PC that you register with Efexio (each registered Mac or Windows PC is a "Registered Device") for the Permitted Uses. You may transfer your Effect Shots from one Register Device to another Mac or Windows PC that you register with Efexio no more than one time every ninety (90) days. The Mac or Windows PC that you transfer Effect Shots to will become a Registered Device while the Mac or Windows PC that you transfer Effect Shots from will cease to be a Registered Device. You may transfer Effect Shots from an iPad, iPod or iPhone to another solely in accordance with Apple's applicable policies.
(ii) If you are an individual acting in your personal capacity and you download Effect Shots, you may download each Effect Shot for the Permitted Uses (as defined below).
(iii) If you are a commercial enterprise or educational institution, you may download an Effect Shot for the Permitted Uses (as defined below) by either (a) a single individual on up to two (2) Registered Devices, that are used by that individual, or (b) multiple individuals, on a single shared Registered Device that you own or control. For example, a single employee may use an Effect Shot on both the employee's Windows and Mac laptops, or multiple students may serially use an Effect Shot on a single Mac or Windows laptop located at a resource center or library. For the sake of clarity, each Registered Device serially by multiple users requires a separate license.
(iv)You may transfer files containing Permitted Derivative Works (as defined below) to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Effect Shot and cannot access or extract it from any file you provide.
(v) You may use an Effect Shot for personal, noncommercial use or for those advertising, promotional and other specific purposes, which are Permitted Uses (as defined below). For clarity, you may not use the Effect Shots for resale, license or other distribution, unless the original content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Effect Shot nor is the Effect Shot capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a "Permitted Derivative Work" for the purposes of these Usage Rules). For example, you cannot superficially modify the Effect Shot or print it on a t-shirt, mug, poster, template or other item, or print it using a 3D printer and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works.
(vi) Subject to the Prohibited Uses as described below, the following are "Permitted Uses" of an Effect Shot:
- Personal, noncommercial use;
- Advertising and promotional projects in any and all media, including on-line or electronic publications, printed materials, websites, product packaging, presentations, film and video presentations, commercials, catalogues, brochures promotional greeting cards and promotional postcards (i.e. not for resale or license); and
- Entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations.
Notwithstanding the foregoing, some Effect Shots may be subject to Effect Shot-Specific Usage Rules provided when you select such Effect Shot on the Efexio Store, which may contain restrictions on the above Permitted Uses. Your download of such Products evidences your agreement that where the Effect Shot-Specific Usage Rules differ from those in this Agreement, the Effect Shot-Specific Usage Rules will govern.
(vii) You may not use an Effect Shot other than as expressly permitted in the preceding section. For greater certainty, the following are "Prohibited Uses":
- Effect Shots may not be resold, sublicensed, assigned, transferred or otherwise made available to third parties except as incorporated into Permitted Derivative Works. Effect Shots may not be distributed to third parties as standalone files or in a way that permits the recipient to extract the Effect Shot for use separate and apart from the Permitted Derivative Work. You must make reasonable efforts to safeguard against unauthorized third-party access to Effect Shots.
- You may not distribute an Effect Shot in any library or reusable template, electronic or otherwise, including but not limited to website templates, intended to allow reproduction by third parties on electronic or printed products. You may not distribute videos or images incorporating an Effect Shot with a single color background for the purpose of allowing a third party to do color keying and adding the rendering of the Effect Shot to a video or an image. You may not distribute Effect Shots in a manner meant to enable third parties to create derivative works incorporating Effect Shots.
- You may not superficially modify an Effect Shot and sell it to others for consumption, reproduction or re-sale. For example, but without restriction, you may not resell a video or image of an Effect Shot as a screensaver or desktop background, nor print it using a 3D printer, nor print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale.
- You may not incorporate an Effect Shot into a logo, trademark or service mark.
- You may not extract any sounds or music that are part of an Effect Shot and use them separately from an Effect Shot in any way nor sell, assign, transfer or otherwise make them available to third parties as standalone files or in a way that permits the recipient to extract them for use.
- You may not use an Effect Shot in a manner that violates the law of any applicable jurisdiction.
- You may not use an Effect Shot in a pornographic, offensive, obscene, threatening or defamatory manner, whether directly or in context or in juxtaposition with other materials.