CSI End User License Agreement
This CSI End User License Agreement (“EULA”), together with any links, attachments, exhibits, and addenda associated and incorporated into this EULA, including, but not limited to, the CSI Material License (the “CSI License”) and the General Terms and Conditions of Sale and Service (“Terms of Sale”), both of which are incorporated herein by reference (collectively, this “Agreement”), are a binding agreement between the individual accessing or using the CSI Software (“You”), and Dystar L.P. (d/b/a Color Solutions International) (“CSI”). This EULA governs Your use of CSI’s software-as-a-service applications, including, but not limited to, CSI ColorFlow, CSI Palette Builder, website, and/or API, and all related materials, documentation, and web-based services related thereto (the “CSI Software”).
The CSI Software and any materials accessed via the CSI Software, including, but not limited to, CSI Materials (as defined below) is licensed, not sold, to You. BY ACCESSING AND USING THE CSI SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS EULA; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; (C) REPRESENT AND WARRANT THAT YOU ARE AND AT ALL TIMES SHALL REMAIN EMPLOYED BY AN EMPLOYER THAT HAS THE RIGHT TO ACCESS THE CSI SOFTWARE (D) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE CSI SOFTWARE.
COLOR DISCLAIMER. YOU EXPRESSLY ACKNOWLEDGE AND ACCEPT THAT THE CSI MATERIALS ACCESSED THROUGH THE CSI SOFTWARE MAY VARY FROM THE ACTUAL PRODUCTS’ TRUE COLOR DUE TO INCONSISTENCIES OF VARIOUS MONITORS, LIGHTING SOURCES, DIGITAL PHOTOGRAPHY, AND DYE LOT VARIATIONS.
- Acceptable Use.
- License Grant. Subject to the terms of this EULA, CSI grants You a limited, non-exclusive, nontransferable, and non-sublicensable license to use the CSI Software solely for Your internal business purposes strictly in accordance with any relevant documentation or specifications made available by CSI; and (b) strictly in accordance with the provisions of this EULA, access and use on such materials provided by CSI to You through or in connection with the CSI Software, including without limitation, all related materials, documentation, product outputs, information, QTX files, software, color data (including, but not limited to, any spectral data or color values in any format distinguishing or describing the color of the pixels in a texture), and other content made available by CSI (collectively, “CSI Materials”).
- License Restrictions. You shall not, and You shall not permit any other person to: (a) copy, modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the CSI Software or CSI Materials, in whole or in part; (b) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the CSI Software or CSI Materials, or any part thereof; (c) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the CSI Software or CSI Materials, including any copy thereof; (d) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the CSI Software or CSI Materials, or any features or functionality of the CSI Software or CSI Materials, to any third party; (e) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the CSI Software or CSI Materials; (f) use the CSI Software or CSI Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (g) use the CSI Software or CSI Materials in a manner that imposes an unreasonable or disproportionate load on the CSI Software servers, hosting providers, or infrastructure; (h) use the CSI Software if You are under eighteen years old; (i) allow any individual under the age of eighteen years old to use the CSI Software; (j) use the CSI Software or CSI Materials after You have stopped being employed by an employer who has a contract with CSI or after Your employer’s contract with CSI terminates; (k) collect, use, store or share any personally identifiable information of other users of the CSI Software without their express permission; (l) extract, scrape, or index the CSI Software or CSI Materials (including information about users); (m) post, publish, submit or transmit any information or materials on or through the CSI Software that infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; (n) attempt to probe, scan, or test the vulnerability of any CSI system or network or the CSI Software, or breach any security or authentication measures; (o) use any meta tags or other hidden text or metadata utilizing a CSI trademark, logo, URL, or product name without CSI’s express written consent; or (p) share login credentials without CSI’s express written consent.
- Fees. Your use of the CSI Software and/or installation or purchase of any CSI Materials is conditional upon Your (or Your employer’s) payment to CSI of all applicable fees including without limitation all credit card fees, foreign exchange, wire transfer, other bank fees, and taxes relating to this EULA (excluding any taxes based on the net income of CSI). All payments shall be made in U.S. dollars. Upon termination of this EULA for any reason, You and/or Your employer acknowledge and agree that You and/or Your employer have no right to a refund for any license fees including without limitation to use the CSI Software and/or licenses to the CSI Materials.
- Reservation of Rights. You acknowledge and agree that the CSI Software or CSI Materials are provided under license, and not sold, to You. You do not acquire any ownership interest in the CSI Software or CSI Materials under this EULA, or any other rights thereto other than to use the CSI Software or CSI Materials in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this EULA. CSI and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the CSI Software or CSI Materials, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this EULA.
- Access Credentials. In order to access the CSI Software, You may be required to receive or create any necessary usernames, passwords, or other access credentials (collectively, “Access Credentials”). You must keep Your Access Credentials strictly confidential, and You may not share Your Access Credentials with any unauthorized person. It is Your responsibility to choose a reliable password that would be difficult for others to guess, and You are solely responsible for maintaining the security of Your Access Credentials. You are solely responsible for, and liable to CSI for, all activity occurring under any Access Credentials provided to or used by You. CSI may immediately suspend Your access to the CSI Software without notice to You if CSI suspects that any Access Credentials are compromised or being used to conduct any activities prohibited by this EULA. CSI will not be liable to You for exercising its suspension rights under this section.
- Updates. CSI may from time to time in its sole discretion develop and provide CSI Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, “Updates”). Updates may also modify or delete in their entirety certain features and functionality of the CSI Software. You agree that CSI has no obligation to provide any Updates to You or to continue to provide or enable any particular features or functionality of the CSI Software that You may have been able to access in the past. All Updates will be deemed part of the CSI Software and be subject to all terms and conditions of this EULA.
- Third-Party Materials. The CSI Software may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (collectively, “Third-Party Materials”). You acknowledge and agree that CSI is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. CSI does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at Your own risk. All Third-Party Materials are subject to additional terms and conditions made available by the applicable provider of such Third-Party Materials. If You do not agree to abide by the applicable terms for any such Third-Party Materials, then You should not access or use such Third-Party Materials. You agree to use any Third-Party Products solely for internal administrative purposes as part of the CSI Software. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND “AS-AVAILABLE” WITHOUT WARRANTY OF ANY KIND.
- From time to time, CSI may disclose or make available to You information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Without limiting the generality of the foregoing, all CSI Materials, as well as the features, functions, algorithms, interfaces, source code, look and feel, and intellectual property comprising the CSI Software, all constitute CSI’s Confidential Information. You shall not use CSI’s Confidential for any purpose other than as permitted by this EULA or disclose CSI’s Confidential Information to any person or entity. Upon termination of this EULA, You shall promptly destroy all copies, whether in written, electronic, or other form or media, of CSI’s Confidential Information.
- Term and Termination. You agree to be bound by the terms of this EULA on the date You click “Register” and create an account to the CSI Software (“Registration Date”). Notwithstanding the Registration Date, CSI shall provide you access to the CSI Software once CSI receives payment (“Subscription Date”) and Your use and access to the CSI Software shall continue in effect for an initial term of one (1) year from the Subscription Date (the “Initial Term”), unless sooner terminated by You or CSI in accordance with this EULA. Upon expiration of the Initial Term, this EULA may be renewed for successive additional periods of one (1) year (each a “Renewal Term”) upon the parties’ mutual agreement. For purposes of this EULA, “Term” means the Initial Term and any and all Renewal Terms, collectively. CSI may terminate this EULA at any time with or without notice to You. In addition, this CSI shall terminate this EULA or suspend Your access to the CSI Software immediately and automatically without any notice if: (a) You violate any of the terms and conditions of this EULA; (b) the contract or relationship which authorizes You to access and use the CSI Software terminates; or (c) if CSI does not receive payment at the start of any Term. For clarity, this includes without limitation: (i) Your employment terminates with the employer authorized to access the CSI Software; (ii) Your employer’s contract terminates with the vendee that authorizes Your employer’s use of the CSI Software; or (iii) CSI’s contract terminates with the vendee that authorized Your employer’s access to the CSI Software. Upon termination: (a) all rights granted to You under this EULA will also terminate; and (b) You must cease all use of the CSI Software, CSI Materials, and delete all copies of the foregoing from Your account and any other computer or device where such CSI Materials were downloaded or used. Termination will not limit any of CSI’s rights or remedies at law or in equity. The following provisions shall still apply to You even after termination of this EULA: 1 (Acceptable Use), 2 (Fees), 3 (Reservation of Rights), 4 (Your Information), 7 (Third-Party Materials), 8 (Confidentiality), 9 (Term and Termination), 10 (Disclaimer of Warranties), 11 (Limitation of Liability) 12 (Indemnification), and Sections 13-21 (inclusive).
- Disclaimer of Warranties. THE CSI SOFTWARE, ALL CSI MATERIALS, AND ALL THIRD-PARTY MATERIALS ARE PROVIDED TO YOU “AS IS,” “AS-AVAILABLE,” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CSI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CSI SOFTWARE, CSI MATERIALS, THIRD-PARTY MATERIALS, AND ANY OTHER SUBJECT MATTER OF THIS EULA, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, CSI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE CSI SOFTWARE OR CSI MATERIALS WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, CSI SOFTWARE, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CSI OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO THIS EULA, INCLUDING RELATED TO YOUR USE OF OR INABILITY TO USE THE CSI SOFTWARE OR CSI MATERIALS, FOR: (A) PERSONAL INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; OR (B) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE CSI SOFTWARE. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR CSI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. YOU HEREBY WAIVE ALL CLAIMS AGAINST CSI ARISING FROM YOUR USE OF THE CSI SOFTWARE. ONLY YOUR EMPLOYER HOLDING A CONTRACT WITH CSI MAY BRING CLAIMS RELATED TO YOUR USE OF THE CSI SOFTWARE AGAINST CSI.
- Indemnification. You agree to indemnify, defend, and hold harmless CSI, its Affiliates, and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to Your use or misuse of the CSI Software or CSI Materials or Your breach of this EULA, including but not limited to the information or content You submit or make available through the CSI Software.
- Export Regulation. The CSI Software may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the CSI Software to, or make the CSI Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the CSI Software available outside the United States of America.
- Severability. If any provision of this EULA is illegal or unenforceable under applicable law, the remainder of the provisions will be amended to achieve as closely as possible the effect of the original term and all other provisions of this EULA will continue in full force and effect.
- Governing Law. This EULA is governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this EULA or the CSI Software shall be instituted exclusively in the federal courts of the United States or the courts of the State of North Carolina in each case located in the City of Charlotte. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts. Notwithstanding the foregoing, CSI may seek injunctive or equitable relief for Your breach of this EULA in any court of competent jurisdiction. In the event that this EULA is translated into any language other than English, the parties expressly agree that the English language version shall control.
- Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS EULA OR THE CSI SOFTWARE MUST BE COMMENCED WITHIN NINETY (90) DAYS AFTER YOU DID DISCOVER OR SHOULD HAVE DISCOVERED THE EVENT GIVING RISE TO THE CLAIM. OTHERWISE, YOU WAIVE SUCH CAUSE OF ACTION OR CLAIM, AND SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. ANY CLAIM OR CAUSE OF ACTION YOU MAY HAVE ARISING OUT OF RELATING TO THIS EULA MAY ONLY BE BROUGHT BY THE ENTITY CONTRACTED WITH CSI. YOU MAY NOT BRING CLAIMS DIRECTLY AGAINST CSI.
- Entire Agreement. This EULA, the CSI License, the Terms of Sale, and any other agreements referenced herein constitute the entire agreement between You and CSI with respect to the CSI Software and CSI Materials, and this EULA supersedes all prior or contemporaneous understandings and agreements with You, whether written or oral, with respect to the CSI Software.
- Amendment & Waiver. CSI may modify or supplement this EULA (including any other documents or policies referenced herein) at any time in its sole discretion with or without notice to You. All changes are effective immediately when CSI posts them. Your continued use of the CSI Software after this EULA has been updated means that You accept and agree to the changes. Therefore, You are expected to review this EULA each time You access the CSI Software to determine the current terms to which You are bound. Your failure to comply with this EULA as it may be modified from time to time will constitute breach of contract and may violate CSI’s copyright, trademark, and other proprietary and intellectual property rights. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No waiver by CSI of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by an authorized representative of CSI.
- If You send or transmit any communications or materials to CSI by mail, in-software features, email, telephone, or otherwise, suggesting or recommending changes to the CSI Software or CSI Materials, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), CSI is free to use such Feedback without limitation and without payment to You. You hereby assign to CSI all right, title, and interest in and to, and CSI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although CSI is not required to use any Feedback.
- Injunctive Relief. You acknowledge and agree that a breach or threatened breach by You of this EULA would cause CSI irreparable harm for which monetary damages would not be an adequate remedy, and You agree that, in the event of such breach or threatened breach, CSI will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Force Majeure. Neither CSI nor its affiliates or licensors shall be liable for any delays in the performance of its obligations under this Agreement due to any act or cause beyond the reasonable control of CSI, including without limitation acts of God such as flood, tornado, earthquake; acts of government (i.e., civil injunctions or enacted statutes and regulations); telecommunications or internet failures; or acts or events caused by third parties such as hacking, riot, strike, power outage or explosion; or the inability due to any of the aforementioned causes to obtain necessary labor or materials.
Color Solutions International
9844a Southern Pine Blvd.
Charlotte, NC 28273 USA