IMPORTANT: THIS LICENSE AGREEMENT IS THE LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND BRIGHTSIGN, LLC. (“BRIGHTSIGN”) GOVERNING YOUR USE OF THE BRIGHTSIGN BRIGHTAUTHOR SOFTWARE (“SOFTWARE”) THAT OPERATES WITH THE BRIGHTSIGN BRIGHTSIGN® PRODUCT (“DEVICE’). IF YOU DOWNLOAD AND INSTALL THE SOFTWARE, YOU ARE INDICATING THAT YOU HAVE READ AND UNDERSTOOD, AND AGREE TO BE BOUND BY, THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD THE SOFTWARE AND YOU ARE NOT GRANTED ANY RIGHTS WHATSOEVER IN THE SOFTWARE AND YOU HAVE NO RIGHT TO USE IT.
You and BrightSign agree as follows:
1. License to Software. BrightSign hereby grants you a non‑exclusive, nontransferable, non-sublicensable royalty free license to use and display the Software solely for use with a Device purchased by you. This is a license and not a sale.
2. Restrictions. You may not (a) use the Software or the Device to display content that is illegal or violates third party rights, (b) copy, distribute, sublicense, lease, rent or otherwise transfer the Software to any third party, (c) modify, adapt, alter, translate, or create derivative works of the Software, (d) decompile, disassemble, reverse engineer or otherwise derive source code, or attempt to derive source code, from the Software except to the extent BrightSign may, in certain jurisdictions, be required by law to permit reverse engineering and provided that the provisions of such law may not be waived or conditioned on prior request for information regarding interoperability; or (e) have any of the foregoing done for you by a third party. The Software and all intellectual property rights therein are the exclusive property of BrightSign or its suppliers. BrightSign reserves the right to update the Software from time to time in its sole discretion, including adding, changing or removing functionalities and features, or changing the user interface. All rights in and to the Software not expressly granted to you in this Agreement are reserved by BrightSign.
3. NO WARRANTY. YOU ACKNOWLEDGE THAT THE SOFTWARE IS PROVIDED BY BRIGHTSIGN "AS-IS" AND WITHOUT WARRANTY OF ANY KIND AND THAT YOU HAVE RECEIVED NO EXPRESS WARRANTIES FROM BRIGHTSIGN. BRIGHTSIGN DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME FULL RESPONSIBILITY FOR THE SELECTION, POSSESSION, PERFORMANCE AND PROPER INSTALLATION AND USE OF THE SOFTWARE AND FOR VERIFYING THE RESULTS OBTAINED THEREFROM. BRIGHTSIGN DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE.
4. Warranty Disclaimer. BRIGHTSIGN makes no warranties, express or implied, arising from course of dealing or usage of trade, or statutory, as to the SOFTWARE, or any matter whatsoever. In particular, any and all warranties of merchantability, fitness for a particular purpose, SATISFACTORY QUALITY, and noninfringement of third party rights are expressly excluded.
5. LIMITATION OF LIABILITY. IN NO EVENT WILL BRIGHTSIGN BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS OR SERVICES, OR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING UNDER OR RELATING TO THIS AGREEMENT OR FOR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE REMEDY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, OR OF ANY CLAIM BY ANY THIRD PARTY. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL ASPECT OF THIS AGREEMENT AND OF BRIGHTSIGN’S PROVISION OF THE SOFTWARE TO YOU WITHOUT CHARGE, AND THAT IN THE ABSENCE OF SUCH LIMITATION OF LIABILITY THE ECONOMIC TERMS FOR THE SOFTWARE WOULD BE SUBSTANTIALLY DIFFERENT.
6. Personal Data. You acknowledge and agree that the Software and the Device are not intended to be used to collect, store, process, transmit or make available any personally identifiable information, personal data, financial, medical or other protected information (collectively, “Personal Data”). You will not, and will not permit any third party to, utilize the Software or the Device to collect, store, process, transmit or make available any Personal Data. You will indemnify and hold harmless Company, its suppliers, officers, directors, employees, agents, successors, subsidiaries, sublicenses and assigns from and against any and all claims, damages, losses, costs and liabilities (including reasonable attorneys’ fees and court costs) arising out of or related to any collection, storage, processing, transmission or making available of Personal Data utilizing the Software or Device.
7. MISCELLANEOUS. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements entered into and to be performed entirely within California between California residents. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the Software. This Agreement supersedes, and the terms of this Agreement govern, any prior agreements, between the parties with respect to the Software. Your right to use the Software will immediately terminate upon any breach by you of this agreement.