END-USER LICENSE AGREEMENT
IMORPH'S PRODUCT IS COPYRIGHTED AND LICENSED (NOT SOLD). IMORPH DOES NOT SELL OR TRANSFER TITLE TO THE LICENSED PRODUCT TO YOU. YOUR LICENSE OF THE LICENSED PRODUCT WILL NOT COMMENCE UNTIL YOU HAVE CLICKED THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. BY PRESSING THE "ACCEPT" BUTTON AT THE END OF THIS LICENSE, YOU ARE ACCEPTING AND AGREEING TO THIS AGREEMENT'S TERMS.
1.1. "You" means the individual end-user executing this Agreement.
1.2. "Minder" means an Internet address for a specific page of a website.
2.1. Grant of License. During the term of this Agreement, you are granted a non-exclusive right to use and execute the Product on a single computer for your personal purposes only, in machine-readable form. The term of your license is from the date you click the "Accept" button, and shall continue until terminated by either you or iMorph upon written notice.
2.2. Limitations on Use. You may not use, copy, modify, or distribute the Product (electronically or otherwise), or make any copy, adaptation, transcription, or merge any portion thereof, except as expressly authorized by iMorph in a separate written agreement signed by iMorph. You may not reverse assemble, reverse compile, or otherwise translate the Product. Your license may not be transferred, leased, assigned, or sub-licensed without iMorph's prior written consent. This Agreement does not convey to you an interest in or to the Product, but only a limited right of use, which is revocable, in accordance with the terms of this Agreement.
3.1. No Monitoring. You acknowledge that iMorph does not monitor the content of information of Minders. You further agree that iMorph is merely providing a conduit for you, and that iMorph accepts no liability for the content of transmissions, websites or Minders.
3.2. Content Restrictions. You agree you shall not establish Minders for websites that include, but are not limited to, content that: 1) is offensive; 2) is illegal; 3) promotes physical harm or injury against any group or individual; 4) contains pornographic material of any kind; 5) exploits images of children under 18 years of age; 6) contains defamatory statements; or 7) infringes copyright, patent or trade secret rights belonging to others.
3.3. Removal of Minders. iMorph reserves the right to remove any Minders from its servers that violate this Section 3. (Content).
3.4. Your Liability. You shall be legally liable for all content and Minders that violate this Section 3. (Content).
4.1. No Warranty. iMorph shall have no liability for the Product, including any liability for negligence; iMorph makes and you receive no warranties, express, implied, or statutory, or in any other provision of this agreement or any other communication; and iMorph specifically disclaims any warranty of merchantability or fitness for a particular purpose.
4.2. Limitation of Liability; Exclusion of Consequential Damages. The cumulative liability of iMorph to you for any and all claims relating to the Product and any services rendered under this Agreement, in contract, tort, or otherwise, shall not exceed the lesser of license fees paid by you in connection with this license, and actual damages incurred by you. In no event shall iMorph be liable to you for any consequential, indirect, special, or incidental damages, even if iMorph has been advised of the possibility of such potential loss or damage. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
iMorph shall have sole right, title, and interest in and to the Product and all documentation relating to the Product (including its development or its operation, testing or use, and all reports and copies created), and all intellectual property rights associated the Product (including, without limitation, rights to copyrights, patents, trade secrets, and know-how). This Agreement does not provide you with title or ownership of the Product, but only a right of limited use under this license.
6.1. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with the laws of the State of California as they apply to a contract made and performed in such state. Venue for any dispute under this Agreement shall be Santa Clara County, California.
6.2. Costs of Litigation. If any action is brought by either party to this Agreement, the prevailing party shall be entitled to recover, in addition to any other relief granted, reasonable attorneys" fees and expenses of litigation.
6.3. Severability. Should any term of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.
6.4. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.