Upper Bounds Interactive Inc. End User Licence Agreement (EULA)


IMPORTANT-Read carefully: Upper Bounds Interactive Inc. is the creator and developer of the Tactile 3D software product. This Upper Bounds Interactive Inc. End-User Licence Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) and Upper Bounds Interactive Inc. for the software and may include associated media, printed materials and any "online" or electronic documentation ("SOFTWARE"). This EULA ("Agreement") is valid and grants the end-user licence rights only if the software is genuine Upper Bounds Interactive Inc. software. By installing, copying or otherwise using the software, you agree to be bound by the terms of this EULA. If you do not agree to be bound by the terms of this EULA, do not install or use the software.


1. GRANT OF LICENCE.  Upper Bounds Interactive Inc. ("Upper Bounds") hereby grants you a non-exclusive licence to use the software Tactile 3D, accompanying  documentation, and any upgrades supplied by Upper Bounds (collectively, the "SOFTWARE") according to the conditions specified below.  All rights not expressly granted herein are reserved by Upper Bounds, its suppliers, licensors, or successors. For evaluation, the licence is granted, and is time-limited. For continued use you must pay an authorization fee. Upon payment of the authorization fee an authorization key (the "KEY") will be made available to you. The KEY is intended for you alone.

YOU MAY:
(i) Install the SOFTWARE on two (2) computers or workstations for each KEY you have purchased.
(ii) Make one (1) copy of the SOFTWARE in machine readable form, solely for back-up purposes, provided that you reproduce all proprietary notices on the copies; 
(iii) Physically transfer the SOFTWARE from one (1) computer to another, provided that the SOFTWARE is not used on more than two (2) computers for each key you have purchased;

YOU MAY NOT:
(i) Permit other individuals to use the SOFTWARE except under the terms listed above;  
(ii) Install the SOFTWARE on more computers than two (2) times the number of KEYs you have purchased.
(iii) Modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy (except to create the back-up copy) the SOFTWARE or any part thereof;
(iv) Rent, lend, lease, transfer, licence, sell, distribute, or grant any rights to the SOFTWARE in any form to any person without the written consent of Upper Bounds;
(v) Remove any proprietary notices, labels, or marks from the SOFTWARE.
(vi) Intentionally or through negligence allow the SOFTWARE or any authorization KEYs to be made publically available, either electronically or otherwise.
(vii) Commercially exploit the SOFTWARE.
(viii) Make copies of the SOFTWARE or any part thereof, except under the terms listed above.

2. UPGRADE PRODUCTS.  Any upgrades to the SOFTWARE may only be used in conjunction with the prior version of the SOFTWARE.  If you pay an authorization fee to Upper Bounds for use of the SOFTWARE after the evaluation period, and if with that fee an upgrade path, such as reduced pricing, to the next revision or revisions of the SOFTWARE is indicated, then you agree that Upper Bounds is obligated to make the upgrade path available to you only if such upgrade is developed.  Upper Bounds is under no obligation to continue development of the SOFTWARE.  Upper Bounds is under no obligation to complete any particular software feature of the SOFTWARE by any particular release version or date.

3. TOOLS.  From time to time Upper Bounds may release software tools that process resources and information not supplied by Upper Bounds.  The purpose of these tools is to generate data (the OUTPUT) for use by the SOFTWARE. Software tools include, but are not limited to, theme creation and manipulation tools, skybox creation tools, sound effect and music processing tools, touch and force feedback tools, script processors and compilers, and software development kits. These software tools may process textures, images, models, animations, scripts, sound effects, music, feedback effects, and other resources not necessarily supplied or owned by Upper Bounds (the INPUT) and may generate OUTPUT such as, but not limited to, skyboxes, themes, sound effects, musical environments, force and tactile feedback sensations, and behaviours for use by the SOFTWARE.

The use of any software tool supplied by Upper Bounds is subject to the following restrictions and conditions:
(i) The tool is considered SOFTWARE. All other sections of the EULA apply to the tool and the user must agree to and be bound by this EULA.
(ii) The INPUT must be legally obtained and created in all jursidictions in which the tool or the OUTPUT may be used.
(iii) The tool user must have the legal right to process the INPUT with the tool.  In general this requires that the user is either the copyright holder of the INPUT, or has the permission of the copyright holder, possibly via a grant of licence, to process and manipulate the INPUT using the tool.
(iv) Upper Bounds disclaims all responsibility for use of the tool and the OUTPUT.
(v) No fee may be charged for the OUTPUT or for the distribution of the OUTPUT.
(vi) Tool OUTPUT may only be used in conjunction with software provided by Upper Bounds.

4. OWNERSHIP. Upper Bounds retains all right, title and interest to this SOFTWARE, including, but not limited
to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer
codes, text, "applets", audiovisual effects, themes, dialog, settings, artwork, images, photographs, models, animations, video, audio, sound effects, musical works, any copies of the SOFTWARE, accompanying printed materials, and moral rights. The Software is protected by Canadian copyright law and applicable copyright laws and treaties throughout the world. The Software may not be copied, reproduced or distributed in any manner or medium, in whole or in part; without prior written consent from Upper Bounds. You may not copy any printed materials that may accompany the SOFTWARE without prior written consent from Upper Bounds. Any person copying, reproducing or distributing all or any portion of the SOFTWARE in any manner or medium (except for the sole purpose of creating one (1) backup copy) will be willfully violating the copyright laws and may be subject to civil and criminal penalties. Be advised that copyright violations are subject to penalties of up to $100,000 per violation. The SOFTWARE contains certain licenced materials and Upper Bounds' licencors may protect their rights in the event of any violation of this EULA.

5. LIMITED WARRANTY AND DISCLAIMER.  Upper Bounds warrants that for a period of ninety (90) days from the date of authorization of the SOFTWARE to you, the SOFTWARE, under normal use, will behave substantially in a similar way to how it performed before it was authorized. Upper Bounds' entire liability and your exclusive remedy under this warranty (which is subject to you destroying the SOFTWARE) will be, at Upper Bounds' option, to replace the SOFTWARE or to refund the cost of authorization and terminate this Agreement. Except for these express limited warranties, Upper Bounds makes, and you receive, no warranties or conditions, express, implied, statutory, or otherwise, and Upper Bounds specifically disclaims any implied warranties of merchantability, non-infringement and fitness for a particular purpose. Upper Bounds 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 the responsibility for the selection of your requirements, software, and hardware to achieve your intended results; for installation; for use; and that the operations of the SOFTWARE will be uninterrupted or error free.

IN NO EVENT WILL Upper Bounds BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM POSSESION, USE, OR MALFUNCTION OF THE SOFTWARE, INCLUDING DAMAGES TO PROPERTY, LOSS OF GOODWILL, WORK STOPPAGE, DIGITAL INFORMATION CORRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, AND, TO THE EXTENT PERMITTED BY LAW, DAMAGES FOR PERSONAL INJURIES, EVEN IF Upper Bounds HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Upper Bounds' LIABILITY SHALL NOT EXCEED THE ACTUAL PRICE PAID FOR USE OF THE SOFTWARE.

Some jurisdictions do not allow the exclusion of implied warranties so that the above exclusions may not apply to you. This warranty gives you specific legal rights. You may also have other rights which vary from jurisdiction to jurisdiction.

6. LIMITATION OF LIABILITY.  Upper Bounds' liability arising out of this Agreement shall not exceed the amounts paid by you to obtain the SOFTWARE. In no event will Upper Bounds be liable for any loss of data, lost opportunity of profits, cost of cover, or special, incidental, consequential, or indirect damages arising from the use of the SOFTWARE in this Agreement, however caused and on any theory of liability. These limitations will apply even if Upper Bounds or an authorized dealer has been advised of the possibility of such damage, and notwithstanding any failure of essential purpose of any limited remedy. You acknowledge that the amount paid for the SOFTWARE reflects this allocation of risk. Upper Bounds makes no warranty that (i) the SOFTWARE will meet your requirements, (ii) the use of the SOFTWARE will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the SOFTAWRE will be accurate or reliable, (iv) the quality of the SOFTAWRE will meet your expectations, (v) any errors in the SOFTWARE will be corrected, and/or (vi) you may use, practice, execute, or access the SOFTWARE without violating the intellectual property rights of others. Some jurisdictions 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.

7. PROPRIETARY RIGHTS.  This licence is not a sale. Title and copyrights to the SOFTWARE and accompanying documentation, including any copy made by you, remain with Upper Bounds or its suppliers, licensors, or successors.

8. TERMINATION.  This Agreement is effective until terminated. You may terminate this Agreement at any time by removing from your system and permanently destroying all copies of the SOFTWARE and any accompanying documentation. Unauthorized copying of the SOFTWARE or any accompanying documentation or otherwise failing to comply with the terms and conditions of this Agreement will result in automatic termination of this Agreement and will make available to Upper Bounds other legal remedies. Upon termination of this Agreement, the licence granted herein will terminate and you must immediately destroy the SOFTWARE and accompanying documentation, and all back-up copies thereof.

9. EQUITABLE REMEDIES.  You hereby agree that if the terms of this Agreement are not specifically enforced, Upper Bounds shall be entitled, without bond, other security, proof of damages, to appropriate equitable remedies with respect to any part of this Agreement, in addition to any other available remedies.

10. INDEMNITY.  You agree to indemnify, defend, and hold Upper Bounds, its partners, licencors, affiliates, contractors, officers, directors, shareholders, employees, and agents harmless from all damages, losses and expenses arising directly or indirectly from your acts and omissions to act in using the SOFTWARE pursuant to the terms of the Agreement. Furthermore you agree that this indemnity applies against all third party claims, including any claim brought on by any domestic or foreign government or government agency.

11. MISCELLANEOUS.  This is the entire Agreement between the parties relating to the subject matter hereof and no waiver or modification of the Agreement shall be valid unless signed by each party. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is governed by the laws of the Province of British Columbia, Canada, without reference to conflict of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the provincial and national courts located in the Province of British Columbia, Canada, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Should you have any question about this Agreement, or if you desire to contract Upper Bounds Interactive Inc., please email: info@tactile3d.com