That’s Rights! +EasyRoyalties version 4


Jeux de Couleur Limited Software and Services

General Terms of Use

Last updated June 4, 2018. Replaces all prior versions.

 

These General Terms of Use (“General Terms”), together with any applicable Additional Terms in the Appendix at the end of this agreement (collectively “Terms”) govern your use of our applications, sample files and other proprietary content, source code, scripts, and related instructions and documentation (collectively “Software”) and the use of our websites, software support, and other services (collectively “Services”).

If you have entered into another agreement with Jeux de Couleur Limited concerning specific Software or Services, then the terms of that agreement govern any conflict with the Terms for the specifically designated Software or Services.

  1. Your Agreement with Jeux de Couleur Limited.

Our Software and Services are licensed, not sold, to you (“Customer”), and may also be subject to one or more sets of additional terms (“Additional Terms”) appended when applicable at the end of the General Terms. If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to the designated Software product or Services. The Additional Terms are subject to change.

  1. Privacy.

We will access and view content files uploaded to the Software or generated by the Customer’s use of the Software and Services (“Content”) only when permitted by law, and in limited ways. For example, in order to perform the Services, we may need to access your “Content” to (a) respond to support requests; (b) detect, prevent, or otherwise address fraud, security, unlawful, or technical issues; (c) enforce the Terms.

For information about how we may collect, use, or otherwise process information about you, please see our Privacy Policy at http://www.jeuxdecouleur.com/jeux-de-couleur-limited-privacy-policy/.

  1. Use of Software and Services.

3.1 Subject to your compliance with the Terms and the law, you are granted a licence (“Licence”) to access and use the Software and Services.

3.2 The Licence granted to you by us may also include the right to use or access or benefit from third party Software and Services. Jeux de Couleur and our licensors of third party Software and Services reserve all rights not granted to Customer under the Terms.

3.3 Files provided by Jeux de Couleur, such as data or images for use in training, demonstrations, and other trial purposes (“Sample Files”) can be used only for the purposes for which they were provided.

3.4 When the Services provide storage, we recommend that you regularly back up your Content elsewhere.

3.5 On certain Services, we may have established reasonable technical limits on storage space, file size, processing capacity, and other. We may suspend the Services until you are within the limits associated with a Service or with your Account.

3.6 At the end of your licence term, we will use reasonable efforts to allow you to transition your Content out of the Services for 30 days from the date of the termination or expiration of your licence term. At the end of this 30-day transition period, we reserve the right to delete your Content files.

3.7 We may designate Software and Services as “trial,” “evaluation,” or other similar designations (“Evaluation Version”). You may install, access and use any Evaluation Version only during the evaluation period and for evaluation purposes. It is not permitted to use any files and materials you may generate with the Evaluation Version (for example, royalty statements) for anything other than testing and non-commercial purposes.

  1. Your Content.

4.1 You retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.

4.2 Some Software and Service may provide features that allow you to Share your Content with other users. “Share” means sending by email or post, or transmit, upload, or otherwise make available (to us or other users) through your use of the Software and Services. You are responsible for the Content that you Share, for determining the limitations that are placed on your Content and for applying the appropriate level of access to your Content.

  1. Account Information.

In order to use with our Software and Services you may be assigned an account with Jeux de Couleur (“Account”). You are responsible for all activity that occurs via your Account. Please notify our customer support immediately of any unauthorised use of your Account. You may not (a) Share your Account information (except with an authorised account administrator); or (b) use another person’s account. Your account administrator may use your Account information to manage your use and access to the Services and Software.

  1. User practices and conduct.

You must not misuse the Software and Services. For example, you must not:

(a) enable or allow others to use the Services or Software using your Account information;

(b) access or attempt to access the Software or Services by any means other than the authorised interface that we provide;

(c) circumvent any access or restrictions that we established to prevent certain uses of the Software or Services;

(d) copy, modify, host, stream, sublicense, or resell the Services or Software;

(e) share Content, or engage in behaviour that violates anyone’s intellectual property rights (for example: copyright, moral rights, trademark, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);

(f) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, vulgar, profane, hateful, or invasive of another’s privacy;

(g) impersonate any person or entity, or falsely state or misrepresent your affiliation with a person or entity;

(h) attempt to disable, impair, or destroy the Software or Services;

(i) upload, transmit, store, or make available any code or content that contains viruses, malicious code, malware, or any components designed to harm or limit the functionality of the Software or Services;

(j) use any data mining or similar data gathering and extraction methods in connection with the Services;

(k) place an advertisement of any products or services in the Services;

(l) engage in phishing, spamming, or other unsolicited messages; or

(m) violate applicable law

  1. Fees and Payment.

7.1 You must pay any applicable taxes and third-party fees in relation to the use of the Software or Services (including, for example, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for fees in relation to the Customer’s use of the Software and Services.

7.2 You are responsible for notifying us of any changes in your payment method information when applicable, to avoid interruption of your access to our Software or Services

  1. Your Warranty and Indemnification Obligations.

By uploading your Content to the Services or Software, you agree that you have all necessary licences and permissions to upload, process use and Share your Content with other users. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of or related to your Content, your use of the Services or Software, or your violation of the Terms.

  1. Disclaimers of Warranties.

9.1 Unless stated in the Additional Terms, the Software and Services are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Software and Services will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results obtained from the use of the Software and Services will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or (d) any errors or defects in the Software and Services will be corrected.

9.2 We specifically disclaim all liability for any actions resulting from your use of any Software and Services. You may use and access the Software and Services at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to any Software and Services.

  1. Limitation of Liability.

10.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for any loss of use, data, goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages), including losses and damages (a) resulting from loss of use, data, or profits, whether or not foreseeable; (b) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action; or (c) arising from any other claim arising out of or in connection with your use of or access to the Software and Services.

10.2 The limitations and exclusions in this section 10 apply to the maximum extent permitted by law.

  1. Termination.

11.1 You may stop using the Software and Services at any time. Termination of your Account does not relieve you of any obligation to pay any outstanding fees.

11.2 If we terminate the Terms, or your use of the Service(s) for reasons other than for cause, we will make reasonable efforts to notify you by email at least 30 days prior to termination and will provide you with instructions on how to retrieve your Content Files. We may, at any time, terminate your right to use and access the Services or Software if:

(a) you breach any provisions of the Terms (or act in a manner that demonstrate that you do not intend to, or are unable to, comply with the Terms);

(b) you fail to make the timely payment of fees for the Software and Services;

(c) you materially breach any provision of the Terms, and you fail to correct the breach within 30 days of the notice;

(d) you have repeatedly made complaints in bad faith or without a reasonable basis, and continue to do so after we have asked you to stop (in such circumstances, we may alternatively suspend or restrict your access to the Software or Services);

(e) you verbally or physically abuse, harass, threaten or bully our personnel;

(f) we elect to discontinue the Software and Services, in whole or in part (for example, if it becomes impractical for us to continue offering Software of Services associated with discontinued third-party platforms or components);

(g) we are required to do so by law

11.3 Upon the expiration or termination of the Terms, the Software and Services may cease to operate without prior notice. Any perpetual licences you may have will continue in effect as per any Additional Terms associated with designated Software and Services. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and the dispute resolution provisions stated in the Terms will survive.

  1. Investigations and Disclosure.

12.1 We may use available technologies, vendors, or processes to screen for any illegal content (for example, child pornography) or other abusive content or behaviour.

12.2 We may access or disclose information about you or your use of the Services or Software: (a) when it is required by law; (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, our personnel or the public.

  1. Governing Law.

This Agreement and any appendices shall be governed by and interpreted in accordance with English law and we and you each submit irrevocably to the exclusive jurisdiction of the English Courts.

  1. Dispute Resolution.

You may only resolve disputes with us on an individual basis, and you may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. If you have any concern or dispute, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, any resulting legal actions must be taken to the courts of England and Wales.

In the event of your or others’ unauthorized access to or use of the Services or Software in violation of the Terms, you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

  1. Audit Rights.

We may upon seven 7 days’ prior notice to you, and no more than once every 12 months, appoint our personnel or an independent third-party auditor who is obliged to maintain confidentiality to inspect (including manual inspection, electronic methods, or both) your records, systems, and facilities to verify that your installation and use of any and all Software and Services is in conformity with its valid licenses from us. Additionally, you agree to cooperate with Jeux de Couleur’s audit and provide reasonable assistance and access to information requested by us within 30 days of our request in order for us to verify that the installation and use of any and all Software and Services is in conformity with your valid licences. If the verification discloses a shortfall in licenses for the Software or Services, you will immediately acquire any necessary licences, subscriptions, and applicable back maintenance and support. You agree to pay within 30 days of written notification any fees applicable to your use of the programs in excess of your license rights. If you do not pay, Jeux de Couleur can end your technical support, licences and/or this agreement. You agree that Jeux de Couleur shall not be responsible for any of your costs incurred in cooperating with the audit. If the underpaid fees exceed 5% of the value of the payable licence fees, then you will also pay for our reasonable cost of conducting the verification.

  1. Updates and Availability.

16.1. We may modify these General Terms, any Additional Terms, to reflect changes to the law or changes to our Software or Services. Customer should consult the Terms regularly. We will notify account holders of modifications to the General Terms and any Additional Terms by email and post notifications where appropriate. By continuing to use or access the Software and Services after the revisions are in effect, you agree to be bound by the revised Terms.

16.2. We may modify, update, or discontinue the Software and Services (including any portions or features) at any time, without liability to you or anyone else. We will make reasonable efforts to notify you of the modification, update or discontinuation. If we discontinue the Software and Services in its entirety, we will also allow you a reasonable time to download your Content Files and we may provide you when applicable with a pro rata refund for any unused subscription fees for that Software and Services that you prepaid.

  1. No Modifications, Reverse Engineering.

You may not (a) modify, port, adapt or translate any portion of the Services or Software; or (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or any portion of any Service or Software. If the laws of your jurisdiction give you the right to decompile the Software to obtain information necessary to render the licensed portions of the Services or Software interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose reasonable conditions, including a reasonable fee, on your decompilation of the Services or Software to ensure that our and our suppliers’ proprietary rights in the Services and Software are protected.

  1. Other provisions.

18.1 Language. The English version of the Terms will be the version used when interpreting or construing the Terms.

18.2 Notices

Notice to Jeux de Couleur Limited: You may send notices to us at the following email address: notifications@jeuxdecouleur.com

Notice to You: we may notify you by email, postal mail, postings within the Services, or other legally accepted means.

18.3 Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.

18.5 Headings. Headings used in these General Terms or Additional Terms are provided for convenience only and will not be used to construe meaning or intent.

18.6 Severability. If any provision of these General Terms or any Additional Terms is held invalid or unenforceable for any reason, the General Terms and any Additional Terms will continue in full force and effect.

18.7 No Waiver. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision.

APPENDIX 01

Additional terms in relation to Version 4 of That’s Rights!, That’s Rights! Agents and EasyRoylaties when these products are installed on your computer (“Software Products”)

By copying, installing, or using any of the Software Products designated above, Customer accepts the General Terms of Use (“General Terms”), together with any applicable Additional Terms in this Appendix (collectively “Terms”) IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MAY NOT USE THE SOFTWARE.

Customer may have another written agreement with Jeux de Couleur Limited that supplements or supersedes portions of this agreement.

  1. i) The Software is LICENSED, NOT SOLD, only in accordance with the Terms of this agreement for use on a computer (“Computer”) with the recommended hardware configuration and operating system (“Customer’s Compatible Computer”). Use of other Software and Services offered by Jeux de Couleur Limited or other providers included in or accessed through the Software may be subject to additional terms and conditions.
  2. ii) Each copy of the Software requires activation and registration that may cause Customer’s Computer to AUTOMATICALLY CONNECT TO THE INTERNET. Our privacy policy is available at http://jeuxdecouleur.com/jeux-de-couleur-limited-privacy-policy/.

iii) Subject to Customer’s payment of the applicable licence fees and continuous compliance with the terms of this Agreement, Jeux de Couleur grants Customer a non-exclusive and limited Licence (“Licence”) to install and use the Software during the term of such licence (“Licence Term”) on the permitted number of Customer’s Compatible Computers (“Permitted Number”), in a manner consistent with the terms of this Agreement and any applicable documentation. Unless otherwise defined in the Terms of this agreement, or stated in writing at the time of purchase, Licence Term shall be perpetual. Upon any expiration or termination of the Licence Term, some or all of the Software may cease to operate without prior notice. Upon expiration or termination of the Licence Term, Customer may not use the Software Products unless Customer renews the Licence. Permitted Number of Computers is ‘ONE’, unless otherwise indicated in a volume Licence granted by Jeux de Couleur at the time of purchase.

  1. iv) For Software on a subscription-basis (“Subscription Edition”), Customer may install and use the Subscription Edition only on the Permitted Number of Compatible Computers during the Licence Term. Customer agrees that Jeux de Couleur may change the type of Software (such as specific components, versions, platforms, etc.) included in the Subscription Edition at any time and shall not be liable to Customer whatsoever for such change. Ongoing access to a Subscription Edition requires: (a) a recurring Internet connection to activate, renew, and validate the license, (b) Jeux de Couleur’s receipt of recurring subscription payments, and (c) Customer’s agreement to subscription terms and other additional terms and conditions at the time of purchase. If Jeux de Couleur does not receive the recurring subscription payment or cannot validate the licence periodically, then the Software may become inactive without additional notice until Jeux de Couleur receives the payment or validates the licence.
  2. v) Installation on a Server. Customer may install the Software in individual user accounts on a terminal server within Customer’s Internal Network (“Server”). The User who has access to such Software on the Server is referred to as “Server Software User”. Each copy of the Software installed on the Server must be registered separately. The total number of Server Software Users may not exceed the Permitted Number. By way of example, if Customer has purchased 5 Licences of Software (Permitted Number is 5) and Customer elects to install the Software on a Server, then Customer can install no more than 5 copies of the Software in no more than 5 user accounts on the Server (even though Customer may have more than 5 user accounts on their Server). Customer may install copies of the Software both on a Server as described above as well as on individual computers, so long as the total number of installed copies of the Software does not exceed the Permitted Number.
  3. vi) Customer may make a reasonable number of copies of the Documentation for its own internal use in connection with use of the Software in accordance with this agreement

vii) Customer will not use the Software to create files on behalf of third party entities and will not offer the Software on a service bureau basis. Unless specified in a separate volume licence, ACCESS TO AND USE OF THE SOFTWARE and OF ANY FILES CREATED BY THE SOFTWARE AS A PART OF A SERVICE TO THIRD PARTIES IS NOT PERMITTED.

viii) If the Software is an Update to a prior version of Jeux de Couleur software (the “Prior Version”), then Customer’s use of this Update is conditional upon its retention of the Prior Version. If Customer wishes to use this Update in addition to the Prior Version, then Customer may only do so on the same Computer on which it has installed and is using the Prior Version. Any obligations that Jeux de Couleur may have to support Prior Versions during the License Term may end upon the availability of this Update. No other use of the Update is permitted. Additional Updates may be licensed to Customer by Jeux de Couleur with additional or different terms.

  1. ix) The Software may cause Customer’s Computer, without notice, to automatically connect to the Internet and to communicate with a server of Jeux de Couleur for purposes such as licence validation and providing Customer with additional information, features, or functionality. The following provisions apply to all automatic Internet connections by the Software:

(a) Whenever the Software connects to Jeux de Couleur over the Internet, whether automatically or due to explicit user request, certain Customer information is collected and transmitted by the Software to Jeux de Couleur pursuant to the Jeux de Couleur Privacy Policy (http://jeuxdecouleur.com/jeux-de-couleur-limited-privacy-policy/).

(b) If Customer accesses a Jeux de Couleur online service to activate or register the Software, then additional information such as Customer’s Jeux de Couleur ID, user name, and password may be transmitted to and stored by Jeux de Couleur pursuant to the Privacy Policy and to additional terms of use related to such Jeux de Couleur online service.

(c) The Software may cause Customer’s Computer, without additional notice, to automatically connect to the Internet (intermittently or on a regular basis) to (a) check for Updates that are available for download to and installation on the Computer and (b) notify Jeux de Couleur of the results of installation attempts.

(d) The Software may require Customer to (a) obtain a Jeux de Couleur ID, (b) activate or reactivate the Software, (c) register the software. Such requirement may cause Customer’s Computer to connect to the Internet without notice on install, on launch, and on a regular basis thereafter. Once connected, the Software will collect and transmit information to Jeux de Couleur. Software or Customer may also receive information from Jeux de Couleur related to Customer’s licence, subscription. Jeux de Couleur may use such information to detect or prevent fraudulent or unauthorised use not in accordance with a valid licence or subscription. Failure to activate or register the Software, validate the subscription, or a determination by Jeux de Couleur of fraudulent or unauthorised use of the Software may result in reduced functionality, inoperability of the Software, or a termination of the Licence or suspension of the subscription.

(e) Customer may deactivate and uninstall the Software from Customer’s Computer in order to install and activate the Software on another Compatible Computer in accordance with this agreement (“Deactivation”). Deactivation requires Internet connectivity.

(f) The Software may cause Customer’s Computer, without additional notice and on an intermittent or regular basis, to automatically connect to the Internet to facilitate Customer’s access to content and services that are provided by Jeux de Couleur or third parties. In addition, the Software may, without additional notice, automatically connect to the Internet to update downloadable materials from these online services so as to provide immediate availability of these services when Customer is offline.

(g) The Software uses digital certificates to help Customer identify downloaded files (e.g., applications and content) and the publishers of those files. Customer’s Computer may connect to the Internet at the time of validation of a digital certificate.

(h) The names of this Software Products and all related titles and logos (including That’s Rights! Rights Sellers, That’s Rights! Rights Buyers, That’s4starts!) are trademarks of Jeux de Couleur Limited. All other trademarks are the property of their respective owners.

 

Jeux de Couleur Limited is incorporated in England and Wales

38 Tamworth Road, Surrey, Croydon, CR0 1XU, United Kingdom

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