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Copyright
: In order for Pandigital to facilitate the delivery of photos and images to your Photo Mail
®
Digital Photo Frame, Pandigital needs the rights to make use of
all content transmitted to the Photo Mail
®
Digital Photo Frame, in accordance with and subject to these Terms. Accordingly, as a condition to your usage, you
hereby grant Pandigital a perpetual, universal, non-exclusive, royalty-free right to copy, display, modify, transmit, make derivative works of, and distribute content
transmitted to your Photo Mail
®
Digital Photo Frame, solely for providing or improving the service. The Photo Mail
®
Digital Photo Frame and related services are
protected by U.S. and international copyright laws and by other applicable laws. You may not process or accept any content owned by someone else without the
written consent of the owner of such content. You are solely responsible for any copyright violations that you may incur as a result of your activities on the Photo
Mail
®
Digital Photo Frame. If you believe that your work or the work of another has been copied in a way that constitutes copyright infringement,
Indemnity
: YOU WILL INDEMNIFY, DEFEND AND HOLD HARMLESS PANDIGITAL, INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES,
LICENSORS, SUPPLIERS, INFORMATION PROVIDERS, AND AGENTS (COLLECTIVELY "PANDIGITAL AFFILIATES") FROM AND AGAINST ALL LOSSES,
CLAIMS, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY VIOLATION OF
THESE TERMS OR ANY ACTIVITY RELATED TO THE Photo Mail
®
Digital Photo Frame OR RELATED SERVICES (INCLUDING NEGLIGENT OR WRONGFUL
CONDUCT) BY YOU OR BY ANY OTHER PERSON ACCESSING THE Photo Mail
®
Digital Photo Frame AS YOUR INVITEE.
Limited Warranty
: IN NO EVENT WILL PANDIGITAL OR PANDIGITAL AFFILIATES BE LIABLE FOR ANY CLAIM OF ANY NATURE, WHETHER DIRECT OR
INDIRECT, ARISING FROM OR RELATED TO (I) CONTENT MADE AVAILABLE ON THE Photo Mail
®
Digital Photo Frame OR THROUGH THE SERVICE,
INCLUDING ERRORS OR OMISSIONS IN SUCH CONTENT, OR (II) LOSS OR DAMAGE INCURRED AS A RESULT OF CONTENT. ANY PRODUCT OR
SERVICE MADE AVAILABLE THROUGH THE PANDIGITAL Photo Mail
®
Digital Photo Frame IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.
YOUR USE OF THE Photo Mail
®
Digital Photo Frame AND RELATED SERVICES ARE AT YOUR OWN RISK. EXCEPT FOR THE ABOVE EXPRESS LIMITED
WARRANTY, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PANDIGITAL AND PANDIGITAL AFFILIATES EXPRESSLY DISCLAIM ALL
WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY
QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PANDIGITAL MAKES NO WARRANTY THAT (i) THE SERVICE WILL BE
PROVIDED IN A MANNER THAT IS UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, (ii) THE Photo Mail
®
Digital Photo Frame OR RELATED
SERVICES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (iii) THE Photo Mail
®
Digital Photo Frame OR RELATED
SERVICES WILL MEET YOUR REQUIREMENTS. PANDIGITAL MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO SOFTWARE, GOODS, OR
SERVICES THAT ARE PURCHASED, ACCESSED, OR OBTAINED THROUGH THE Photo Mail
®
Digital Photo Frame. ANY MATERIAL DOWNLOADED OR
OTHERWISE OBTAINED THROUGH THE USE OF THE Photo Mail
®
Digital Photo Frame AND RELATED SERVICES IS AT YOUR OWN DISCRETION AND
RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE
DOWNLOAD OF ANY SUCH MATERIAL. TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE REMEDIES SET FORTH IN THESE TERMS ARE YOUR
SOLE AND EXCLUSIVE REMEDIES.
Limitation of Liability
: TO THE FULLEST EXTENT PERMITTED UNDER LAW, PANDIGITAL WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER
ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DIRECT, INCIDENTAL,
INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LIABILITIES (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT) ARISING WITH
RESPECT TO YOUR USE OF THE Photo Mail
®
Digital Photo Frame OR RELATED SERVICES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OR INABILITY TO USE THE Photo Mail
®
Digital Photo Frame OR
RELATED SERVICES, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF
YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE Photo Mail
®
Digital Photo Frame OR
RELATED SERVICES, OR (v) ANY OTHER MATTER RELATING TO THE Photo Mail
®
Digital Photo Frame OR REALTED SERVICES. SOME STATES DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT
APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
Termination
: Pandigital may, in its sole discretion, terminate your use of the Photo Mail
®
Digital Photo Frame and related services, at any time, without notice, for
any reason, including: (i) conduct that violates these Terms and Conditions or other policies or guidelines set forth by Pandigital elsewhere or (ii) conduct Pandigital
believes is harmful to others, the business of Pandigital, or Pandigital Affiliates. Pandigital will not be liable to you or any third-party for any termination of your
access to the Service.
Choice of Law
: The state and federal courts of California are the exclusive forum and venue to resolve any and all disputes arising out of or otherwise relating to
these Terms and Conditions. You consent to personal jurisdiction and venue by the state and federal courts of the State of California.
Modification of Terms
: Pandigital may amend these Terms and Conditions at any time, for any reason, and without notice, including the right to terminate the
Photo Mail
®
Digital Photo Frame or any part of the related services. Any amendments or modifications made by Pandigital will be prospective only.
Entire Agreement
: These Terms and Conditions constitute the entire agreement between you and Pandigital governing your use of the Photo Mail
®
Digital Photo
Frame and related services. In the case of inconsistencies between these Terms and Conditions any information included in off-line materials, these Terms and
Conditions will always control. You may also be subject to additional terms and conditions that may apply when you use Pandigital Affiliate services, third-party
Content, or third-party software. The failure of Pandigital to exercise or enforce any of these Terms and Conditions will not constitute a waiver of such Terms and
Conditions. If any Terms and Conditions are found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor
to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms and Conditions remain in full force and effect.
Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the CDP or related services or these Terms and Conditions
will be filed within one year after such claim or cause of action arose, or be forever barred.
E n d U s e r L i c e n s e A g r e e m e n t
This End User License Agreement (“EULA”) is a legal agreement between you and PANDIGITAL Incorporated (“PANDIGITAL”) for use of the software
accompanying the “Device” (as defined below), which includes “PC Software” (as defined below), device software and electronic documentation (“Software”). BY
USING THE SOFTWARE YOU ARE AGREEING TO BE BOUND BY ALL OF THE TERMS SET FORTH BELOW. IF YOU DO NOT AGREE TO THE TERMS OF
THIS AGREEMENT, DO NOT INSTALL OR USE THE SOFTWARE; YOU MAY RETURN IT TO YOUR PLACE OF PURCHASE FOR A FULL REFUND, IF
APPLICABLE.
1.
License Grant
. PANDIGITAL hereby grants to you a non-exclusive, non-transferable limited copyright license to use, access, display, and run the Software on
or in connection with the PANDIGITAL device (“Device”), display run, access, use the personal computer software included with the Software (“PC Software”)
on one personal computer and use such PC Software in connection with your use of the Device. All rights not expressly granted are reserved by PANDIGITAL.
This license is with respect to copyright rights only and specifically excludes any and all patent rights. The terms of this EULA will govern any upgrades provided
by PANDIGITAL that replace and/or supplement the original Software, unless such upgrade is accompanied by a separate license in which case the terms of
that license will govern. The license rights granted under this EULA are limited to the first thirty (30) days after you first use the Software unless you supply
information necessary to activate your subscription to the PANDIGITAL mobile television service (“PANDIGITAL Service”). You may subscribe to the
PANDIGITAL Service through the Internet or telephone; toll charges may apply.
2.
Restrictions
. You agree not to exceed the scope of the foregoing license, copy, create derivative works, reproduce, modify or distribute the Software. Subject
to applicable law, you agree not to decompile, reverse engineer, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying
the Software. You agree not to (i) remove any copyright or other proprietary notice from the Software, (ii) sublicense or transfer the Software to a third party; (iii)
extract or replace any part of the Software; or (iv) sell, rent, lease, lend, provide commercial hosting services or otherwise transfer the software for value. This
EULA does not allow you to use the Software on any device or personal computer that you do not own or control, and you may not distribute or make the
Software available over a network where it could be used by multiple devices at the same time.
