End User Licensing Agreement
End user licensing Agreement
The Gift Association (
PLEASE READ THIS CAREFULLY BEFORE USING THE WEBSITE OR THE SERVICES
1 Property of SGA
The intellectual property rights (including trade marks and copyrights), confidential information and any other proprietary information and rights in the Website, Services and any databases found therein (collectively the "IP Rights"), where applicable, are and remain the property of the SGA. You are licensed on a non-exclusive basis to use the IP Rights and to access the Website and Services in the manner detailed below only if You accept all the terms and conditions set out in this EULA.
2 Licence acceptance procedure
By clicking on the "YES" options available on the two (2) sets of acceptance buttons (the "Acceptance Buttons") which follow this EULA (marked "DO YOU ACCEPT THESE TERMS AND CONDITIONS?" and "are you sure that you wish to accept these terms and conditions?" respectively), You indicate acceptance of this EULA and the limited warranty and limitation of liability set out in this EULA.
3 LICENCE REJECTION PROCEDURE
In view of clause 2 above, You should therefore read this EULA before clicking on the Acceptance Buttons. If You do not accept these terms and conditions, You should click on the "NO" options of the Acceptance Buttons, delete and cease from using any materials copied from the Website and the Services.
4 Licence agreement and limited warranty
4.1 The Website and the IP Rights are proprietary to the SGA. The SGA retains ownership of the Website and the IP Rights and all subsequent copies and reproductions of the Website and/or the IP Rights, regardless of the forms in which the copies may exist (collectively, the "Materials"). This licence does not constitute an assignment of the Materials.
4.2 SGA grants to You a limited, non-exclusive licence to:
4.2.1 Use and copy the Materials for use on any computer system owned, leased and/or controlled by You or any member or any employee of Your corporate group, including for the purpose of accessing the Services;
4.2.2 Make copies of the Materials for back-up, archival or other security purposes, including for the purpose of accessing the Services;
may not use, copy, modify or transfer copies of the Materials in whole or in
part, including any printouts of all or part of the Materials except as
provided for in this licence. If You transfer possession of any copy of the
Materials to another party except as provided above or use the Materials in any
manner prohibited by
4.4 The Materials are licensed only to You. You may not rent, lease, sub-licence, sell, assign, pledge, transfer or otherwise dispose of copies of the Materials, on a temporary or permanent basis, without the prior written consent of SGA.
You undertake to:
5.1 Ensure that, prior to the use of the Materials by You, all such parties are notified of this licence and the terms of this EULA.
5.2 Reproduce and include our copyright notices (or such other party's copyright notices as specified from time to time) on all and any copies of the Materials, including any partial copies of the same.
6.1 You may, from time to time and where applicable, upload contents to the Website by making use of the Services (the "Contents") or cause the Website to be hyperlinked or referenced to in Your website.
6.2 You represent and warrant that:
6.2.1 the Contents are Your original work, and contains no copyrighted material of any kind that You are not the exclusive owner of, including but not limited to: music and/or synchronization rights, images (moving or still) of any kind, writings of any kind, and model clearances/releases;
6.2.2 You have the full right and power to enter into and perform this EULA, and have secured all third party consents necessary to enter into this EULA;
6.2.3 the Contents does not and will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy, or moral rights;
6.2.4 the Contents do not and will not violate any law, statute, ordinance or regulation;
6.2.5 the Contents are not and will not be defamatory, libelous, pornographic, obscene or evocative of racial hatred of any kind;
6.2.6 the Contents do not and will not contain any viruses or other programming routines that detrimentally interfere with computer systems or data;
6.2.7 the Contents does not contain any material that, as a condition of use, requires additional license restrictions such as requiring the publication of source code or Contents that limits commercial exploitation of any incorporated Content; and
6.2.8 all factual assertions that You have made and will make to us are true and complete. You agree to execute and deliver documents to us, upon our reasonable request, that evidence or effectuate our rights under this EULA.
6.3 You agree to indemnify and hold SGA and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, licensee, suppliers, alliance members, other partners, employees and representatives ("SGA Parties") harmless from any claim or demand, including reasonable legal fees, made by any third party due to, or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your use of the Materials and the Services, Your violation of the Terms, or Your violation of any rights of another.
7 Exclusion of liability
To the fullest extent permitted by law, the sga parties shall not liable for any direct, indirect, punitive, special, incidental, consequential, or exemplary damages (including, without limitation, loss of business, revenue, profits, goodwill, use, data, electronically transmitted orders, or other economic advantage) arising out of or in connection with Materials and the Services, even if the sga parties have previously been advised of, or reasonably could have foreseen, the possibility of such damages, however they arise, whether in breach of contract or in tort (including negligence), including without limitation damages due to: (a) the use of or the inability to use the Materials and the Services; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained, or messages received or transactions entered into, through or from the Materials and the Services; (c) statements or conduct of any third party on the Website, including without limitation unauthorized access to or alteration of transmissions or data, malicious or criminal behavior, or false or fraudulent transactions; or (d) contents or information you may download, use, modify or distribute. To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitation or exclusion may not apply.
8.1 SGA reserves the right to terminate this EULA at any time and without notice if any Content submitted violates the representations and warranties of the EULA. This EULA may be terminated at any time by either party upon written notice via email or regular mail. Nothing in this EULA shall be construed to mean that You may not submit or delete Content from the material submitted by You as part of general maintenance of Your account.
8.2 SGA reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or Your use of or access to them, with or without notice. SGA may also delete, or bar access to or use of, all related information and files. SGA will not be liable to You or any third-party for any modification, suspension, or termination of the Services, or loss of related information. SGA may amend these Terms at any time without notice, as all terms and conditions will be posted on the Website and should be consulted by You prior to use.
9 Confidential Information
As part of Your use of the Materials, You may have access to certain reports, records, and other business information available to members of the SGA. Such information is confidential and should be treated accordingly. You should not disclose such confidential information and should use reasonable physical and electronic security measures to safeguard such confidential information.
Your use of the Materials and the Services are at your sole risk unless otherwise explicitly stated. The Materials and the Services, including the information, services and contents (as defined above), are provided on an "as is", "as available" and "with all faults" basis. SGA disclaims all expressed or implied conditions, representations, and warranties of any kind, including any implied warranty or condition of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement. Sga makes no representations, warranties, conditions or guarantees as to the usefulness quality, suitability, truth, accuracy or completeness of the Materials and the Services. Sga makes no warranty or representation that: (a) the Materials and the Services will be uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Materials and the Services will be accurate or reliable; (c) the quality of any products, services, content, information, or other material purchased or obtained from the Materials and the Services will meet your expectations or requirements; or (d) any errors in the Materials and the Services will be corrected. Sga makes no warranties either express or implied in conjunction with any contents published at sga. Sga will not be liable to a member or any other third party claiming through it for indirect, incidental, special or consequential damages arising out of, or relating to the use of either the Materials and the Services or any contents published at sga, whether framed as a breach of warranty, in tort, contract, failure of essential purpose, or otherwise. Sga does not guarantee the accuracy or completeness of specifications associated with the content, including but not limited to, measurements, weight, durability, strength, materials, general physical properties, general chemical properties, regulatory compliance, or other engineering or construction attributes. You assume all risk for any damage to your computer system or loss of data that results from use of the Materials and the Services or by obtaining any contents from the website, including any damages resulting from computer viruses.