By using this website and its content, you ("Company") accept and agree to the terms and conditions of this Trial Agreement (this “Agreement”). This Agreement governs the use of the License as defined below:
1. Test License Grant. LightBox hereby grants a limited, non-exclusive, non-assignable and non-transferable right and license ("License") to Company to use the data and application program interface (“API”) (collectively “Information”) provided by LightBox solely for the test purposes (the “Purpose”). Company shall be responsible for obtaining, installing and maintaining the equipment necessary to test the Information. The License rights granted hereunder are intended to be construed narrowly and all rights not expressly granted herein are reserved to LightBox.
2. DISCLAIMERS; LIMITATIONS ON LIABILITY. THE INFORMATION IS PROVIDED AND LICENSED "AS IS," “AS AVAILABLE” AND LIGHTBOX AND ITS SUBSIDIARIES, AFFILIATES AND THIRD PARTY SUPPLIERS DISCLAIM ALL WARRANTIES, OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARISING OUT OF OR RELATED TO THE INFORMATION, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING ACCURACY, QUALITY, CORRECTNESS, COMPLETENESS, COMPREHENSIVENESS, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION, OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) OF THE INFORMATION, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES. NEITHER LIGHTBOX NOR ANY OF ITS SUBSIDIARIES, AFFILIATES OR THIRD PARTY SUPPLIERS REPRESENTS OR WARRANTS THAT INFORMATION IS COMPLETE OR FREE FROM ERROR. LIGHTBOX, ITS SUBSIDIARIES, AFFILIATES AND ITS THIRD PARTY SUPPLIERS EXPRESSLY DISCLAIM AND DO NOT ASSUME ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE INFORMATION, REGARDLESS OF WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT OR OTHER CAUSE.
IN NO EVENT SHALL LIGHTBOX OR ITS SUBSIDIARIES, AFFILIATES OR THIRD PARTY SUPPLIERS BE LIABLE TO COMPANY FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA), ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE INFORMATION, EVEN IF LIGHTBOX OR ITS SUBSIDIARIES, AFFILIATES OR THIRD PARTY SUPPLIERS HAVE PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Term of Test License. The term of the License shall be for a period of thirty (30) days from the date the License is downloaded by Company ("Test Period"). LightBox reserves the right to terminate this Agreement prior to the end of the Test Period at its sole discretion. Upon expiration or termination of the License, Company will immediately delete or destroy all originals and copies of the Information and upon request, provide a certification to LightBox thereof.
4. Restrictions. Company may not make any commercial or production use of the Information whatsoever. Company may not copy or otherwise reproduce any part of the Information, except to the extent necessary for the Company to adequately make use the License in accordance with the rights granted in Paragraph 1 solely for the Purpose. Company will not permit any other Person to access or copy any portion of the Information for any purpose whatsoever. For purposes of this Agreement, “Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency, or political subdivision thereof, or any other entity. Company shall not remove any copyright or other proprietary notices from the Information. Company may not use the API to: i) introduce into products or services of LightBox or any of its Affiliates any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; or ii) sell, resell, license, sublicense, distribute, rent, or lease any portion of the API.
5. Security. Company will implement and maintain security measures with respect to the Information in Company's possession that effectively restrict access to the Information only to users within its organization with a need to know such Information for the Purpose, and protect the Information from unauthorized use, alteration, access, publication and distribution. In no event shall such security measures be less restrictive than those Company employs to safeguard its most confidential information. In the event of an actual or suspected breach of such security measures, Company shall notify LightBox within 24 hours.
6. Audit. LightBox reserves the right, on reasonable notice to Company, to enter Company’s premises to audit Company's compliance with the terms of this Agreement and Company agrees to fully cooperate with LightBox in such regard.
7. Copyrights and Other Proprietary Rights. The Information is proprietary to LightBox, its subsidiaries, affiliates or third party suppliers and may include copyrighted works, trade secrets, or other materials created by LightBox, its subsidiaries, affiliates or third party suppliers at great effort and expense. Company will not contest the validity or LightBox’s (or its subsidiaries’, affiliates’ or third party suppliers’) ownership of, or impair the value of the Information in any way.
8. Assignment. To the extent that the Information is owned by or licensed to, any affiliate of LightBox, LightBox will cause such affiliate to provide such Information to Company in accordance with and subject to the terms and conditions of this Agreement. Notwithstanding the foregoing, LightBox shall be solely responsible the Information, and Company’s sole recourse with respect to the Information shall be against LightBox, subject to, and in accordance with the terms, provisions and limitations set forth herein.
Company may not assign any of its rights or obligations under this Agreement. All attempted assignments of rights or obligations are void. LightBox may assign this Agreement or assign or delegate any of its rights, duties or obligations hereunder to any affiliate of LightBox without notice to Company. In addition, LightBox may assign this Agreement to any third party in the event of merger, reorganization, sale of all or substantially all of LightBox’s assets, change of control or operation of law. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their successors and permitted assigns.
9. Governing Law. The Agreement and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflict of laws. The parties agree that the federal and state courts located in Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to this Agreement.
11. Miscellaneous. Headings used in this Agreement are for convenience only and shall not be considered in construing or interpreting this Agreement. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from this Agreement to the extent necessary to comply with law. The relationship between Company and LightBox is solely contractual and not in the nature of an employer/employee, partnership, joint venture, or general agency. Neither party may speak nor act on behalf of the other, nor legally commit the other. This Agreement constitutes the sole and entire agreement between Company and LightBox regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the subject matter herein. This Agreement may not be altered, amended or modified except by a written amendment signed by LightBox and Company. No waiver of any condition, term or provision of this Agreement shall be deemed to be a waiver of any preceding or succeeding breach of such condition, term or provision or of any condition, term or provision hereof.