LTZ, LLC Software License Agreement
NOTICE TO USER: PLEASE READ THIS AGREEMENT CAREFULLY. BY COPYING, INSTALLING OR USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE PROVISIONS ON: TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTIONS 6 AND 7; LIABILITY IN SECTION 8; CONNECTIVITY AND PRIVACY IN SECTION 14; AND SPECIFIC PROVISIONS AND EXCEPTIONS IN SECTION 16. YOU AGREE THAT THIS AGREEMENT IS LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED: FOR EXAMPLE, IF APPLICABLE, YOUR EMPLOYER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.
LTZ AND ITS SUPPLIERS OWN ALL INTELLECTUAL PROPERTY IN THE SOFTWARE. THE SOFTWARE IS LICENSED, NOT SOLD. LTZ PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE SOFTWARE ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. USE OF SOME LTZ AND SOME THIRD PARTY MATERIALS AND SERVICES INCLUDED IN OR ACCESSED THROUGH THE SOFTWARE MAY BE SUBJECT TO OTHER TERMS AND CONDITIONS TYPICALLY FOUND IN A SEPARATE LICENSE AGREEMENT.
THE SOFTWARE MAY CAUSE YOUR DEVICE TO AUTOMATICALLY CONNECT TO THE INTERNET. SEE SECTIONS 14 AND 16 FOR ADDITIONAL INFORMATION.
USER ACKNOWLEDGES THAT THIS AGREEMENT IS CONCLUDED BETWEEN LTZ,LLC AND THE USER ONLY, AND NOT WITH APPLE, AND LTZ,LLC, NOT APPLE, IS SOLELY RESPONSIBLE FOR THE LICENSED APPLICATION AND THE CONTENT THEREOF. THIS AGREEMENT DOES NOT PROVIDE FOR USAGE RULES FOR LICENSED APPLICATIONS THAT ARE LESS RESTRICTIVE THAN THE USAGE RULES SET FORTH FOR LICENSED APPLICATIONS IN, OR OTHERWISE BE IN CONFLICT WITH, THE APP STORE TERMS OF SERVICE AS OF THE EFFECTIVE DATE UPON ACCEPTING THIS AGREEMENT.
THE LICENSE GRANTED TO THE USER FOR THE LICENSED APPLICATION IS LIMITED TO A NON-TRANSFERABLE LICENSE TO USE THE LICENSED APPLICATION ON AN IPHONE OS PRODUCT THAT THE USER OWNS OR CONTROLS AND AS PERMITTED BY THE USAGE RULES SET FORTH IN THE APP STORE TERMS OF SERVICE.
“LTZ” means LTZ, LLC, a Virginia corporation, 502 Progress St. NE, #3, Blacksburg, VA 24060.
“Device” means a virtual or physical computer device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.
“Permitted Number” means one (1) unless otherwise indicated under a valid license (e.g., volume license) granted by LTZ.
“Software” means (a) all of the information with which this agreement is provided, including but not limited to LTZ or third party software files and other computer information.
2. Software License.
If you obtained the Software and any required serial number(s) from LTZ or one of its authorized licensees and as long as you comply with the terms of this agreement, LTZ grants you a non-exclusive license to install and use the Software in a manner consistent with its design and documentation and as further set forth below.
2.1 General Use. You may install and use one copy of the Software on up to the Permitted Number of your compatible Devices.
2.2 Backup Copy. You may make a reasonable number of backup copies of the Software, provided your backup copies are not installed or used for other than archival purposes.
3. Intellectual Property Ownership.
The Software and any authorized copies that you make are the intellectual property of and are owned by LTZ and its developers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of LTZ and its developers. The Software is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by LTZ and its suppliers.
LTZ, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any intellectual property infringement claims.
4. Restrictions and Requirements.
4.1 Notices. Any permitted copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 Use Obligations. You agree that you will not use the Software other than as permitted by this agreement and that you will not use the Software in a manner inconsistent with its design or documentation.
4.3 No Reverse Engineering. You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law to decompile only in order to achieve interoperability with the Software.
4.4 No Transfer. YOU WILL NOT RENT, LEASE, SELL, SUBLICENSE, ASSIGN OR TRANSFER YOUR RIGHTS IN THE SOFTWARE, OR AUTHORIZE ANY PORTION OF THE SOFTWARE TO BE COPIED ONTO ANOTHER INDIVIDUAL OR LEGAL ENTITY’S DEVICE EXCEPT AS MAY BE EXPRESSLY PERMITTED HEREIN.
If the Software is an upgrade or update to a previous version of LTZ software, you must possess a valid license to such previous version in order to use such upgrade or update. Upgrades and updates may be licensed to you by LTZ with additional or different terms.
6. LIMITED WARRANTY.
LTZ warrants to the individual or entity that first purchases a license for the Software for use pursuant to the terms of this agreement that the Software will perform substantially in accordance with the documentation for the ninety (90) day period following receipt of the Software when used on the recommended operating system and Device configuration. Non-substantial variation of performance from the documentation does not establish a warranty right. All warranty claims must be made, along with proof of purchase, to LTZ within such ninety (90) day period. If the Software does not perform substantially in accordance with the documentation, the entire liability of LTZ and its affiliates and your exclusive remedy will be limited to either, at LTZ’s option, replacement of the Software or refund of the license fee you paid for the Software. THE LIMITED WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE ADDITIONAL RIGHTS UNDER LAW WHICH VARY FROM JURISDICTION TO JURISDICTION. LTZ DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW.
In the event of any failure of the Licensed Application to conform to the warranty herein, the user may notify Apple, and Apple will refund the purchase price for the Licensed Application to that user; and that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty herein.
THE FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY OFFERED BY LTZ AND ITS AFFILIATES AND IT STATES THE SOLE AND EXCLUSIVE REMEDIES FOR LTZ’S, ITS AFFILIATES’ OR SUPPLIERS’ BREACH OF THAT OFFERED WARRANTY. THE FOREGOING OFFERED WARRANTY AND ANY STATUTORY WARRANTY AND REMEDY THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW ARE THE ONLY WARRANTIES APPLICABLE TO THE SOFTWARE. OTHER THAN THOSE OFFERED AND STATUTORY WARRANTIES AND REMEDIES, LTZ, ITS AFFILIATES, SUPPLIERS AND CERTIFICATE AUTHORITIES (DEFINED BELOW) DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO PERFORMANCE, SECURITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABILITY, QUIET ENJOYMENT, SATISFACTORY QUALITY AND FITNESS FOR
ANY PARTICULAR PURPOSE. OTHER THAN SUCH OFFERED AND STATUTORY WARRANTIES AND REMEDIES, LTZ AND ITS SUPPLIERS PROVIDE THE SOFTWARE AND ACCESS TO ANY WEBSITES, LTZ OR THIRD PARTY ONLINE SERVICES AND CERTIFICATE AUTHORITY SERVICES AS-IS AND WITH ALL FAULTS. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE ADDITIONAL WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. LTZ DOES NOT SEEK TO LIMIT YOUR WARRANTY RIGHTS TO ANY EXTENT NOT PERMITTED BY LAW. The provisions of Sections 7 and Section 8 will survive the termination of this agreement, howsoever caused, but this will not imply or create any continued right to use the Software after termination of this agreement.
8. LIMITATION OF LIABILITY.
EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY LTZ ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, LTZ, ITS AFFILIATES, SUPPLIERS, OR CERTIFICATE AUTHORITIES WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF AN LTZ REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. IN ANY EVENT, LTZ’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, SUPPLIERS, AND CERTIFICATE AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. Nothing contained in this agreement limits LTZ’s liability to you in the event of death or personal injury resulting from LTZ’s negligence or for the tort of deceit (fraud). LTZ is acting on behalf of its affiliates, suppliers, and Certificate Authorities for the purpose of disclaiming, excluding and limiting obligations, warranties and liability, but in no other respects and for no other purpose. For further information, contact the LTZ.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME STATES. YOU MAY HAVE RIGHTS THAT CANNOT BE WAIVED UNDER CONSUMER PROTECTION AND OTHER LAWS. LTZ DOES NOT SEEK TO LIMIT YOUR WARRANTY OR REMEDIES TO ANY EXTENT NOT PERMITTED BY LAW. SEE SECTION 16 FOR JURISDICTION-SPECIFIC STATEMENTS.
LTZ, not Apple, is responsible for addressing any claims of the end-user or any third party relating to the Licensed Application or the user’s possession and/or use of that Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
9. Export Rules.
You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the “Export Laws”). In addition, if the Software is identified as an export controlled item under the Export Laws, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation (including without limitation Iran, Syria, Sudan, Cuba and North Korea) and that you are not otherwise prohibited under the Export Laws from receiving the Software. All rights to use the Software are granted on condition that such rights are forfeited if you fail to comply with the terms of this agreement.
10. Governing Law.
If you are a consumer who uses the Software for only personal non-business purposes, then this agreement will be governed by the laws of the state in which you purchased the license to use the Software. If you are not such a consumer, this agreement will be governed by and construed in accordance with the substantive
laws in force in the Commonwealth of Virginia. The respective courts of Montgomery County, Virginia when Virginia law applies. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
11. General Provisions.
If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms This agreement may only be modified in writing, signed by an authorized officer of LTZ. This is the entire agreement between LTZ and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
12. Notice to U.S. Government End Users.
For U.S. Government End Users, LTZ agrees to comply with all applicable equal opportunity laws including, if appropriate, the provisions of Executive Order 11246, as amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of 1973, as amended, and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the preceding sentence will be incorporated by reference in this agreement.
13. Compliance with Licenses.
If you are a business, company, or organization, you agree that, no more than once every 12 months, LTZ or its authorized representative shall, upon 10 days’ prior notice to you, have the right to inspect your records, systems, and facilities to verify that your use of any and all LTZ software is in conformity with your valid licenses from LTZ. If a verification discloses that your use is not in conformity with a valid license, you shall immediately obtain valid licenses to bring your use into conformity.
14. Internet Connectivity and Privacy.
14.1 Automatic Connections to the Internet. The Software may cause your Device to automatically connect to the Internet and to communicate with an LTZ website for purposes that may include providing you with additional information, features and functionality. Unless otherwise specified in Sections 14.2 through 14.6, the following provisions apply to all automatic Internet connections by the Software:
14.1.1 When the Software automatically connects to the Internet, an Internet protocol address (“IP Address”) that is associated with your current Internet connection is sent to an LTZ website;
14.1.2 When the Software automatically connects to the Internet, no personally identifiable information is sent except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions; and
15. Peer to Peer Communications.
The Software may use your connection to a local area network to automatically connect to other LTZ software and, in doing so, may indicate on the local area network that it is available for communication with other LTZ software. These connections may transmit the IP Address of your connection to the local network but no personally identifiable information is ever transmitted or received through such network connections (except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions). Please consult the documentation for information about changing default settings.
16. Specific Provisions and Exceptions.
This section sets forth specific provisions related to certain products and components of the Software as well as limited exceptions to the above terms and conditions. To the extent that any provision in this section is in conflict with any other term or condition in this agreement, this section will supersede such other term or condition.
16.1 No Prejudice, European Union Provisions.
16.1.1 This agreement will not prejudice the statutory rights of any party, including those dealing as consumers. For example, for consumers in New Zealand who obtain the Software for personal, domestic or household use (not business purposes), this agreement is subject to the Consumer Guarantees Act.
16.1.2 If you obtained the Software in the European Union (EU), you usually reside in the EU and you are a consumer (that is you use the Software for personal, non-business related purposes), then Section 6 does not apply to your purchase and use of the Software. Instead, LTZ warrants for a period of 2 years from purchase that the Software provides the functionalities set forth in the documentation (the “agreed upon functionalities”) when used on the recommended hardware configuration. Non-substantial variation from the agreed upon functionalities will not establish any warranty rights. THIS WARRANTY DOES NOT APPLY TO SOFTWARE THAT YOU REQUEST TO USE ON A PRE-RELEASE, TRYOUT, STARTER, PRODUCT SAMPLER BASIS, OR TO FONT SOFTWARE CONVERTED INTO OTHER FORMATS OR TO THE EXTENT THE SOFTWARE FAILS TO PERFORM BECAUSE IT HAS BEEN ALTERED BY YOU. To make a warranty claim, you must notify the LTZ support during this 2 year period, providing details of proof of purchase of the Software. LTZ will verify with you whether there is a defect in the Software or advise you that the error arises because you have not installed the Software correctly (in which case, LTZ shall assist you). If there is a defect in the Software, you may request from LTZ either a refund or a repaired/replacement copy of the Software. Requests must be accompanied by proof of purchase. In the event your warranty details are substantiated, LTZ will meet your request for repaired/replacement Software, unless it is not reasonable for LTZ to do so, in which case LTZ will provide you with a refund. For warranty assistance, please contact the LTZ support.
Please note that the provisions of Section 8 (Limitation of Liability) will continue to apply to any damages claims you make in respect of your use of the Software. Nonetheless, LTZ shall be liable for direct losses that are reasonably foreseeable in the event of a breach by LTZ of this agreement. You are advised to take all reasonable measures to avoid and reduce damages, in particular by making back-up copies of the Software and your computer data.
This agreement, and in particular, this Section 16.1.2, is intended to describe your rights (including your statutory rights) in the event there should be problems with your use of the Software. If your statutory rights should be greater than this description, your statutory rights shall apply.
16.2 Online Services.
16.2.2 Provided by Third Parties. The Software may facilitate your access to websites maintained by third parties offering goods, information, software and services (“Third Party Online Service(s)”). Examples of such Third Party Online Services might include, but are not limited to: the Kodak Easy Share Gallery service and content in the Adobe Media Player Catalog. Your access to and use of any Third Party Online Services is governed by the terms, conditions, disclaimers and notices found on such site or otherwise associated with such Third Party Online Services. Adobe may at any time, for any reason, modify or discontinue the availability of any Third Party Online Services. Adobe does not control, endorse or accept responsibility for Third Party Online Services. Any dealings between you and any third party in connection with a Third Party Online Service, including such party’s privacy policies and use of your personal information, delivery of and payment for goods and services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. Third Party Online Services might not be available in all languages or to residents of all countries and Adobe may, at any time and for any reason, modify or discontinue the availability of any Third Party Online Service.
16.2.3 EXCEPT AS EXPRESSLY AGREED BY LTZ OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE AGREEMENT, YOUR USE OF LTZ AND THIRD PARTY ONLINE SERVICES IS AT YOUR OWN RISK UNDER THE WARRANTY AND LIABILITY LIMITATIONS OF SECTIONS 7 AND 8.
16.3 Third Party Beneficiary
16.3.1 LTZ and the user acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this agreement, and that, upon the user’s acceptance of the terms and conditions of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this agreement against the user as a third party beneficiary thereof.
If you have any questions regarding this agreement or if you wish to request any information from LTZ please use the address and contact information included in this document to contact the LTZ offices.
502 Progress St. NE
Blacksburg, VA 24060
support at ltzllc dot com