Camera Bits, Inc.

Photo Mechanic Enterprise

Master License Agreement



Camera Bits End User Terms

1. Scope. These End User Terms (“User Terms”) apply to your use of all Software (defined below) that Camera Bits, Inc. (“Camera Bits” or “we”) operates. By accessing any of the software provided by Camera Bits, including all updates and upgrades (“Software”), you signify that you have read, understand and agree to be bound by these User Terms. Camera Bits provides various resources, including download areas, tutorials, and product information through the website at www.CameraBits.com (the “Site”). All use of the Site is governed by the Terms of Use available at http://www.camerabits.com/terms-of-use. Within the Site, you may elect to participate in the communication forum (“Forum”) for support, user discussions, and product announcements. To the limited extent that Camera Bits accesses or processes personal information you provide through the Software (“Personal Data”), our Privacy Policy available at http://www.camerabits.com/privacy-policy governs our use of your Personal Data.

2. Changes to these User Terms. We have the right to change the User Terms at any time. If we change the User Terms, we’ll let you know by posting the modified User Terms on our Site and within the Software. By clicking the “accept” button and continuing to use the Software, you indicate you accept the updates to the User Terms. If you do not agree to these User Terms, please do not access or use the Software.

3. Authorized Users. You may only access and use the Software if you are an authorized employee or contractor of a current Camera Bits customer (“Customer”). Customer employees and contractors are referred to in these Users Terms as “Authorized Users.” You are responsible for all activity occurring under your instance of the Software password. You agree to immediately notify Camera Bits of any unauthorized use of your instance of the Software or any other breach of security.

4. Intellectual Property.
(a) Ownership of Software and Documentation. You acknowledge that, as between you and Camera Bits, Camera Bits owns all right, title, and interest, including all intellectual property rights, in and to the Software, excluding Customer Content (defined below).
(b) Ownership of Customer Content. Camera Bits acknowledges and agrees that, as between you/Customer and Camera Bits, you or the Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Content. “Customer Content” means photos, images, and other content that you upload or import in connection with the Software, including source data, location data, and other keywords, metadata, and information associated with such photos, images, and other content.

5. Limited License. So long as you comply with these User Terms, you may access and use the Software, as well as applicable technical documentation solely in connection with your status as an Authorized User, and solely to fulfill your obligations to a Camera Bits Customer.

6. Illicit Content. You agree to not use the Software to promote, facilitate or permit child pornography or other illegal activities, including without limitation, activities that might be libelous or defamatory, invasive of privacy or publicity rights, abusive, or otherwise malicious or harmful to any person or entity, or that discriminate based on race, gender, religion, nationality, disability, sexual orientation or age.

7. Restrictions on Use. You shall not (i) sell, resell, distribute, host, lease, rent, license, or sublicense, the Software or any portion thereof; (ii) reverse engineer or otherwise attempt to discover the source code of or trade secrets embodied in the Software or any portion thereof (except and only to the extent that you may be permitted under applicable law to decompile only in order to achieve interoperability with the Software); (iii) write or develop any derivative works based upon the Software; (iv) modify, adapt, tamper with, or otherwise make any changes to the Software; (v) frame or mirror any materials Camera Bits provides or posts in connection with the Software; or (vi) remove or alter any of Camera Bits’ copyright notices or trademarks. CERTAIN PHOTO MECHANIC FEATURES ARE NOT INTENDED OR SUITABLE FOR USE, AND YOU MAY NOT USE PHOTO MECHANIC, IN SITUATIONS OR ENVIRONMENTS WHERE THE FAILURE OF, ERRORS OR INACCURACIES IN, OR INTERCEPTION OF, THE USER DATA COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, LIFE SUPPORT, OR WEAPONS SYSTEMS.

8. Confidentiality.
(a) Definition. For purposes of these User Terms, “Confidential Information” means any confidential, proprietary, and trade secret information of Camera Bits or any Customer contained within the Software, the terms and pricing of the Software, information about Customer projects (“Project Information”), and such other information identified as confidential at the time of disclosure or that a reasonable person would consider confidential due to its nature and circumstances of disclosure.
(b) Protection; Nondisclosure. You shall preserve the confidentiality of Confidential Information and treat such Confidential Information with at least the same degree of care that you use to protect your own Confidential Information, but not less than a reasonable standard of care. You will use the Confidential Information only to exercise rights and perform obligations in connection with your status as an Authorized User. You shall not disclose any Confidential Information, including Project Information, to any third party except with the prior, written consent of Camera Bits or the applicable Customer.
(c) Exceptions. The receiving party shall not be liable to the disclosing party for the release of Confidential Information if such information: (i) was known to you on or before the date you received such Confidential Information through the Software; (ii) is released into the public domain through no fault of your own; (iii) that you developed independently without access to Confidential Information; or (iv) is divulged pursuant to any legal proceeding or otherwise required by law, provided that, to the extent legally permissible, you will notify the disclosing party promptly of such required disclosure and reasonably assists the disclosing party in efforts to limit such required disclosure. You agree to promptly notify Camera Bits of any unauthorized access to or disclosure of Confidential Information. You agree that any breach of this Section will cause irreparable harm to the disclosing party, and such disclosing party shall be entitled to seek equitable relief in addition to all other remedies provided by these User Terms or available at law.

9. Warranty Disclaimer. CAMERA BITS DOES NOT CONTROL OR VERIFY OR CUSTOMER CONTENT, AND THEREFORE WE DISCLAIM ALL WARRANTIES AND LIABILITY RELATED TO OR CUSTOMER CONTENT. THE SOFTWARE MAY INCLUDE INACCURACIES OR ERRORS. THE SOFTWARE IS PROVIDED TO YOU “AS IS,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, AND CAMERA BITS DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WITH RESPECT TO THE SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT. CAMERA BITS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE WITHOUT DELAY, ERROR FREE, OR UNINTERRUPTED, THAT ANY BUGS OR DEFECTS IN THE SOFTWARE WILL BE CORRECTED, OR THAT THE SOFTWARE WILL BE COMPATIBLE WITH YOUR HARDWARE OR WITH THIRD-PARTY SYSTEMS, SOFTWARE, OR SERVICES.

10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CAMERA BITS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF USE, DATA, OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) THE USE, INABILITY TO USE, DELAY, OR PERFORMANCE OF THE SOFTWARE; (B) THE MATERIALS; OR (C) ANY OTHER MATTER RELATING TO THE SOFTWARE, WHETHER BASED ON CONTACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY OF LIABILITY, EVEN IF CAMERA BITS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SOFTWARE, OR WITH ANY OF THESE USER TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SOFTWARE.

11. Limitations to Sections 9 and 10. Applicable law may not allow the exclusion of certain warranties or the exclusion of liability for incidental or consequential damages. Accordingly, some of the above exclusions in Sections 9 and 10 may not apply to you. However, in no event shall Camera Bits’ total liability to you for damages, losses, and causes of action (whether in contract, tort, negligence, strict liability, or other theory of liability) exceed $500.

12. Indemnification. You agree to defend, indemnify, and hold harmless Camera Bits and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, causes of action, or demands, including without limitation reasonable attorneys’ fees and costs, arising out of or relating to your breach of these User Terms, your User Content, your violation of any Law or right of any third party through your use of the Software, or your use or misuse of the Software.

13. Termination/Access Restriction. In the event that Camera Bits suspects that you have violated any of these User Terms, Camera Bits may, in its sole discretion, immediately terminate your access to the Software without liability.

14. Discontinued Use/Survival. You may discontinue your participation in and access to the Software at any time. These User Terms will continue to apply to all past use of the Software by you, even if you are no longer using it, whether voluntarily or because Camera Bits terminated your access.

15. Contact Us. Contact Camera Bits in any of the following ways if you have any comments or questions about these User Terms.
Address: 472 S 1st Ave, Hillsboro, OR 97123
E-mail: support@camerabits.com
Phone: (503) 547-2800

16. Severability. If any part of the User Terms is held to be invalid or unenforceable by any law or regulation or final determination of a competent court or tribunal, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions.

17. Assignment. You may not assign these User Terms or any right or license granted in these User Terms to another party. Camera Bits may assign these User Terms without restriction.

18. Governing Law. The rights and liabilities of the parties arising out of or relating to this agreement will be governed by the laws of the State of Oregon, exclusive of choice of law remedies. Any litigation between the parties will be conducted exclusively in state or federal courts in Multnomah County, Oregon.

19. Entire Agreement; Interpretation. These User Terms incorporate all expressly referenced documents, and collectively constitute the entire agreement between you and Camera Bits with respect to the subject matter. These User Terms and supersedes all prior and contemporaneous agreements or communications, except that any agreement separately executed between Camera Bits and an authorized signatory of a Customer governs the relationship between Customer (at the enterprise level) and Camera Bits.