Take Comics End User License Agreement

By downloading the Licensed Software (defined below) you agree to be bound by the terms of this Agreement, by the TAKE COMICS TERMS OF SERVICE (Available below), AND BY THE Take Comics Privacy Policy (available below). BY CHECKING THE “AGREE” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT CHECK “DISAGREE” BUTTON TO DISCONTINUE THE DOWNLOAD OF THE SOFTWARE.

This Software License Agreement (“Agreement”) is a legal agreement between you and Take Comics, Inc., d/b/a Graphic.ly and Graphicly.com (“Take Comics”) for Take Comics’ iPhone client version accompanying this Agreement together with any associated, media, printed materials and “online” or electronic documentation (“Licensed Software”). The Take Comics Terms of Service and the Take Comics Privacy Policy are hereby incorporated by reference into this Agreement.

1. License. Subject to the terms of this Agreement, Take Comics grants to you a nontransferable, nonexclusive, royalty-free, fully paid, worldwide license (without the right to sublicense) to install and execute one copy of the Licensed Software, in executable object code format only, solely on your Apple handheld mobile device and solely for your use of the Take Comics service for your internal personal purposes.

2. Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, outsource, disclose or otherwise commercially exploit the Licensed Software or make the Licensed Software available to any third party; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Licensed Software; (c) you shall not access the Licensed Software in order to build a similar or competitive product or service; (d) except as expressly stated herein, no part of the Licensed Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (e) any future release, update, or other addition to functionality of the Licensed Software provided by Take Comics (if any) shall be subject to the terms of this Agreement unless Take Comics expressly states otherwise. You shall preserve all copyright and other proprietary rights notices on the Licensed Software and all copies thereof.

3. Ownership. The Licensed Software and all worldwide copyrights, trade secrets, and other intellectual property rights therein, are the exclusive property of Take Comics and its suppliers. All rights in and to the Licensed Software not expressly granted to you in this Agreement are reserved by Take Comics and its suppliers.

4. Third Party Software. Certain items of software included with the Software are licensed from third parties and subject to the terms and conditions provided by such third parties (“Third Party Software”). The Third Party Software is not subject to the terms and conditions of Sections 1 and 2. Instead, each item of Third Party Software is licensed under the terms of the license that accompanies such Third Party Software. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for the Third Party Software.

5. Disclaimer of Warranties. The Licensed Software AND ANY OPEN SOURCE SOFTWARE IS provided TO YOU FREE OF CHARGE, AND ON AN “AS-IS” BASIS. TAKE COMICS PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE LICENSED SOFTWARE OR ANY OPEN SOURCE SOFTWARE UNDER THIS AGREEMENT. TAKE COMICS AND ITS SUPPLIERS disclaim all express, implied or statutory warranties relating to the Licensed Software AND ANY OPEN SOURCE SOFTWARE, including but not limited to, merchantability, fitness for a particular purpose, TITLE, and non-infringement. TAKE COMICS does not warrant that use of the Licensed Software OR OPEN SOURCE SOFTWARE will be uninterrupted, or error-free, that defects will be corrected, or that the Licensed Software OR OPEN SOURCE SOFTWARE is free of viruses or other harmful components. if applicable law requires any warranties with respect to the licensed software OR OPEN SOURCE SOFTWARE, all such warranties are limited in duration to ninety (90) days from the date of download. The warranty disclaimer set forth above is a fundamental element of the basis of the agreement between Take Comics and you. Take Comics would not be able to provide the Licensed Software on an economic basis without such limitations. The warranty disclaimer inures to the benefit of Take Comics’ suppliers.

6. Registration Information. IN CONNECTION WITH YOUR INSTALLATION AND REGISTRATION OF THE SOFTWARE, THE SOFTWARE REPORTS TO TAKE COMICS CERTAIN INFORMATION THAT YOU PROVIDE DURING THE INSTALLATION OR REGISTRATION PROCESS, AS WELL AS COMPUTER or device CONFIGURATION INFORMATION.

7. Term and Termination. This Agreement and the licenses granted hereunder are effective on the date you download the Licensed Software and shall continue unless this Agreement is terminated by either party pursuant to this section. Take Comics may terminate this Agreement immediately upon notice to you in the event that you materially breach any of the terms hereof. You may terminate this Agreement at any time, with or without cause. You may terminate this Agreement by sending either an email to support@graphicly.com with your name and the subject “REMOVE” or a letter by United States mail to: 1630 30^th St. Suite A #272, Boulder, CO 80301 or to such other address as Take Comics may specify in writing by posting the new address on the Take Comics website. Upon termination, the license granted hereunder shall terminate and you shall immediately destroy any copies of the Licensed Software in its possession, but the terms of Sections 2-11 will remain in effect.

8. For U.S. Government End Users. The Licensed Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), the Software is provided to U.S. Government End Users (a) only as a commercial end item and (b) with only those rights as are granted to all other customers pursuant to the terms and conditions herein.

9. Export. The Licensed Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and regulations and acknowledges that it has the responsibility to obtain authorization to export, re-export, or import the Licensed Software and related technology, as may be required. You will indemnify and hold Take Comics harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.

10. Miscellaneous. Neither the rights nor the obligations arising under this Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any notice to you may be provided by email. Any modifications of this Agreement must be in writing and agreed to by both parties.

11. Questions or Additional information. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to support@graphicly.com.