This End-User License Agreement and Terms of Service (collectively, the “Agreement”) is a legal agreement between you (“Licensee” or “User”) and Joseph Stills DBA. Stills Media (“Licensor” or “Stills Media”), the author and service provider of the Directory Management Application, including all associated technology, files, scripts, programs, documentation, and media (the “Software” or “Service”). By installing, accessing, or otherwise using the Software or Service, you agree to be bound by the terms and conditions set forth below. If you do not agree to these terms and conditions, you may not access or use the Software or Service.
1. Grant of License
1.1 Scope of License
Subject to the terms of this Agreement, Licensor hereby grants you a non-exclusive, non-transferable, revocable license to access and use the Software solely for your personal or internal business purposes.
1.2 Installation and Use
If you are installing any component of the Software, you may do so on up to five (5) devices, solely for your own use. If you are using the hosted version, you understand that you are accessing a web-based Service where the software is operated on Licensor’s servers.
1.3 Privacy Policy
Your use of the Software or Service is also governed by our Privacy Policy, which is incorporated herein by reference. By using the Software or Service, you acknowledge that you have reviewed our Privacy Policy and consent to any data handling practices outlined therein.
2. Nature of the Service
2.1 Hosted Service
The Directory Management Application is provided as a hosted service, which may include storage and hosting of custom content you submit or upload (“User Content”). Licensor may charge fees associated with hosting such content.
2.2 User-Generated Content
All information, data, text, images, or other materials that you upload or otherwise make available through the Service is considered User Content. You retain ownership of your User Content, but you grant Licensor a worldwide, non-exclusive license to store, host, reproduce, and process your User Content as needed to provide the Service.
3. Acceptable Use and Prohibited Conduct
3.1 Compliance
You agree to comply with all applicable local, state, national, and international laws and regulations. You may not use the Software or Service in any manner that could damage, disable, overburden, or impair Licensor’s servers or networks.
3.2 Prohibited Activities
Users shall not, directly or indirectly:
- Use the Service for any unlawful or fraudulent purpose, including but not limited to spam, phishing, hacking, or other unauthorized access to systems or data;
- Upload or transmit any material that is defamatory, obscene, offensive, harassing, deceptive, or otherwise objectionable;
- Infringe upon the intellectual property rights or privacy rights of third parties;
- Interfere with or disrupt the integrity or performance of the Software or Service;
- Attempt to reverse engineer, decompile, or disassemble the Software, except where expressly permitted by law;
- Use automated scripts to collect information from or otherwise interact with the Service;
- Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity.
3.3 Enforcement
Licensor reserves the right, but does not assume the obligation, to monitor, investigate, suspend, or terminate User accounts for violation of these Acceptable Use provisions.
4. Fees and Payment Terms
4.1 Payment
Where applicable, you agree to pay all fees or charges as described by Licensor for the hosting of User Content or any other paid features of the Service.
4.2 Non-Payment
Licensor reserves the right to suspend or terminate your access to the Software or Service if you fail to pay any fees when due, subject to Section 10 (Termination).
5. Updates and Maintenance
5.1 Automatic Updates
Licensor may update or modify the Software at any time without prior notice. Updates may automatically install, and by using the Software or Service, you consent to such updates. Your user credentials and data will be migrated as necessary to maintain continuity of service.
5.2 No Service-Level Agreement
Licensor does not offer specific service-level commitments or guarantees of availability or uptime. Support, if any, is provided on an as-available basis.
6. Proprietary Rights
6.1 Title to Software
All right, title, and interest in and to the Software, including any and all intellectual property rights, remain with Licensor. All components of the Software are licensed as a single product and may not be separated without express written permission from Licensor.
6.2 Third-Party Systems
No third-party systems or integrations are utilized by the Software at this time. If this changes in the future, Licensor will update these terms accordingly.
7. Indemnification
You agree to indemnify, defend, and hold Licensor and its affiliates, officers, agents, and employees harmless from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to your misuse of the Software or Service, your breach of this Agreement, or your violation of any law or regulation.
8. Warranty Disclaimer
THE SOFTWARE AND ANY RELATED SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISKS ASSOCIATED WITH THE USE OR PERFORMANCE OF THE SOFTWARE OR SERVICE.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR OTHER PECUNIARY LOSS), REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S TOTAL LIABILITY TO YOU FOR ANY DAMAGES IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
10. Term and Termination
10.1 Term
This Agreement remains effective until terminated. Licensor may terminate this Agreement (a) if you fail to comply with any term herein, or (b) with or without cause, subject to Section 10.2 below.
10.2 Termination Notice
Licensor may terminate a User’s service and access to the Software after thirty (30) days’ notice, including for non-payment. For pro bono or complimentary service accounts, Licensor may terminate access at will without prior notice.
10.3 Effect of Termination
Upon termination, you must immediately cease using the Software or Service and destroy all copies of the Software in your possession or control.
11. Dispute Resolution and Governing Law
11.1 Governing Law
This Agreement shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of North Carolina, without regard to its conflict of law provisions.
11.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration in the State of North Carolina. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own legal fees and costs associated with arbitration unless otherwise determined by the arbitrator.
11.3 Exclusive Jurisdiction
If any matter is determined not to be arbitrable, such matter shall be exclusively litigated in the state or federal courts located in Asheville, North Carolina. Each party consents to the jurisdiction of such courts.
12. Non-Transferable
This Agreement is personal to you and may not be assigned or transferred without the express written consent of Licensor. Any attempt to assign or transfer this Agreement without such consent shall be null and void.
13. Severability and Waiver
If any provision of this Agreement is held to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. The failure of either party to exercise or enforce any right or provision of this Agreement does not constitute a waiver of that right or provision.
14. Entire Agreement
This Agreement, together with the Privacy Policy and any other documents or policies referenced herein, constitutes the entire understanding between you and Licensor regarding the Software and Service, and supersedes all prior oral or written communications, proposals, and representations with respect to the Software or any other subject matter covered by this Agreement.
15. Contact Information
For any questions, concerns, or notices required under this Agreement, you may contact Licensor at:
Stills Media
Attn: Compliance
4 Long Shoals Road
Suite B #791
Arden, NC 28704
Email: compliance@stillsmedia.co