This eMagCreator Online Subscription/License Agreement is between the Account which accepts this agreement ("you") and eMagCreator ("us", "we"), VAT-No. 30604989, Per Henrik Lings Alle 4, 4, DK-2100 Copenhagen, Denmark. This agreement consists of (1) the enclosed Terms & Conditions, (2) the Online Service Terms and (3) the pricing and payment terms detailed on the website (subject to change) and in your email confirmation (agreement-specific). This agreement is effective from the date on which we receive successful payment for your first Subscription Period. Italicized terms are defined in Section 8.
Terms and Conditions
- Use of the Products
- General. This agreement governs your use of the Products. You may need to activate a Product prior to use. Minimum system requirements and/or internet connectivity may affect your ability to use the Products.
- License. We grant you a non-exclusive, non-transferable, limited right to access and use the Online Services and, when part of the agreement, to install and use the eMagStudio™ Software. These rights are (a) non-perpetual unless otherwise agreed upon and (b) conditional on your continued compliance with the terms of this agreement and payment for the Products. We reserve all rights not expressly granted to you in this agreement, including any rights by implications or otherwise.
- Limitations on use. You may not reverse engineer, decompile or amend the eMagStudio™ Software, including deleting any copyright, trademark or other notices in the eMagStudio™ Software. You may not rent, lease, lend or resell the eMagStudio™ software or any output thereof, except as expressly permitted for a given Product in special terms settled with eMagCreator and appended to this document.
- Third party and open source software. It is a requirement for the proper functioning of the Online Services and eMagStudio™ Software that certain third party and open source software is installed and updated on your computer. You are solely responsible for any third party and/or open source software that you install or use with the Online Services or eMagStudio™ Sotware. Such software is subject to licensing terms with third parties.
- Pricing, ordering, payments, renewals and taxes.
- Pricing. The eMagCreator website provides the available Subscription options for each Product. Additional Enterprise-level products are available through direct contact with an eMagCreator Sales Representative and are subject to additional terms and conditions.
- Ordering. You can place an order on the eMagCreator website directly. For additional Accounts associated with a single business or for any Enterprise-level products, orders must be placed with an eMagCreator Sales Representative directly. Each Subscription shall be for a defined Subscription Period (e.g., 30 days or 1 year) as chosen at the time of the order. Perpetual licenses, generally part of an Enterprise-level product, include optional Subscription Products, which may be subject to adjusted terms and conditions, and which are opted-in to the agreement unless otherwise stated.
- Payment. Payments are due and must be made according to the payment option you select for the Product. Any upgrades or downgrades in your Subscription will take effect at the conclusion of the current Subscription period unless otherwise explicitly agreed. For perpetual licenses, the license royalty is due in full before the eMagStudio™ Software will be available for use.
- Renewal. By default, all Subscriptions are auto-renewed, invoiced and charged by credit card on the last day of the current Subscription Period, according to previously-completed payments, unless otherwise agreed. Unsuccessfully-completed or unpaid Subscriptions are, by default, deactivated after three (3) days from the invoice date. We only guarantee no interruption of services on Accounts with valid credit card details. You can freely change/submit corrections to Subscription billing information by contacting email@example.com or by editing these details securely online in the User Profile section of the eMagCreator website. Interest of 5% is added to unpaid invoices.
- Subsequent Orders and New Agreements. Before you place a new order or renew any Subscriptions, we may require you to enter into an updated agreement that will govern your new Subscription from the date of that order.
- Taxes. Stated prices are less tax unless otherwise stated. You are responsible for the payment any applicable taxes. If applicable, you must provide us with your VAT number at the time of the order or whenever a VAT number becomes applicable to your Subscription.
- Term, suspension and termination.
- Agreement term and termination. This agreement will remain in effect unless you terminate it subject to the terms of this section.
- Termination of a Subscription. You may terminate a Subscription at any time during the Subscription Period. Termination will take effect from the end of the Subscription Period for which you have paid. You must pay for the Subscription Period prior to the termination effective date.
For each Subscription Period type, the following terms apply:
- eMagCreator Monthly Subscriptions. A Subscription with a one month period may be terminated at any time prior to the last day of the current Subscription Period.
- eMagCreator Annual Subscriptions. A Subscription with a one year period may be terminated at any time prior to 90 days before the last day of the current Subscription Period. Afte 90 days before renewal, it is no longer possible to cancel your Subscription without the full Subscription amount being due.
- eMagStudio Service Subscriptions. A Service Subscription for a perpetual eMagStudio license may be terminated any time prior to 90 days before the last day of the current Subscription Period. After 90 days before renewal, it is no longer possible to cancel your Subscription without the full Subscription amount being due.
- Other Subscriptions and Special Agreements. Any other Subscription, including eMag Apps and custom subscriptions, follow the terms agreed upon in the subscription contract. The above termination periods do not apply in such instances.
- How to terminate a Subscription. You must give written notice within the allowed time period for your Subscription type by following one of two methods:
- Click on the Subscription you would like to change to on the eMagCreator Website, and follow the instructions given.
- Writing to firstname.lastname@example.org.
- Effect of termination on Online Services and eMagStudio™ Software. If a Subscription is terminated, all Online Services connected to the Subscription will no longer be available to you. Any eMags created with the Online Services will remain online, but will revert to the trial version unless a subsequent Subscription for Products is ordered (subject to a new agreement). For terminated Subscriptions which included an eMagStudio™ Software license, you must uninstall and delete all copies of the eMagStudio™ Software. eMags created with the eMagStudio™ Software will be deactivated unless otherwise agreed upon. eMagCreator additionally reserves the right to block, pause, and/or disable the installed software license and all previous content handled or published with the eMagStudio™ Software in cases of a breach of contract by you. All unpaid Subscription Periods are due regardless of discontinuance of this agreement.
- Limited warranty. We warrant that Online Services will perform in accordance with the following service terms:
- Publishing via the Online Services shall maintain a 99% uptime.
- eMags hosted by eMagCreator shall maintain a 99% uptime.
- Limited warranty term. The limited warranty is valid for the duration of your Subscription Period.
- Limited warranty exclusions. This limited warranty is subject to the following limitations:
- this limited warranty does not cover problems caused by accident, abuse, or use of the Products in a manner inconsistent with this agreement or the Online Service Terms, or resulting from events beyond our reasonable control;
- this limited warranty does not cover problems caused by the failure to meet minimum system requirements; and
- this limited warranty does not cover Free, trial or beta Products.
- Remedies for breach of limited warranty. If we fail to meet the above limited warranty, and you notify us within the warranty period of this failure, then we will provide the following remedies for the Online Service:
- If the capacity to publish has been compromised, eMagCreator will use development resources to remedy the situation within 24 hours.
- If the eMags hosted by eMagCreator are not able to be reached, eMagCreator will use development resources to remedy the situation within 24 hours.
Should a remedy not be possible within the stated period, at eMagCreator's discretion, you shall be eligible for an intermediate solution of equal or greater value until a permanent fix for the affected Online Service is found, or a refund of the affected Subscription Period fee. We shall never be liable for more than the amount paid for the breached Subscription Period.
- Disclaimer of other warranties. Other than this limited warranty, we provide no other express or implied warranties or conditions. We disclaim any implied representations, warranties or conditions, including warranties fitness for a particular purpose, satisfactory quality, or non-infringement. We carry no responsibility for the nature and copyrights of the content handled with the Online Services and eMagStudio™ Software regardless of whether it is public or non-public.These disclaimers will apply unless applicable law does not permit them.
- eMagStudio™ Software.
- General eMagStudio™ Software Terms. To access certain features of your Subscription, you may be asked to install the eMagStudio™ Software. We may check the version of the eMagStudio™ Software you are using and recommend updates as they become available. Failure to install updates may affect your ability to use certain features and functionality, and may compromise stability and compatibility with Online Services. Your right to use the eMagStudio™ Software ends when your Subscription allowing such stated use is terminated or breached. You must uninstall the eMagStudio™ Software when your right to use it ends. We may also disable it at that time.
- Perpetual Licenses. If your Agreement includes a perpetual license for the eMagStudio™ Software, then your eMagStudio™ Software will never be deactivated, but may lose the ability to be updated to future versions should your Online Services Subscription be terminated or breached. We do not guarantee the continued compatibility with Online Services for any outdated versions of the eMagStudio™ Software. Any references in the Online Service Terms to running the eMagStudio™ Software on a perpetual basis only apply if you obtained such licence. Any upgrades made to your eMagStudio software outside of a Service Subscription for the perpetual license are only valid for the duration of that subscription. If you would like your perpetual license to be updated, you must subscribe to the Service Subscription associated with that license. eMagCreator reserves the right to deactivate any eMagStudio installation and all content published with said installation for any account found to be in breach of these terms.
- License Confirmation. Proof of your license is (1) this agreement, (2) order confirmation, and (3) proof of payment.
- Copies. You may make as many copies of the eMagStudio™ Software as you need, provided you have obtained a valid license for each copy. Copies of the eMagStudio™ Software must be complete copies with all copyright and trademark notices, and must be made from your link in the Customer Portal or an approved download source.
- Transferring accounts and licenses. License transfers are not permitted, except as explicitly stated in the special terms set forth for perpetual license contracts. Your Account and any associated eMagStudio™ Software licenses must be assigned to a single user or device. An eMagStudio™ Software license can be transferred within the same Account to a new device as described in the Online Service Terms.
- Notices to us. You must send any notices, authorizations and requests related to this agreement by email to email@example.com. We will treat notices as received from the date the email is delivered.
- Notices to you. We may provide you with information about the Online Services or the eMagStudio™ Software via email to the address you provide when signing up (as you may update your details via your User Profile). Notice via email is given as of the transmission date. As long as you use the Online Services, you have the needed software and hardware to receive such messages. You may not use the Online Services or eMagStudio™ Software if you do not agree to receive these email notices.
- No third-party beneficiaries. This agreement does not create any third-party beneficiary rights in any individual or entity that is not part of this agreement.
- Assignment. You may not assign this agreement. We may assign this agreement to our affiliates.
- Severability. If a court holds any provision(s) of this agreement to be illegal, invalid or unenforceable, the rest of this agreement will remain in effect, and the agreement will be amended to the effect of the provision(s) in question to the maximum extent possible.
- Applicable law. The Court of Copenhagen shall have exclusive jurisdiction over any dispute arising out of or relating to this license agreement. Material Danish law shall apply.
- Survival. Provisions regarding ownership and license rights, fees, Online Service Terms, restrictions on use, evidence of perpetual licenses, license transfers, defense of infringement and misappropriation claims, limitations of liability, obligations on termination, and provisions in this section will survive termination of this agreement.
- No transfer of ownership. We do not transfer any ownership rights in any Products. We reserve all rights. Products are protected by copyright and other intellectual property rights laws and international treaties.
- Force majeure. Neither party will be liable for any failure in performance due to causes beyond either party's reasonable control (such as fire, power blackout, natural disaster, strike, embargo, acts of civil or military authority, war, terrorism - including cyber terrorism, or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies - including the passage of laws or regulations which impact the Online Services). This section will not apply to your payment obligations under this agreement.
- General Terms Apply.
"Account" means a single user, whether an individual or part of a larger license agreement (such as an Enterprise-level agreement), identified by the username and email provided upon signing up.
"Subscription" means the temporary agreement to pay for and receive use of a specified Product which may consist only of Online Services, or may be a mix of Online Services and the eMagStudio™ Software.
"Subscription Period" means the duration that a single Subscription term consists of. A Subscription Period can be either 30 days or one (1) year.
"Products" means any Online Service and/or the eMagStudio™ Software.
"Online Service" means any eMagCreator Online service identified in the Online Services Use Rights. Online Services may consist of one or more of the eMagCreator Online Features and/or eMagStudio Portal modules.
"eMagStudio™ Software" means the desktop digital publishing software as identified in the Online Service Terms. The eMagStudio™ Software is offered as part of certain Subscriptions, as well as on a standalone basis, and may be on a non-perpetual or perpetual licensing basis.
"Order" means an order placed for a Subscription via the eMagCreator Web Shop or via direct contact with an eMagCreator Sales Representative.
"Enterprise-level products" means products which extend past the scope of the Subscription Products found on the eMagCreator website, including but not limited to volume licensing, perpetual licensing, special term licensing for governmental or educational agencies, or add-on products targeted at businesses, such as Apps or custom solutions. Such products may be subject to additional terms and conditions.
"License Royalty" means the fee for obtaining a perpetual eMagStudio™ Software license. The license royalty allows the Account to download, install and use one (1) copy of the eMagStudio™ Software on one device on a perpetual basis. Separate license royalties are due for each perpetual license purchased, and the terms and conditions and Online Service Terms apply for each perpetual license purchased individually and in association with the parent Account.