Xenon Offline Encoder Standard 4.1.487


EULA - End User License Agreement



VIDIATOR EVALUATION SOFTWARE LICENSE AND SUPPORT AGREEMENT

IMPORTANT - READ CAREFULLY: This Vidiator Evaluation Software License and Support Agreement ("Agreement") is a legal agreement between you (a legal entity or person; referred to as "YOU" and “YOUR”) and VIDIATOR (Netherlands) B.V. ("VIDIATOR") for certain VidiatorTM software products.

BY USING THIS SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. SCOPE OF LICENSE AGREEMENT. This Agreement applies to all object code, binary or executable versions of the evaluation software, including any related documentation (“Software”) provided to YOU by VIDIATOR. Subject to the provisions of this Agreement, VIDIATOR hereby grants YOU a non-exclusive and non-transferable license to install, display and use the Software on one computer during the designated time period ("License Term") solely for evaluating the Software at the designated sites or within the designated territory.
YOU may not, under any circumstances: (a.) resell, rent, sublicense, transfer, or otherwise distribute the Software to any third party; (b.) use the Software to provide hosted services or other computer services to third parties; (c.) reverse engineer, decompile, or otherwise attempt to derive the source code for the Software, except to the extent expressly permitted by the applicable law or regulation; (d.) modify or create derivative works of the Software; or (e.) copy the Software, except as otherwise expressly permitted in this Agreement.

2. OWNERSHIP. The Software is licensed, NOT sold. The source code for the Software is a valuable and proprietary trade secret of VIDIATOR and/or its suppliers, and YOU agree not to disclose the Software to others without the prior written approval of VIDIATOR. All worldwide rights, title and interest, including, without limitation, patents, copyrights, trademarks, trade secrets and all other proprietary rights of any kind as may exist now or hereafter come into existence in any one country or worldwide, in and to the Software, and any copies thereof, which YOU are permitted to make, will remain in VIDIATOR and/or its suppliers, and YOU will not acquire any interest therein, except as expressly provided in this Agreement. YOU agree that any feedback and improvements ("Feedback") that YOU supply to VIDIATOR BV regarding improvements to or problems with the Software will belong solely to VIDIATOR, and YOU hereby assign all rights and title to and interest in such Feedback to VIDIATOR.

4. TECHNICAL SUPPORT.
VIDIATOR will provide technical support to YOU at its sole discretion.

5. LIMITED WARRANTIES.
VIDIATOR PROVIDES THE SOFTWARE "AS IS" AND WITH ALL FAULTS. TO THE EXTENT PERMITTED BY LAW, VIDIATOR DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, EXPRESS, IMPLIED, STATUTORY OR ARISING BY CUSTOM OR TRADE USAGE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF LACK OF VIRUSES.

6. LIMITATIONS.
YOU accept the Software "As Is" and use it at YOUR own risk.
VIDIATOR shall not be liable for any claimed deficiencies or defects of the Software under the United Nations Convention on the International Sale of Goods, even if that Convention were to be determined to be applicable to these transaction(s).

7. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY. Nothing in this Agreement shall exclude or limit any party’s liability for: (a.) fraudulent misrepresentation; (b.) death or personal injury caused by its negligence (as defined by the applicable law); or (c.) any other liability which it is not lawfully permitted to exclude, limit or restrict.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIDIATOR HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT OF THE RIGHTS OF THIRD PARTIES WITH RESPECT TO THE SOFTWARE AND TECHNICAL SUPPORT.
YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL VIDIATOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUES, LOSS OF PROFIT, LOSS OF BUSINESS, LOSS OF GOODWILL, OR DAMAGES CAUSED BY YOUR USE OR INABILITY TO USE THE SOFTWARE OR TECHNICAL SUPPORT, INCURRED BY YOU OR ANY THIRD PARTY OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE RESULTING FROM THE PERFORMANCE OR FAILURE THEREOF UNDER THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF VIDIATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIDIATOR ACCEPTS NO LIABILITY OR RESPONSIBILITY TO ANY THIRD PARTY WHO GAINS ACCESS TO THE SOFTWARE.
ANY DAMAGES THAT VIDIATOR IS REQUIRED TO PAY FOR ANY ONE (1) CAUSE OR CLAIM, AND CUMULATIVELY FOR ALL CAUSES AND CLAIMS, WHETHER FOR NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, REGARDLESS OF THE FORM OF THE ACTION IN THE AGGREGATE, SHALL BE LIMITED IN AMOUNT TO THE FEES PAID, IF ANY, BY YOU TO VIDIATOR FOR THE AFFECTED SOFTWARE.
YOU AND VIDIATOR ACKNOWLEDGE AND AGREE THAT THE FEES PAYABLE HEREUNDER, IF ANY, AND THE LIMITATIONS ON WARRANTIES AND LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND VIDIATOR FURTHER ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND THAT THE CONSIDERATION AND THESE LIMITATIONS ARE BASED IN PART ON THE NATURE OF THESE ARRANGEMENTS AND BECAUSE THIS EVALUATION LICENSE AGREEMENT AUTHORIZES NO PRODUCTION USE OF THE SOFTWARE.

8. TAXES. YOU agree to pay all taxes (other than those based on VIDIATORs income or revenues), duties, excises or other governmental charges incurred in connection with the grant or exercise of the licenses or right granted in this Agreement.

9. CODEC ROYALTIES. “End Use Royalty” means a royalty (if any) based solely on the use of the Software to decode or encode (compression or decompression) or transport or transmit speech, audio and video data using a documented speech, audio, video or systems standard, such as MPEG-4, which incorporates material covered by a patent owned by a third party (a “Codec Patent”), but shall exclude any royalty that arises from Vidiator incorporating any material covered by such a patent into the Software. YOU shall be responsible for entering into any licensing terms and conditions with patent holders of any Codec Patent in relation to any End Use Royalty that may be payable by YOU to such patent holders. YOU shall indemnify Vidiator for any End Use Royalty payments to be made to the owner of a Codec Patent (or to any other body representing the patent holders of any such Codec Patent) which arises solely from any end use of the Software by YOU.

10. CONFIDENTIALITY. YOU and YOUR officers, directors, employees, and representatives agree to the following conditions relating to the disclosure of VIDIATORs confidential information:
10.1 "Confidential Information" means any trade secrets and/or other proprietary non-public information not generally known, including, but not limited to, that information obtained by examination, testing or analysis of the Software or any component part thereof.
10.2 Confidential Information shall not include that information that YOU can conclusively establish: (a.) is in the public domain; (b.) was known when received; (c.) is or hereafter becomes lawfully obtainable from other sources other than by breach of an obligation of confidentiality owed to VIDIATOR; or (e.) to the extent such duty as to confidentiality is waived by VIDIATOR.
10.2 If YOU are required to disclose Confidential Information pursuant to any applicable law, regulation or court order, YOU will give to VIDIATOR prompt written notice of the request. YOU further agree to provide VIDIATOR with reasonable cooperation, at VIDIATOR’s expense, in VIDIATOR’s attempt, if any, to procure a protective order or appropriate remedy. If, in the absence of a protective order, YOU determine, upon the advice of legal counsel, that YOU are required to disclose such information, YOU may disclose only that Confidential Information specifically required and only to the extent compelled to do so.
10.4 During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, YOU will: (a.) keep the Confidential Information in strict confidence and not disclose it to any third party; (b.) restrict disclosure of Confidential Information to only those employees, affiliates, and legal or financial representatives who must be directly involved with the Confidential Information for the purpose of this Agreement and who are bound by confidentiality terms substantially similar to those in this Agreement; (c.) not reverse engineer, de-compile or disassemble any Confidential Information; (d.) use the same degree of care as for YOUR information of like importance, but not less than use reasonable care, in safeguarding the Confidential Information against disclosure; (e.) promptly notify VIDIATOR upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f.) use the Confidential Information solely for the purposes authorized by this Agreement.
10.5 All Confidential Information remains the property of VIDIATOR and will not be copied or reproduced without the express written permission of VIDIATOR, except for copies that are absolutely necessary in order to fulfill the purposes of this Agreement. Within five (5) business days of receipt of VIDIATOR’s written request, YOU will return all Confidential Information to the disclosing Party along with all copies and portions thereof.
10.6 YOU acknowledge that any publication or disclosure of Confidential Information to others may cause immediate and irreparable harm to VIDIATOR, or to the ultimate owner of the Confidential Information, and if YOU should publish or disclose Confidential Information to others without authorization, VIDIATOR shall be entitled to seek injunctive relief or to any other remedies to which it is entitled under law or equity because such harm may be inadequately compensable in damages.

11. TERMINATION. This Agreement and YOUR right to use the Software automatically terminates if YOU fail to comply with any material provision of this Agreement. YOU may terminate this Agreement, without right of refund, at any time by destroying and/or erasing YOUR copy of the Software. This Agreement also terminates upon expiration of the License Term for Your Evaluation licenses. Upon expiration of the applicable License Term, the Evaluation Software will cease to function and YOU agree to cease using this Software and to remove or erase the Software from the computer or device and destroy any and all copies, in whole or in part, of the Software. YOU agree that YOU will not do anything to circumvent or defeat the features designed to stop the Evaluation Software from operating after the expiration of the License Term.

12. EXPORT. YOU MAY NOT EXPORT OR RE-EXPORT THE SOFTWARE, ANY COPY OR ADAPTATION, OR ANY UNDERLYING INFORMATION OR TECHNOLOGY EXCEPT IN FULL COMPLIANCE WITH ALL UNITED STATES AND OTHER APPLICABLE LAWS AND REGULATIONS. YOU AGREE TO THE FOREGOING AND REPRESENT AND WARRANT THAT YOU ARE NOT LOCATED IN, UNDER CONTROL OF, OR A NATIONAL OR RESIDENT OF ANY RESTRICTED COUNTRY OR OF ANY DESIGNATED ENTITY OR PERSON AS THAT TERM IS USED IN THE U.S. GOVERNMENTS EXPORT ADMINISTRATION REGULATIONS.

13. NO ASSIGNMENT. This Agreement may not be assigned without VIDIATORs express written consent. VIDIATOR may assign this Agreement.

14. GOVERNING LAW; JURISDICTION. This Agreement will be governed by and construed according to the laws of the State of Washington, USA. Venue for any disputes arising under this Agreement will lie exclusively in the state or federal courts located in King County, Washington, USA and the parties irrevocably consent to personal jurisdiction in the state and federal courts of Washington. The U.N. Convention on Contracts for the International Sale of Goods will not apply to the Software or to this Agreement.

15. SEVERABILITY; WAIVER. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, (a.) that provision will be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (b.) the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby. Failure by a party to enforce any provision of this Agreement will not be deemed to be a waiver of future enforcement of that or any other provision of this Agreement.

16. SURVIVAL. Sections 2, 5, 6, 7, 8, 9, 10, 12, 14, 15, and 16 survive termination of this Agreement.

17. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the parties regarding the Software and the technical support services and supersedes all other agreements, oral or written, with respect to its subject matter.

Copyright © 2008 Vidiator (Netherlands) B.V. under license. All rights reserved.
VIDIATOR is a registered trademark of Vidiator (Netherlands) B.V. under license.
CONFIDENTIAL INFORMATION. Do not disclose or distribute.



BarCode2D-PNG



Click stars to rate this APP!

Users Rating:  
  5.0/5     2
Downloads: 184
Updated At: 2024-03-19
Publisher: vidiator-technologies-inc
Operating System: windows
License Type: Free Trial