IMPORTANT -- READ CAREFULLY: This License Agreement for the RichFX Player ("License Agreement") is a legal agreement between you (either an individual or an entity) and RichFX Ltd. and its suppliers and licensors (collectively "RichFX") for RichFX Player software ("Software"). By clicking on the "I Accept" button, installing, copying or otherwise using the Software, you agree to be bound by the terms of this License Agreement. If you do not agree to the terms of this License Agreement, click on the "I Do Not Accept" button and/or do not install the Software.
1. GRANT OF LICENSE. RichFX and its suppliers and licensors (collectively "RichFX") hereby grant to you a non-exclusive license to use the Software and related Documentation, if any, subject to the following terms:
a) You may: (i) use the Software on any single computer; (ii) copy the Software for back-up, archival purposes provided any copy must contain all of the original Software's proprietary notices.
b) RichFX may modify this agreement upon written notice to you, including posting such a change or revised agreement on RichFXÆs web site.
2. LICENSE RESTRICTIONS.
a) You may not: (i) permit other individuals to use the Software except under the terms listed above; (ii) modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Software or Documentation; (iii) copy the Software or Documentation (except for back-up or archival purposes); (iv) rent, lease, transfer, or otherwise transfer rights to the Software or Documentation; or (v) remove any proprietary notices or labels on the Software or Documentation. The recording and playback features of this Software are intended only for use with public-domain or properly licensed content and content creation tools. You may require a patent, copyright, or other license from a third party to create, copy, record or save content files for playback by this Software or to serve or distribute such files to be played back by this Software.
b) You agree that you shall only use the Software and Documentation in a manner that complies with all applicable laws in the jurisdiction in which you use the Software and Documentation, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.
c) The Software is for private use only. Copies of content files, including, but not limited to audio and video recordings, which are downloaded or copied using the Software, and which are protected by the copyright laws or related laws of any jurisdiction, may not be distributed to third parties or performed outside your normal circle of family and social acquaintances. You may not use the Software to alter or adapt content files.
d) You may not use the Software in conjunction with any device or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
3. COPIES OF SOFTWARE AND ENHANCEMENTS. This license does not grant you any right to any enhancement or update.
4. AUTOUPDATE. The autoupdate function in the Software automatically communicates with RichFX's servers on the Internet to check for updates to the Software, such as bug fixes, patches, enhanced functions, and new versions. Autoupdate may notify you when updates are available. You agree that RichFX may from time to time, through the autoupdate function, upload updates and install them as part of your Software. Although RichFX uses encryption technology to provide security for the autoupdate process, RichFX is not responsible for the failure of such security measures.
5. TITLE. Title, ownership, rights, and intellectual property rights in and to the Software and Documentation shall remain in RichFX. The Software is protected by the copyright laws of the United States and international copyright treaties. Title, ownership rights and intellectual property rights in and to the content accessed through the Software including the content contained in the Software media demonstration files shall be retained by the applicable content owner and may be protected by applicable copyright or other law. This license gives you no rights to such content.
6. NO WARRANTY. The Software is being delivered to you "AS IS" and RichFX makes no warranty as to its use or performance. RICHFX AND ITS DISTRIBUTORS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, RICHFX AND ITS DISTRIBUTORS MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL RICHFX OR ITS DISTRIBUTORS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A RICHFX REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. RICHFX'S AGGREGATE LIABILITY AND THAT OF ITS DISTRIBUTORS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits RichFX's liability to you in the event of death or personal injury resulting from RichFX's negligence or for the tort of deceit (fraud). RichFX is acting on behalf of its distributors for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose.
8. INDEMNIFICATION. This software is intended for use only with properly licensed media, content, and content creation tools. It is your responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to serve and/or create or compress such media and content. You agree to transmit and/or compress only those materials for which you have the necessary patent, copyright and other permissions, licenses, and/or clearances. You agree to hold harmless, indemnify and defend RichFX, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that you have encoded, compressed, copied or transmitted any materials (other than materials provided by RichFX) in connection with the Software in violation of another party's rights or in violation of any law. If you are importing the Software from the United States, you shall indemnify and hold RichFX harmless from and against any import and export duties or other claims arising from such importation.
9. TERMINATION: This License Agreement shall terminate automatically if you fail to comply with the limitations described in this license. No notice shall be required from RichFX to effectuate such termination. Upon termination, you must destroy all copies of the Software and Documentation.
10. U.S. GOVERNMENT RESTRICTED RIGHTS AND EXPORT RESTRICTIONS: U.S. GOVERNMENT RESTRICTED RIGHTS: This Software and documentation are provided with RESTRICTED RIGHTS. Manufacturer is RichFX Ltd. 11A Derech Ben Guriun St. Beni Brak, Israel 5126011. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Software you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.
11. MISCELLANEOUS. This License Agreement shall constitute the complete and exclusive agreement between us, notwithstanding any variance with any purchase order or other written instrument submitted by you, whether formally rejected by RichFX or not. The terms and conditions contained in this License Agreement may not be modified except in a writing duly signed by you and an authorized representative of RichFX. If any provision of this License Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This License Agreement shall be governed by the laws of the Country of Israel, without regard to conflicts of law provisions, and you hereby consent to the exclusive jurisdiction of the state court sitting in the city of Tel Aviv, Israel. Any and all unresolved disputes arising under this License Agreement shall be submitted to arbitration in the Country of Israel; except that, to the extent that you have breached or have indicated your intention to breach this License Agreement in any manner which may cause continuing or irreparable harm to RichFX (including, but not limited to, any breach that may impact RichFX's intellectual property rights, or a breach by reverse engineering), RichFX may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Any arbitration of a dispute under this Agreement shall be conducted under the rules then prevailing of the Israeli Arbitration Regulations. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. This License Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
