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mpeg_lic.txt
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1996-09-17
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14KB
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231 lines
SOFTWARE LICENSE AGREEMENT
InterStream MPEG Player
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into between
INTERSTREAM, INC., a Delaware corporation ("Licensor"), and you, the licensee.
LICENSOR'S PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT
SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO YOU.
THIS AGREEMENT IS PROVIDED IN ELECTRONIC FORM WITH YOUR COPY OF THE LICENSED
PROGRAM AND MAY BE PRINTED FROM THE PROGRAM IF YOU CHOOSE TO DO SO.
1. License. Licensor grants you a nonexclusive license to use
the computer program (in machine-readable form) referred to at the top of this
Agreement (the "Licensed Program"), subject to the following terms and
conditions.
2. Scope of Rights. This Agreement permits you to:
2.1 At your own facilities at the locations indicated in
the License Request Form, install and use the Licensed Program on one or more
of your own computers or file servers (for use only on your single computer
network indicated in the License Request Form), provided the number of
concurrent users of the Licensed Program does not exceed the authorized
number of concurrent users indicated in the License Request Form. All use
of the Licensed Program is restricted to use for serving the internal needs
of your business only; and
2.2 Make one copy of the Licensed Program in machine-readable
form, for nonproduction backup purposes only and only for operation on the
authorized computer network, provided that Licensor's proprietary legend is
included.
All rights not specifically granted to you by Licensor in this Agreement are
reserved to Licensor.
3. Fees and Payments. You are solely responsible for payment of
any taxes (including sales or use taxes, intangible taxes, and property taxes)
resulting from your acceptance of this license and your possession and use of
the Licensed Program, exclusive of taxes based on Licensor's income. Licensor
reserves the right to have you pay any such taxes as they fall due to Licensor
for remittance to the appropriate authority. You agree to hold harmless
Licensor from all claims and liability arising from your failure to report or
pay such taxes.
Licensor reserves the right to change its support and maintenance fees
on advance notice to you (to apply on a prospective basis only).
4. Support. If you elect to receive support of the Licensed
Program from Licensor and pay Licensor the applicable support fees, Licensor
shall support the Licensed Program in the manner specified below. However,
Licensor offers support only for the most current version of the Licensed
Program issued by Licensor from time to time, so you must make sure to obtain
and substitute or incorporate all new releases or fixes issued by Licensor
pursuant to its support program. Under Licensor's support program Licensor
shall provide to you all modifications to the Licensed Program in the form of
fixes and further releases that Licensor makes generally available to all
end-users. Licensor reserves the option to require the payment of an
additional fee if substantial additional functions or improved performance
are provided. Such modifications, when delivered, shall become part of the
Licensed Program and shall be subject to all the terms of this Agreement.
5. Your Responsibilities. You are responsible for selecting an
operator who is qualified to operate the Licensed Program on your own
equipment and is familiar with the information, calculations, and reports
that serve as input and output of the Licensed Program. Licensor reserves the
right to refuse assistance or to charge additional fees if an operator seeks
assistance with respect to such basic background information or any other
matters not directly relating to the operation of the Licensed Program.
The Licensed Program is designed for use with peripheral equipment and
accessories not provided by Licensor. Licensor assumes no responsibility
under this Agreement for obtaining or providing such equipment. You are also
responsible for ensuring a proper environment and proper utilities for the
computer or computer network on which the Licensed Program will operate.
6. Proprietary Protection and Restrictions. Licensor shall have
sole and exclusive ownership of all right, title, and interest in and to the
Licensed Program and all modifications and enhancements thereof (including
ownership of all trade secrets and copyrights pertaining thereto), subject
only to the rights and privileges expressly granted to you herein by Licensor.
This Agreement does not provide you with title or ownership of the Licensed
Program, but only a right of limited use. You must keep the Licensed Program
free and clear of all claims, liens, and encumbrances.
You may not use, copy, modify, or distribute the Licensed Program
(electronically or otherwise), or any copy, adaptation, transcription, or
merged portion thereof, except as expressly authorized by Licensor. You may
not reverse assemble, reverse compile, or otherwise translate the Licensed
Program.
Your rights may not be transferred, leased, assigned, or sublicensed
except for a transfer of the Licensed Program in its entirety to a successor
in interest of your entire business who assumes the obligations of this
Agreement or any other party who is reasonably acceptable to Licensor,
enters into a substitute version of this Agreement, and pays an administrative
fee. No service bureau, outsourcing, or time-sharing arrangement is
permitted, except as expressly authorized by Licensor. You may permit third
parties to access the Licensed Program solely on your behalf for the use
authorized under this Agreement provided such third party remains under your
direction and control, agrees to comply with the terms of this Agreement and
provided you notify Licensor in writing of the identity of such third party
prior to allowing such access.
You may not install the Licensed Program in any other computer or
computer network without Licensor's express authorization obtained in advance.
If you use, copy, or modify the Licensed Program or if you transfer possession
of any copy, adaptation, transcription, or merged portion of the Licensed
Program to any other party in any way not expressly authorized by Licensor,
your license is automatically terminated.
You hereby authorize Licensor to enter your premises in order to
inspect the Licensed Program and related records of usage in any reasonable
manner during regular business hours to audit compliance with the terms hereof.
You acknowledge that, in the event of your breach of any of the
foregoing provisions, Licensor will not have an adequate remedy in money or
damages. Licensor shall therefore be entitled to obtain an injunction against
such breach from any court of competent jurisdiction immediately upon request.
Licensor's right to obtain injunctive relief shall not limit its right to seek
further remedies.
7. Limited Warranty and Limitation of Liability. Licensor warrants,
for your benefit alone, that the media on which the Licensed Program is
provided shall be free from defects in materials and workmanship under normal
use for a period of thirty (30) days from your receipt of the Licensed
Program.
As your exclusive remedy for any breach of the foregoing warranty,
Licensor shall either repair or replace the Licensed Program media. In the
event Licensor does not repair such defect or replace the Licensed Program
after it has had a reasonable opportunity to do so, your exclusive remedy
shall be the refund of the amount paid as the license fee for the Licensed
Program. Licensor shall not be obligated to remedy any defect in the Licensed
Program media, if the Licensed Program has been misused or damaged in any
respect, or if you have not reported to Licensor the existence and nature of
such defect promptly upon discovery thereof.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, LICENSOR DISCLAIMS ANY
AND ALL PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED
PROGRAM, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ITS CONDITION, ITS
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT
OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE. Specifically by way of example and not limitation, Licensor
expressly disclaims and negates any warranty that: (a) the functions performed
by the Licensed Program will meet Licensee's requirements or will operate in
the combinations that may be selected for use by Licensee or will achieve the
results desired by Licensee; (b) the operation of the Licensed Program will
be uninterrupted or error free in all circumstances; or (c) any or all defects
in the Licensed Program will be corrected.
The cumulative liability of Licensor to you for all claims relating to
the Licensed Program and this Agreement, including any cause of action
sounding in contract, tort, or strict liability, shall not exceed the total
amount of all license fees paid to Licensor hereunder. This limitation of
liability is intended to apply without regard to whether other provisions of
this Agreement have been breached or have proven ineffective. Licensor shall
have no liability for loss of data or documentation, it being understood that
you are responsible for reasonable backup precautions.
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS; ANY
INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR
DEMANDS BROUGHT AGAINST YOU, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS
IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS
AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
8. Term of Agreement; Termination. Your license of the Licensed
Program shall continue on a perpetual basis unless and until you breach any
provision of this Agreement. In the event of such breach, this Agreement and
the license granted hereunder shall terminate without any further action on
the part of Licensor. Upon termination of this Agreement, all rights granted
to you will terminate and revert to Licensor. Promptly upon termination of
this Agreement for any reason or upon discontinuance or abandonment of your
possession or use of the Licensed Program, you must return or destroy, as
requested by Licensor, all copies of the Licensed Program in your possession
(whether modified or unmodified), and all other materials pertaining to the
Licensed Program (including all copies thereof). You agree to certify your
compliance with such restriction upon Licensor's request.
9. Binding Arbitration. All disputes, disagreements or other claims
between the parties, whether arising in contract, tort, or otherwise, shall be
finally settled by binding arbitration in Dallas, Texas before a neutral
arbitrator appointed by and acting pursuant to the Commercial Rules of the
American Arbitration Association. In no event will the arbitrator(s) have the
power to include any element of punitive damages or incidental or
consequential damages in the arbitration award. Judgment on the arbitration
award in accordance with this Agreement may be entered in any state or federal
court of competent jurisdiction.
10. Notice to Government End Users. If the Licensed Program is
licensed under the terms of a: GSA contract - use, reproduction or disclosure
is subject to the restrictions set forth in the applicable ADP Schedule
contract; DOD contract - use, duplication or disclosure by the Government is
subject to restrictions as set forth in subparagraph (c)(1)(ii) of
252.227-7013; Civilian Agency contract - use, reproduction or disclosure is
subject to 52.227-19(a) through (d) and restrictions set forth in this
Agreement.
11. Miscellaneous. This Agreement shall be governed by and construed
in accordance with the laws of the State of Texas, other than the conflicts of
law provisions thereof.
No modification of this Agreement shall be binding unless it is in
writing and is signed by an authorized representative of the party against
whom enforcement of the modification is sought.
References to your use or benefit include any subsidiaries you may own
directly or indirectly by more than fifty percent (50%), provided that, to the
extent of their use and benefit, they comply with the restrictions herein.
Any notices required or permitted under this Agreement shall be in
writing and delivered in person or sent by registered or certified mail,
return receipt requested, with proper postage affixed.
In the event that any of the terms of this Agreement is or becomes or
is declared to be invalid or void by any court or tribunal of competent
jurisdiction, such term or terms shall be null and void and shall be deemed
severed from this Agreement and all the remaining terms of this Agreement
shall remain in full force and effect.
THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S
OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL,
REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR RELATING
TO THE SUBJECT MATTER HEREOF.