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- EVALUATION LICENSE
-
-
-
- THIS AGREEMENT PRESCRIBES THE TERMS AND CONDITIONS ON WHICH
- YOU MAY USE THE ENCRYPTED, EXECUTABLE SOFTWARE PROGRAMS AND
- ASSOCIATED DOCUMENTATION AND FILES ACCOMPANYING THIS AGREEMENT
- (COLLECTIVELY, THE "SOFTWARE").
-
- READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT
- CAREFULLY BEFORE USING OR DOWNLOADING THE SOFTWARE. BY DOING
- EITHER, YOU AND YOUR COMPANY (COLLECTIVELY, THE "LICENSEE") ARE
- ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF
- YOU OR YOUR COMPANY ARE NOT WILLING TO BE BOUND BY THIS AGREEMENT,
- DO NOT USE OR DOWNLOAD THE SOFTWARE.
-
- VARIOUS PATENTS, COPYRIGHTS AND OTHER INTELLECTUAL PROPERTY
- RIGHTS PROTECT THE SOFTWARE. THIS AGREEMENT IS A LICENSE AGREEMENT
- THAT GIVES LICENSEE LIMITED RIGHTS TO USE THE SOFTWARE AND NOT AN
- AGREEMENT FOR SALE OR FOR TRANSFER OF TITLE. MOTION PIXELS RESERVES
- ALL RIGHTS NOT EXPRESSLY GRANTED BY THIS AGREEMENT.
-
- 1. License Grant.
-
- On the terms and conditions of this Agreement, Motion Pixels grants Licensee a
- nonexclusive, nontransferable license to use the Software only in encrypted, machine-readable
- object code form, only on one computer at any time and only for Licensee's own evaluation of
- the Software.
-
- 2. Property Rights and Restrictions.
-
- 2.1 Ownership. Licensee acknowledges that the Software, all enhancements,
- corrections and modifications to the Software (regardless whether made by Motion Pixels,
- Licensee or anyone else) and all patents, copyrights, trade secrets, trademarks and other
- intellectual property rights protecting or pertaining to any aspect of the Software (or any
- enhancements, corrections or modifications) are and shall remain the sole and exclusive property
- of Motion Pixels and, where applicable, Motion Pixels' suppliers. This Agreement does not
- convey title or ownership to Licensee, but instead gives Licensee only the limited right to use the
- software set forth in Section 1.
-
- 2.2 Use Restrictions. Except as set forth in Section 1, Licensee has no right
- to use, make, sublicense, modify, distribute or copy originals or copies of the Software or permit
- anyone else to do so. Licensee may use the software only to evaluate the Software's functions.
- Licensee may make no other use of the Software, including without limitation any use of the
- Software as part of any kind of video compression product or service, or for any kind of
- commercial purpose of any nature. Further, licensee shall not transmit or broadcast any
- information compressed using the Software, or use the Software to replay any information
- broadcast or transmitted, by any means now known or developed in the future, including without
- limitation any computer network, telephone connection, coaxial or fiber optic connection, or
- electromagnetic transmission.
-
- 2.3 Proprietary Notices and Trademark. Licensee shall not remove any
- patent, copyright or trademark or other intellectual property notices that may appear on any part
- of the Software. Licensee also shall ensure that Motion Pixels' trademark always appears exactly
- where the Software places it on all video images that Licensee may create using the Software.
-
- 2.4 Trade Secrets. Licensee acknowledges that the Software, in its source
- code form, contains valuable trade secrets belonging to Motion Pixels. Licensee may not reverse
- engineer, decompile, disassemble or otherwise translate any software. Licensee may not copy
- any concepts, ideas, or techniques demonstrated by the use of the Software.
-
- 2.5 Remedies. Licensee acknowledges that money damages may not be an
- adequate remedy for any breach or violation of any requirement set forth in this Section 2 and
- that any such breach or violation may leave Motion Pixels without an adequate remedy at law.
- Licensee therefore agrees that, in addition to any other remedies at law, in equity or under this
- Agreement, Motion Pixels shall be entitled to obtain injunctive relief from a court of competent
- jurisdiction to restrain any such breach or violation.
-
- 3. No Warranty.
-
- Licensee acknowledges that Motion Pixels is releasing the Software free of charge on an
- experimental basis only. MOTION PIXELS IS PROVIDING THE SOFTWARE "AS IS"
- WITHOUT MAKING ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND.
- MOTION PIXELS DISCLAIMS ALL WARRANTIES, CONDITIONS OR
- REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH
- RESPECT TO THE SOFTWARE, INCLUDING ANY AND ALL IMPLIED WARRANTIES
- OF MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR
- PURPOSE.
-
- 4. No Damages.
-
- BECAUSE MOTION PIXELS IS RELEASING THE SOFTWARE FREE OF
- CHARGE, MOTION PIXELS SHALL NOT BE LIABLE TO LICENSEE OR ANY OTHER
- PERSON OR ENTITY IN CONTRACT, TORT OR OTHERWISE FOR ANY DAMAGES OF
- ANY KIND, WHETHER FOR BREACH OF WARRANTY OR OTHERWISE, INCLUDING
- WITHOUT LIMITATION ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL,
- EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM LICENSEE'S USE OF THE
- SOFTWARE.
-
- 5. Miscellaneous.
-
- The laws of the State of Arizona will govern this Agreement and its interpretation, and
- Licensee consents to the jurisdiction and venue of the Arizona Superior Court in Maricopa
- County, Arizona or the United States District Court for the District of Arizona as the exclusive
- forum for all disputes concerning this Agreement or the Software. The prevailing party in any
- action arising from this Agreement may recover its reasonable attorneys' fees and costs from the
- losing party. The invalidity or unenforceability of any provision in this Agreement shall not
- affect the validity or enforceability of the rest of this Agreement. Either party's failure to enforce
- any right granted by this Agreement shall not be deemed a waiver of that party's right to enforce
- any other right or to take action in response to any other breach.