END USER LICENSE AGREEMENT (“EULA”)
FOR USE WITH SORENSON SQUEEZE® PRODUCTS
IMPORTANT NOTICE: THE SORENSON SQUEEZE® SOFTWARE (THE “SOFTWARE”) INCLUDES ONLINE OR ELECTRONIC DOCUMENTATION AND MAY INCLUDE ASSOCIATED MEDIA AND PRINTED MATERIALS. THE SOFTWARE IS OWNED BY SORENSON MEDIA, INC. (“SMI”) OR ITS LICENSORS AND IS PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES. SMI IS LICENSING THIS SOFTWARE TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THE EULA BELOW.
PLEASE READ THE EULA CAREFULLY BEFORE YOU USE THE SOFTWARE BECAUSE BY USING THE SOFTWARE YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU SHALL BE BOUND BY THE TERMS OF THE EULA. IF YOU DO NOT WANT TO BE BOUND BY THE TERMS OF THE EULA, YOU ARE UNAUTHORIZED TO USE THIS SOFTWARE AND YOU SHOULD RETURN IT (ALONG WITH PROOF OF PAYMENT AND ALL OTHER MATERIALS WHICH ACCOMPANIED IT) TO THE AUTHORIZED DEALER FROM WHOM YOU OBTAINED IT TO OBTAIN A FULL REFUND.
This is a legal, valid, and binding EULA between you and SMI, owner of the Software. When you purchased the Software, you did not purchase ownership of it, but purchased a right (a “license”) to use it strictly in accordance with the terms and conditions contained in this EULA. If and when you install, copy, or otherwise use the Software, you expressly enter into this EULA and agree to be bound by all such terms and conditions. Notwithstanding the foregoing, certain portions of the Software are licensed to you, under open source licenses, which may require SMI to grant you additional rights to those set forth above for those portions of the Software. Such additions license terms are listed in the “About Squeeze” section once you install the Software.
A. Subject to the terms of this EULA, SMI hereby grants you a perpetual, personal, non-sublicensable, non-transferable, nonexclusive license to use the Software only for encoding/transcoding videos on a desktop or laptop machine and only in accordance with any and all SMI-provided documentation and other instructions. You may make one copy of the Software, which shall be used for back-up or archival purposes only. The copy must contain all notices, including copyright notices, which are included on the original Software. If you copy any of the tangible documents and/or other printed materials that accompany the Software, the copies should likewise contain all notices, including copyright notices, that are included in the original documents and materials. You shall not use the software for any direct commercial purpose (such as renting use of the Software to any third party).
B. You may use the Software only on one computer. If you wish to use the Software on more than one computer you must purchase a license for each computer on which it is used.
C. You shall not utilize the Software or its “Command Line” functionality on server machines.
D. You shall not run the Software on a machine that can be accessed remotely by more than one user.
E. You shall not use watch folders (in connection with the Software) that are accessible over a network and used by multiple users.
2. Additional Restrictions on Use.
A. You shall not port, translate, reverse engineer, reverse assemble, reverse compile, decompile, disassemble or otherwise attempt to derive source code from the Software (provided that, the foregoing will not apply to the extent expressly prohibited by applicable law).
B. You shall not publish or distribute the computer images, sound files, or fonts included with the Software as computer images, sound files, or fonts.
C. You shall not use any of the computer images included with the Software unless it is allowed by the guidelines included in the documentation for the Software, and then in accordance with such guidelines.
D. You shall not use any of the computer images related to identifiable individuals or entities (if any) in a manner which suggests their association with or endorsement of any product or service.
E. You shall not alter, modify or change the Software or the source code underlying the Software, merge all or any part of it into another software product or attempt to separate any of the components of the Software.
F. Your license under this EULA shall continue for as long as you use the Software, but it will be terminated automatically if you fail to comply with the provisions of this EULA, destroy the Software in your possession, voluntarily return the Software to SMI, and/or permanently transfer it to a third party in accordance with paragraph 2.G. below. You agree, upon termination of your license, to cease all use of the Software and to erase and destroy any copy (including the hard disk copy) made for back-up or archival purposes or return such to SMI. Paragraphs 2.F, 3 and 5, as well as all license restrictions and outstanding payment obligations, shall survive the termination or expiration of this EULA.
G. Permanent Transfer of Software.
1) You shall not rent, lend, lease or otherwise distribute the Software to any third parties.
2) You may, however, permanently transfer the Software, all documentation or other printed materials accompanying it, and all of your rights under this EULA, to a third party. Upon such transfer, you must also cease all use of the Software, and erase and destroy any copy (including the hard disk copy) made for back-up or archival purposes. Thereafter, the third party to whom you permanently transferred the Software to shall be a licensee under the terms of this EULA upon its acceptance and assumption of this EULA by its initial use of the Software.
3) Notwithstanding anything to the contrary in this paragraph 2.G, you may not export or re-export the Software to any country, person, entity, or end-user subject to U.S.A. export restrictions. If you, however, permanently transfer the Software to any country, person, entity, or end-user not subject to U.S.A. export restrictions, you agree and represent that if such transfer constitutes an export or re-export to such country, person, entity, or end-user that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked, or denied your export privileges.
H. Other applicable restrictions:
1) All title and copyrights in and to the Software and any copies thereof are owned by SMI or its licensors. All title and intellectual property rights in and to the content which may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content.
2) Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Sorenson Media, Inc., 13961 Minuteman Drive, Suite 100, Draper, UT, U.S.A. 84020.
K. You understand and agree that you are subject to, and may not exceed the service limitations (such as number of SMS text messages as part of the Squeeze notifications service; GB Bandwidth or GB storage) per month, per account listed as part of the service on www.sorensonmedia.com. Additional fees may apply above these stated limitations. You understand that SMI will not be responsible for any fees charged to recipients of your SMS text messages originating from the service.
3. No Warranties/Limitation of Liability.
A. THIS SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND AND SMI HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS EULA, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.
B. UNDER NO CIRCUMSTANCES WILL SMI (OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS) BE LIABLE, IN CONNECTION WITH ANY SUBJECT MATTER OF THIS AGREEMENT, TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT MATTER OF THIS EULA, EVEN IF FORESEEABLE, (II) COST FO PROCUREMENT OF SUBSTITUTE SOFTWARE OR TECHNOLOGY, (III) MATTERS BEYOND SMI’S REASONABLE CONTROL, OR (IV) AMOUNTS IN THE AGGREGATE THAT EXCEED THE LICENSE FEES PAID BY YOU TO SMI FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, THE CAP SHALL BE US$500.00).
C. No SMI dealer, agent, or employee is authorized to make statements inconsistent with, or conflicting with, this paragraph 3.
D. Some jurisdictions do not allow the exclusions or limitations contained in this paragraph 3 so they may not apply to you. You may have other legislated rights which vary from jurisdiction to jurisdiction.
E. Licensor(s) of the Software or any of its components or subparts shall have the right to enforce the terms of this EULA against you as permitted by SMI.
4. Return Policy.
A. Return of Defective Software. You may submit a request (a “Return Request”) to return the Software if the Software does not provide the functions generally described in the documentation that accompanies the Software. Upon full investigation by Sorenson of the reported defect and confirmation by SMI’s technical support department that a defect in the Software does exist and there is no immediate fix or commercially reasonable workaround available, SMI will provide you with a full refund. In order to be eligible for the refund, you must submit the Return Request, together with a copy of your order confirmation, invoice or other proof of purchase, within thirty (30) days of purchasing the Software from SMI.
B. Products Not Eligible for Return. The following products are not eligible for a refund:
1) Any SMI product purchased from any seller other than SMI. Such products may only be returned to the seller, in accordance with such seller’s return policy, if any;
2) Not-for-resale (NFR), pirated, OEM bundled, trial or free-of charge products;
3) Products purchased from individuals, resellers or online auction sites (such as eBay or Amazon Marketplace); or
4) Products, or versions of products, that SMI no longer distributes or supports.
This Section 4 sets forth your sole remedy, and SMI’s exclusive liability, with respect to any defective Software.
5. Marketing Disclosure.
SMI shall have the right to use your company name and logo in marketing literature such as press releases, websites and product promotional materials pertaining to use of the Software to indicate that SMI has granted to you a license to use the Software.
6. Miscellaneous Provisions.
This EULA and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of Utah, without regard to the conflicts of laws provisions thereof. All disputes arising under this EULA shall be finally settled in accordance with the rules and procedures or the Judicial Arbitration and Mediation Service, Inc. by one (1) arbitrator appointed in accordance with such rules. The arbitration shall be final and take place in Salt Lake City, Utah, in the English language, and the arbitral decision may be enforced in any court. Notwithstanding the foregoing, claims for injunctive or other equitable relief may be brought by either party, at any time, before any court of competent jurisdiction. Subject to the foregoing arbitration provision, all disputes arising under this EULA shall be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal courts located in Salt Lake City, Utah. This EULA is the entire agreement between you and SMI, and supersedes any other prior or contemporaneous agreements (if any), purchase orders, communications, advertising, or representations — whether oral or written — concerning the Software. This EULA may not be changed except by a written document signed by an authorized representative of SMI which expressly refers to this EULA. Any provision hereof found by a court of competent jurisdiction to be invalid, illegal, or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect. Waiver of any provision hereof in one instance shall not preclude enforcement thereof on future occasions. Headings are for reference purposes only and have no substantive effect. Termination or expiration of this EULA shall not relieve any of the parties from performing any obligation which may have accrued prior thereto or which survives by its terms. Nothing in this EULA constitutes a waiver of SMI’s rights under the United States of America copyright laws or any other Federal or State law, nor of any of SMI’s rights under the rules or laws of any country, territory, republic, and/or province.
Should you have any questions concerning this EULA, or if you desire to contact SMI for any reason, please write to: Sorenson Media, Inc., Customer Support, 25 East Scenic Pointe Drive Suite 100, Draper, Utah 84020 or see http://www.sorensonmedia.com/support/.