|
|
Terms & Conditions
End-User License Agreement for Visix
Content Server
NOTICE TO
USER:
PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE
VISIX READER SOFTWARE ("SOFTWARE") YOU ACCEPT ALL THE TERMS AND CONDITIONS
OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE
CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN
SECTION 6; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS
ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS
AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED
THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, DO NOT
USE THIS SOFTWARE. IF YOU ACQUIRED THE SOFTWARE ON TANGIBLE MEDIA (e.g.,
CD) WITHOUT AN OPPORTUNITY TO REVIEW THIS LICENSE AND YOU DO NOT ACCEPT
THIS AGREEMENT, YOU MAY OBTAIN A REFUND OF ANY AMOUNT YOU ORIGINALLY
PAID IF YOU: (A) DO NOT USE THE SOFTWARE AND (B) RETURN IT, WITH PROOF
OF PAYMENT, TO THE LOCATION FROM WHICH IT WAS OBTAINED WITHIN THIRTY
(30) DAYS OF THE PURCHASE DATE.
Visix and its
suppliers own all intellectual property in the Software. Visix permits you
to Use the Software only in accordance with the terms of this Agreement.
Use of some third-party materials included in the Software may be
subject to other terms and conditions typically found in a separate
license agreement or "ReadMe" file located near such materials.
1. Definitions.
"Software" means (a) all of the contents of the files, disk(s), CD-ROM(s),
or other media with which this Agreement is provided, including but not
limited to (i) Visix or third-party computer information or software; (ii)
related explanatory written materials or files ("Documentation"); and
(iii) fonts; and (b) upgrades, modified versions, updates, additions,
and copies of the Software, if any, licensed to you by Visix
(collectively, "Updates"). "Use" or "Using" means to access, install,
download, copy, or otherwise benefit from using the functionality of the
Software in accordance with the Documentation. "Permitted Number" means
one (1) unless otherwise indicated under a valid license (e.g., volume
license) granted by Visix. "Computer" means an electronic device that
accepts information in digital or similar form and manipulates it for a
specific result based on a sequence of instructions. "Visix" means
Visix Incorporated, a Tenessee corporation, 270 Scientific Drive,
Suite 10, Norcross, GA 30092.
2. Software License.
As long as you comply with the terms of this Software License Agreement
(this "Agreement"), Visix grants to you a non-exclusive license to Use the
Software for the purposes described in the Documentation.
2.1 General
Use. You may install and Use a copy of the Software on your compatible
computer, up to the Permitted Number of computers.
2.2 Server Use
and Distribution.
2.2.1 Subject
to the terms of this Agreement, you may install one copy of the Software
on a computer file server within your internal network for the sole and
exclusive purpose of (a) pushing firmware updates to licensed Channel
Players using Windows Terminal Services, no other server or network use
of the Software is permitted, including but not limited to use of the
Software (i) either directly or through commands, data, or instructions
from or to another computer or (ii) for internal network, Internet, or
web hosting services.
2.3 Backup
Copy. You may make one backup copy of the Software, provided your backup
copy is not installed or used on any computer. You may not transfer the
rights to a backup copy unless you transfer all rights in the Software
as provided under Section 4.
2.4 Portable
or Home Computer Use. This Software is designed for specific multi-media
and visual messaging applications. Users may not make a second copy of
the Software for his or her exclusive use on either a portable Computer
or a Computer located at his or her home.
2.5 No
Modification. You may not alter or modify the Software or create a new
installer for the Software. The Software is licensed and distributed by
Visix for viewing, distributing, and sharing media files. You are not
authorized to integrate or use the Software with any other software,
plug-in, or enhancement which uses or relies upon the Software when
converting or transforming AxisTV files into other file formats (e.g.,
an AxisTV file into a TIFF, JPEG, or SVG file). You are not authorized
to integrate or use the Software with any (a) plug-in software not
developed in accordance with the Visix Integration Key License Agreement
or (b) other software or enhancement to programmatically interface with
the Software for the purpose of (i) saving data locally (on the same
Computer), except when allowed through the use of Document Feature(s)
that have been activated using enabling technology from Visix, (ii)
creating a file that contains data (e.g., an XML or comments file).
2.6
Third-Party Website Access. The Software allows you to access
third-party websites ("Third-Party Sites"). Your access to and use of
any Third-Party Sites, including any goods, services, or information
made available from such sites, is governed by the terms and conditions
found at each Third-Party Site, if any. Third-Party Sites are not owned
or operated by Visix. YOUR USE OF THIRD-PARTY SITES IS AT YOUR OWN RISK.
VISIX MAKES NO WARRANTIES, CONDITIONS, INDEMNITIES, REPRESENTATIONS, OR
TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM,
USAGE, OR OTHERWISE AS TO ANY OTHER MATTERS, INCLUDING BUT NOT LIMITED
TO NONINFRINGEMENT OF THIRD-PARTY RIGHTS, TITLE, INTEGRATION, ACCURACY,
SECURITY, AVAILABILITY, SATISFACTORY QUALITY, MERCHANTABILITY, OR
FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE THIRD-PARTY
SITES.
3. Intellectual Property Ownership,
Copyright Protection.
The Software and any authorized copies that you make are the
intellectual property of and are owned by Visix Incorporated
and its suppliers. The structure, organization, and code of the Software
are the valuable trade secrets and confidential information of Visix Incorporated and its suppliers. The Software is protected by
law, including without limitation the copyright laws of the United
States and other countries, and by international treaty provisions.
Except as expressly stated herein, this Agreement does not grant you any
intellectual property rights in the Software and all rights not
expressly granted are reserved by Visix and its suppliers.
4. Restrictions.
4.1 Notices.
You shall not copy the Software except as set forth in Section 2. Any
copy of the Software that you make must contain the same copyright and
other proprietary notices that appear on or in the Software.
4.2 No
Modifications. You shall not modify, adapt, or translate the Software.
You shall not reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code of the Software except to the extent
you may be expressly permitted to decompile under applicable law, it is
essential to do so in order to achieve operability of the Software with
another software program, and you have first requested Visix to provide
the information necessary to achieve such operability and Visix has not
made such information available. Visix has the right to impose reasonable
conditions and to request a reasonable fee before providing such
information. Any such information supplied by Visix and any information
obtained by you by such permitted decompilation may only be used by you
for the purpose described herein and may not be disclosed to any third
party or used to create any software which is substantially similar to
the expression of the Software. Requests for information should be
directed to the Visix Customer Support Department.
4.3 Transfer.
You may not rent, lease, sublicense, assign, or transfer your rights in
the Software, or authorize all or any portion of the Software to be
copied onto another user's computer except as may be expressly permitted
herein. You may, however, transfer all your rights to Use the Software
to another person or legal entity provided that: (a) you also transfer (i)
this Agreement, and (ii) the Software and all other software or hardware
bundled or preinstalled with the Software, including all copies,
Updates, and prior versions, to such person or entity; (b) you retain no
copies, including backups and copies stored on a computer; and (c) the
receiving party accepts the terms and conditions of this Agreement and
any other terms and conditions upon which you legally purchased a
license to the Software. Notwithstanding the foregoing, you may not
transfer education, prerelease, or not for resale copies of the
Software.
5. Updates.
If the Software is an Update
to a previous version of the Software, you must possess a valid license
to such previous version in order to Use such Update. All Updates are
provided to you on a license exchange basis. You agree that by Using an
Update you voluntarily terminate your right to use any previous version
of the Software. As an exception, you may continue to Use previous
versions of the Software on your Computer after you Use the Update but
only to assist you in the transition to the Update, provided that: (a)
the Update and the previous versions are installed on the same computer;
(b) the previous versions or copies thereof are not transferred to
another party or Computer unless all copies of the Update are also
transferred to such party or Computer; and (c) you acknowledge that any
obligation Visix may have to support the previous versions of the Software
may be ended upon availability of the Update.
6. NO WARRANTY.
The Software is being delivered to you "AS IS" and Visix makes no warranty
as to its use or performance. VISIX AND ITS SUPPLIERS 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, VISIX AND ITS SUPPLIERS 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 NONINFRINGEMENT OF THIRD-PARTY
RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. The provisions of Section 6 and Section 7
shall survive the termination of this Agreement, howsoever caused, but
this shall not imply or create any continued right to Use the Software
after termination of this Agreement.
7. LIMITATION OF LIABILITY.
IN NO EVENT WILL VISIX OR ITS
SUPPLIERS 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 AN VISIX 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. VISIX'S AGGREGATE
LIABILITY AND THAT OF ITS SUPPLIERS 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 Visix's liability to you in the
event of death or personal injury resulting from Visix's negligence or for
the tort of deceit (fraud). Visix is acting on behalf of its suppliers 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. For further information, please see
the jurisdiction specific information at the end of this Agreement, if
any, or contact Visix's Customer Support Department.
8. Export Rules.
You agree that the Software will not be shipped, transferred, or
exported into any country or used in any manner prohibited by the United
States Export Administration Act or any other export laws, restrictions,
or regulations (collectively the "Export Laws"). In addition, if the
Software is identified as export controlled items under the Export Laws,
you represent and warrant that you are not a citizen, or otherwise
located within, an embargoed nation (including without limitation Iran,
Iraq, Syria, Sudan, Cuba, North Korea, and Serbia) and that you are not
otherwise prohibited under the Export Laws from receiving the Software.
All rights to Use the Software are granted on condition that such rights
are forfeited if you fail to comply with the terms of this Agreement.
9. Governing Law.
This Agreement will be governed by and construed in accordance with the
substantive laws in force: (a) in the State of Georgia, if a license to
the Software is obtained when you are in the United States, Canada, or
Mexico. The respective courts of Gwinnett County, Georgia when Georgia
law applies. This Agreement will not be governed by the conflict of law
rules of any jurisdiction or the United Nations Convention on Contracts
for the International Sale of Goods, the application of which is
expressly excluded.
10. General Provisions.
If any part of this Agreement is found void and unenforceable, it will
not affect the validity of the balance of this Agreement, which shall
remain valid and enforceable according to its terms. This Agreement
shall not prejudice the statutory rights of any party dealing as a
consumer. This Agreement may only be modified by a writing signed by an
authorized officer of Visix. Updates may be licensed to you by Visix with
additional or different terms. This is the entire agreement between
Visix
and you relating to the Software, and it supersedes any prior
representations, discussions, undertakings, communications, or
advertising relating to the Software.
11. Notice to U.S. Government End
Users.
The Software and Documentation are "Commercial Items," as that term is
defined at 48 C.F.R. §2.101, consisting of "Commercial Computer
Software" and "Commercial Computer Software Documentation," as such
terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as
applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1
through 227.7202-4, as applicable, the Commercial Computer Software and
Commercial Computer Software Documentation are being licensed to U.S.
Government end users (a) only as Commercial Items and (b) with only
those rights as are granted to all other end users pursuant to the terms
and conditions herein. Unpublished-rights reserved under the copyright
laws of the United States. Visix Incorporated, 270 Scientific
Drive, Suite 10, Norcross, Georgia 30092, USA. For U.S. Government End
Users, Visix agrees to comply with all applicable equal opportunity laws
including, if appropriate, the provisions of Executive Order 11246, as
amended, Section 402 of the Vietnam Era Veterans Readjustment Assistance
Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act of
1973, as amended, and the regulations at 41 CFR Parts 60-1 through
60-60, 60-250, and 60-741. The affirmative action clause and regulations
contained in the preceding sentence shall be incorporated by reference
in this Agreement.
12. Compliance with Licenses.
If you are a business or organization, you agree that upon request from
Visix or Visix's authorized representative, you will within thirty (30) days
fully document and certify that use of any and all Software at the time
of the request is in conformity with your valid licenses from Visix.
13. Specific Exceptions.
13.1 You are
required to take all reasonable measures to avoid and reduce damages, in
particular to make backup copies of the Software and your computer data
subject to the provisions of this Agreement.
13.2
Prerelease Product Additional Terms. If the product you have received
with this license is precommercial release or beta Software ("Prerelease
Software"), then the following Section applies. To the extent that any
provision in this Section is in conflict with any other term or
condition in this Agreement, this Section shall supercede such other
term(s) and condition(s) with respect to the Prerelease Software, but
only to the extent necessary to resolve the conflict. You acknowledge
that the Software is a prerelease version, does not represent the final
product from Visix, and may contain bugs, errors, and other problems that
could cause system or other failures and data loss. Consequently, the
Prerelease Software is provided to you "AS-IS," and Visix disclaims any
warranty or liability obligations to you of any kind. WHERE LIABILITY
CANNOT BE EXCLUDED FOR PRERELEASE SOFTWARE, BUT IT MAY BE LIMITED, VISIX'S
LIABILITY AND THAT OF ITS SUPPLIERS SHALL BE LIMITED TO THE SUM OF FIFTY
DOLLARS (US$50) IN TOTAL. You acknowledge that Visix has not promised or
guaranteed to you that Prerelease Software will be announced or made
available to anyone in the future, Visix has no express or implied
obligation to you to announce or introduce the Prerelease Software, and
that Visix may not introduce a product similar to or compatible with the
Prerelease Software. Accordingly, you acknowledge that any research or
development that you perform regarding the Prerelease Software or any
product associated with the Prerelease Software is done entirely at your
own risk. During the term of this Agreement, if requested by Visix, you
will provide feedback to Visix regarding testing and use of the Prerelease
Software, including error or bug reports. If you have been provided the
Prerelease Software pursuant to a separate written agreement, such as
the Visix Systems Incorporated Serial Agreement for Unreleased Products,
your use of the Software is also governed by such agreement. You agree
that you may not and certify that you will not sublicense, lease, loan,
rent, assign, or transfer the Prerelease Software. Upon receipt of a
later unreleased version of the Prerelease Software or release by Visix of
a publicly released commercial version of the Software, whether as a
standalone product or as part of a larger product, you agree to return
or destroy all earlier Prerelease Software received from Visix and to
abide by the terms of the license agreement for any such later versions
of the Prerelease Software. Notwithstanding anything in this Section to
the contrary, if you are located outside the United States of America,
you agree that you will return or destroy all unreleased versions of the
Prerelease Software within thirty (30) days of the completion of your
testing of the Software when such date is earlier than the date for
Visix's first commercial shipment of the publicly released (commercial)
Software.
If you have
any questions regarding this Agreement or if you wish to request any
information from Visix, use the address and contact information included
with this product to contact the Visix office serving your jurisdiction.
Visix is a registered trademark of Visix, Inc.
in the United States and/or other countries.
|
