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 below (4. Restrictions).
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, Inc. and its suppliers. The structure,
organization, and code of the Software are the valuable trade secrets and
confidential information of Visix, Inc. 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, Inc., 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.