Movavi Engine SDK for Flash Video End User License Agreement

IMPORTANT: THE MOVAVI ENGINE SDK FOR FLASH VIDEO IS COPYRIGHTED AND LICENSED, NOT SOLD. THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU AND MOVAVI LTD. USE OF THE SOFTWARE PROVIDED WITH THIS AGREEMENT (THE "SOFTWARE") CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND USING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL AND/OR USE THIS SOFTWARE. BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA.

Movavi Ltd grants to you (you are referred to herein as "you" or "Licensee"; each of Movavi Ltd. and you are referred to herein individually as a "Party" and, collectively, as the "Parties") a limited, non-transferable, non-assignable (including by operation of law or otherwise), non-exclusive, non-sub licensable right to install and use the following software for the term of this Agreement: Movavi Engine SDK for Flash Video and associated documentation (the "Software") solely for the purposes (collectively, the "Intended Purpose") of evaluating the Software and further, upon registration, for the purpose of using it to create video conversion solutions for video sharing sites, blog and forum hosting sites, and other interactive areas with the exception of online free video converting services and software for selling to end-users or businesses.

SCOPE OF GRANT.

This Software is provided in binary object and executable form only for use in connection with the Intended Purposes. You may NOT:
1. use the Software for any reason other than the Intended Purpose;
2. use the Software on more than one computer or server or allow it to be executed, operated, or used (including by the queuing of video files to be processed by the Software) by a user or users outside of Licensee's organization;
3. copy or distribute the Software or the documentation, if any, which accompanies the Software;
4. sub-license, assign, transfer, sell, distribute, rent or lease any portion of the Software;
5. reverse engineer, de-compile, disassemble, modify, translate, make any attempt to discover the source code or resources of the Software or create derivative works based on the Software;
6. publish or provide any results of tests, including without limitation benchmark tests run on the Software to any third party without Movavi’s prior written consent.

TITLE.

Title, ownership rights, and intellectual property rights in the Software shall remain with Movavi and its licensors. The Software is protected by copyright laws and treaties. Except for the license expressly granted herein, no other third party rights to any of the Software or other intellectual property of Movavi and its licensors shall be inferred or implied by this Agreement. Title and related rights in any content accessed through the Software is the property of the applicable content owner and may be protected by applicable law. This license does not give Licensee rights to such content.

TRIAL and REGISTRATION.

You are granted the right to use the Software without registration solely for the purposes of evaluating the performance of the Software. If after thorough evaluation, you wish to continue using the Software and remove the trial version restrictions (watermarks on the converted videos), then you must purchase a license for the Software and register with Movavi.com, subject always to the terms as laid out in the registration information which can be found in the documentation accompanying the Software. Important: Purchasing one license gives you the right to deploy Movavi Engine SDK for Flash Video in one single physical server machine and one single website. For the servers hosting multiple websites and for multiple physical server machines, you must purchase an appropriate number of licenses.

NO RELATIONSHIP.

The Parties are independent contractors in respect to each other; this Agreement does not create an agency, partnership, joint venture or any other similar relationship.

TERM AND TERMINATION.

The Agreement will terminate automatically (i) if Licensee fails to comply with the limitations described herein; or (ii) when license has expired.
The license is granted to Licensee for one year from the time of purchase. During the license term, Licensee is entitled to free upgrades and priority support from Movavi. After the initial term has elapsed, Licensee may purchase an Annual Update and Support contract.

NO WARRANTY:

All Software is provided "AS IS" and without warranties of any kind. All expressed or implied conditions, representations and warranties INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, OR NON-INFRINGEMENT, are disclaimed. Movavi does not warrant that the Software will be uninterrupted or error-free, that defects will be corrected, or Movavi’s websites or servers that make them available are free of viruses or other harmful components. Movavi shall have no liability for any damage to Licensee from the use of the Software, Movavi’s website, or any materials provided on that website. Licensee (and not Movavi or any of its licensors) assumes the entire cost of all necessary servicing, repair or correction.

INDEMNIFICATION:

Licensee agrees to use the Software to encode, transmit, decode and/or receive only those materials for which it has the necessary copyright permissions and/or clearances. Licensee agrees to hold harmless, indemnify and defend Movavi and its licensors, and their respective affiliates, officers, directors and employees from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising from or relating to (i) any breach by Licensee of the terms of this Agreement or (ii) any claims that Licensee has encoded, transmitted, decoded and/or received materials in violation of another party's rights or in violation of any applicable laws, rules or regulations.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MOVAVI OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE FORESEEN SUCH DAMAGES.

OPEN SOURCE SOFTWARE.

Licensed Software is distributed with the LAME mp3 encoder (lame_enc.dll) (the "LAME Library" and the "Open Source Software"); however, the LAME mp3 encoder is not subject to the restrictions of this EULA. The LAME Library is free software distributed under the LGPL. See the LAME GPL and http://www.mp3dev.org/mp3/ for more details. The Open Source Software comes WITHOUT ANY WARRANTY whatsoever including, without limitation, the implied warranties of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. You are entitled to receive a copy of the original source code to any of the Open Source Software along with any modifications made to it. Movavi will, at your request, provide you with a copy of the source code for any of the Open Source Software for the cost of performing the distribution. Licensee bears sole responsibility for ensuring that it has the right to use and pays all royalties connected with the use of any third-party intellectual property that is used by any of the Open Source Software.

THIRD PARTY SOFTWARE.

ANY THIRD-PARTY SOFTWARE, INCLUDING ANY THIRD PARTY'S PLUG-IN THAT MAY BE PROVIDED WITH OR RECOMMENDED FOR USE WITH THE LICENSED SOFTWARE IS INCLUDED OR RECOMMENDED FOR USE AT YOUR SOLE DISCRETION. IF YOU CHOOSE TO USE SUCH THIRD PARTY SOFTWARE, THEN YOUR USE SHALL BE GOVERNED BY THE CORRESPONDING THIRD PARTY'S LICENSE AGREEMENT. MOVAVI IS NOT RESPONSIBLE FOR ANY THIRD PARTY SOFTWARE AND SHALL HAVE NO LIABILITY FOR YOUR USE OF THIRD PARTY SOFTWARE. USE OF SUCH SOFTWARE MAY REQUIRE ACQUIRING ADDITIONAL LICENSE RIGHTS FROM THIRD PARTIES AND/OR PAYMENT OF ADDITIONAL LICENSE FEES AND/OR ROYALTY FEES, AND YOU ARE SOLELY RESPONSIBLE FOR AQUIRING ANY SUCH RIGHTS AND PAYMENT OF ANY SUCH FEES.

GOVERNING LAW.

This Agreement shall be governed by, construed and enforced in accordance with the laws of the Seychelles. Causes of action between the parties shall be heard exclusively in a court of competent jurisdiction in The Seychelles, each party hereby submitting to the jurisdiction of such courts and expressly waiving the right to bring suit in all other courts. ATTORNEY COSTS. If any action is brought by either party to this Agreement against the other party regarding the subject matter hereof, the prevailing party shall be entitled to recover, in addition to other relief granted, reasonable attorneys' fees and expense of litigation.

SEVERABILITY.

If any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not, in any way, be affected or impaired thereby in any other jurisdiction and the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

WAIVER.

No failure or delay on the part of Movavi in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power preclude any further exercise of any right or power hereunder. Any waiver by Movavi of any provision of this Agreement shall not operate or be construed as a waiver of any other provision hereof, and such waiver shall relate only to the specific instance for which it is given.

ENTIRE AGREEMENT.

Unless Licensee and Movavi have agreed otherwise by execution of a separate written license agreement, this is the entire agreement between Licensee and Movavi and supersedes all prior agreements, commitments or representations of any kind, oral or written relating to the Software.