Carefully read the Terms and Conditions of this Agreement before downloading the MpegTV player SOFTWARE.
By Clicking on the "ACCEPT" button, you are consenting to be bound by this Agreement. If you do not agree with the terms and Conditions of this Agreement, click the "DECLINE" button and the Registration/Licensing process will not continue.
MpegTV PLAYER SOFTWARE LICENSING AGREEMENT
REDISTRIBUTION NOT PERMITTED
| Agreement | means this entire agreement between you ("CUSTOMER") and MpegTV, LLC ("MpegTV"); this agreements is executed by clicking on the "ACCEPT" button below; |
| MpegTV | means MpegTV, LLC, a California Limited Liability Company; |
| Customer | means you as an individual or the company you represent or the organization you represent, licensed under this Licensing AGREEMENT for MpegTV MPEG-1 player SOFTWARE; |
| SOFTWARE | means all copies of the MpegTV MPEG-1 player software (mtvp) owned by MpegTV which is supplied by MpegTV to the CUSTOMER in COMPILED EXECUTABLE OBJECT CODE form; including any program documentation as supplied with the SOFTWARE; |
| License Fees | means the charges payable for SOFTWARE; |
| Intellectual Property Rights | means any and all rights, of whatever nature and wherever granted or recognized, in patents, trademarks, service marks, trade names, service names, inventions, copyrights, processes, formulae, logos, trade secrets, industrial models, customer lists, designs, methodologies, computer programs (including all source codes) and related documentation, technical information, manufacturing, engineering and technical drawings, know-how and all pending applications for and registrations of patents, trademarks, service marks and copyrights. |
| Host ID | means hexadecimal number that identifies CUSTOMER's host(s). |
| Host(s) | means the host or group of hosts owned by the CUSTOMER and on which MpegTV agrees for CUSTOMER to install SOFTWARE. |
| License Key | means a single encrypted ASCII string that allows CUSTOMER to use SOFTWARE on selected HOST(S); |
2.1 In consideration of the payment by CUSTOMER of the LICENSE FEE and subject to the conditions herein, MpegTV hereby grants CUSTOMER a nontransferable, nonexclusive limited right to use the SOFTWARE for the purpose of playing MPEG-1 streams on a limited number of host(s) identified by their HOST IDs for which LICENSE KEYS will be assigned to CUSTOMER by MpegTV.
CUSTOMER acknowledges and agrees that nothing contained in this AGREEMENT shall be construed as conveying title to the intellectual property to SOFTWARE or any part thereof and that title to all copies of the SOFTWARE remains in MpegTV or in any third parties from which MpegTV has acquired license rights.
2.2 CUSTOMER shall be solely responsible for installation of the SOFTWARE on its own host(s) and agrees not to copy the SOFTWARE except as made necessary for back-up processes.
2.3 CUSTOMER agrees not to attempt to modify, reverse engineer, reverse compile or disassemble any portion of the SOFTWARE.
2.4 CUSTOMER agrees not to remove any proprietary notices or labels on the SOFTWARE.
3.1 CUSTOMER agrees to pay the LICENSE FEE for use of SOFTWARE for either a 1-Pack, a 5-Pack or a 10-Pack, and this payment shall determine the number of copies of the SOFTWARE the CUSTOMER is allowed to make: respectively 1, 5 or 10 copies.
3.2 The LICENSE FEE will be paid by the CUSTOMER prior to delivery of the SOFTWARE.
MpegTV warrants that the media on which SOFTWARE is furnished will be free of defects in materials and workmanship under normal use for a period of ninety (90) days from the date of purchase, as evidenced by a copy of the receipt. Otherwise, SOFTWARE is provided "AS IS," without a warranty of any kind. This warranty extends only to CUSTOMER as the original CUSTOMER. CUSTOMER's exclusive remedy and MpegTV's entire liability under this warranty will be the correction of defects in media or replacement of the media, or, if correction or replacement is not reasonably achievable by MpegTV, the refund to CUSTOMER of the LICENSE FEE paid, upon return of SOFTWARE. Such a refund by MpegTV to CUSTOMER of the LICENSE FEE paid, would incur immediate termination of this AGREEMENT. If the media is subjected to accident, abuse, or improper use; or if CUSTOMER violates the terms of this AGREEMENT, then this warranty shall immediately be terminated.
EXCEPT AS SPECIFIED IN THIS LICENSE AGREEMENT, ALL EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, ARE HEREBY EXCLUDED. NO MPEGTV DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.
5.1 MPEGTV AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, RELATING TO ANY ASPECT OF ANY SOFTWARE OR RELATED SERVICE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR QUALITY OR THAT THE USE OF THE SOFTWARE WILL NOT INFRINGE ANY PATENT, COPYRIGHT OR TRADEMARK. MPEGTV AND ITS SUPPLIERS WILL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY THE CUSTOMER OR THIRD PARTY ON ACCOUNT OF, OR ARISING FROM, THE USE OF THE SOFTWARE. MPEGTV AND ITS SUPPLIERS DO NOT WARRANT THAT ANY SOFTWARE WILL MEET CUSTOMER REQUIREMENTS OR THAT ITS OPERATION OR USE WILL BE ERROR-FREE.
5.2 UNDER NO CIRCUMSTANCES AND IN NO EVENT AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL MPEGTV OR ITS SUPPLIERS OR RESELLERS OR MANUFACTURERS OR SUBCONTRACTORS BE HELD RESPONSIBLE OR LIABLE FOR ANY LOST REVENUES, LOST PROFITS, LOST DATA, OR OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING OUT OF THE PERFORMANCE OF THE AGREEMENT OR FROM CUSTOMER'S OR ANY OTHER PARTY'S USE OF OR INABILITY TO USE EQUIPMENT, SERVICES OR SOFTWARE EITHER SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT OR FOR COMMERCIAL LOSS OF ANY KIND, EVEN IF MPEGTV OR ITS SUPPLIERS ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL MPEGTV OR ITS SUPPLIERS BE HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY CUSTOMER TO MPEGTV UNDER THIS AGREEMENT. MPEGTV AND ITS SUPPLIERS SHALL NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY A THIRD PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF OR THE INABILITY TO USE THE SOFTWARE. CUSTOMER ASSUMES ALL RISKS AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY OF CUSTOMER OR OTHERS ARISING OUT OF USE OR POSSESSION OF THE EQUIPMENT, SERVICES AND SOFTWARE PROVIDED HEREUNDER. THIS PARAGRAPH SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
The SOFTWARE is not fault-tolerant and is not designed, manufactured or intended for use or resale as on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines, or weapons systems, in which the failure of the SOFTWARE could lead directly to death, personal injury, or severe physical or environmental damage ("High Risk Activities"). MpegTV and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
7.1 This AGREEMENT is until terminated in accordance to this AGREEMENT.
7.2 MpegTV may terminate this AGREEMENT immediately without notice to the CUSTOMER if CUSTOMER fails to comply with any provision of this AGREEMENT.
7.3 Upon termination of this AGREEMENT, CUSTOMER will immediately cease to make use of the SOFTWARE or any part of it and will destroy any partial and complete copies of the SOFTWARE which are in its possession or control, including back-up copies. The conditions of the clauses regarding confidentiality and publicity, Intellectual Property Rights and Law and Jurisdiction shall survive, notwithstanding the termination of this AGREEMENT.
8.1 All Video, audio and other content accessed through SOFTWARE is the property of the applicable content owner and may be protected by applicable copyright law. This License AGREEMENT for SOFTWARE gives you no right to such content. MpegTV disclaims any liability for misuse of such content.
8.2 If the SOFTWARE becomes or is likely to become the subject of an action or claim for patent or copyright or other intellectual property right infringement, the continued use of the SOFTWARE may be procured for the CUSTOMER by the substitution of equally suitable software or by the modification of SOFTWARE. Provided however, that in the event that none of the foregoing alternatives is made available to the CUSTOMER and the latter must cease to use the SOFTWARE, MpegTV accepts no responsibility for any loss or damage whatsoever arising as a result of or in connection with the inability to use the SOFTWARE.
9.1 Ownership rights, Title to and patent copyright and all other intellectual property rights in SOFTWARE, any MpegTV Equipment, software, operating manuals and associated documentation, made available as part of any Service or otherwise generated in connection with this AGREEMENT, shall remain the absolute property of MpegTV or its licensers. The SOFTWARE is protected by the copyright laws and treaties.
CUSTOMER acknowledges that it owns no patent copyright or other intellectual property rights whatsoever in the SOFTWARE and agrees that it will reproduce and apply any copyright and proprietary notices included on or in the SOFTWARE to any copies thereof, in whole or in any form.
9.2 The CUSTOMER shall keep any SOFTWARE and any other material containing MpegTV's Intellectual Property Rights in confidence and shall ensure that it is not copied, disclosed or used other than as authorized under this AGREEMENT.
9.3 The CUSTOMER shall not make any modification to any SOFTWARE without MpegTV's prior written consent. The Intellectual Property Rights in any permitted modifications shall vest in MpegTV.
The CUSTOMER shall indemnify MpegTV against claims, proceedings and expenses arising from infringements occasioned by the CUSTOMER's use of the SOFTWARE or the Support Service as described in the Service Schedule, or any item provided as part of the Support Service, in conjunction with other apparatus or software not supplied by MpegTV, or to infringements occasioned by designs or specifications made by the CUSTOMER.
11.1 CUSTOMER will hold information relating to the operation, installation, design and use of the SOFTWARE ("Proprietary Information") in confidence and will not make any disclosure of the Proprietary Information to any third party without prior written approval from MpegTV.
SOFTWARE is confidential and proprietary information of MpegTV and/or its licensers. CUSTOMER agrees to take adequate steps to protect SOFTWARE from unauthorized disclosure or use.
11.2 The obligations of CUSTOMER under this Section will survive any termination of the rights under this AGREEMENT.
11.3 This section 12 shall not apply to information which is:
11.3.1 in the public domain other than in breach of this AGREEMENT.
11.3.2 in the possession of the receiving party before such divulgence has taken place; and
11.3.3 obtained from a third party who is free to divulge the same.
If CUSTOMER is acquiring SOFTWARE including accompanying documentation on behalf of the U.S. Government, it shall be subject to "Restricted Rights", as that term is defined in the Federal Acquisition Regulations ("FARs") in paragraph 52.227-19(c)(2), or its equivalent paragraph in the DOD Supplement to the FARs or successor provision. Contractor/Manufacturer is:
MpegTV, LLC, 90 Divisadero Street #15, San Francisco, California 94117.
13.1 This AGREEMENT is made under, shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict-of-laws principles. This AGREEMENT is the entire agreement between CUSTOMER and MpegTV relating to SOFTWARE and: (i) supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (ii) prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties during the term of this AGREEMENT. No modification to this AGREEMENT will be binding, unless in writing and signed by a duly authorized representative of each party.
13.2 The CUSTOMER agrees to indemnify MpegTV against all costs, claims, demands, actions and proceedings which arise from the CUSTOMER's use of SOFTWARE or any support service and which are threatened or brought against MpegTV by another party.
SOFTWARE and/or Support Service may comprise equipment, software, services, technical information, training materials or other technical data which, because of their origin, or otherwise, are subject to the United States of America export control regulations or the laws or regulations of another country. CUSTOMER agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import SOFTWARE. The CUSTOMER acknowledges that CUSTOMER does not intend at any time to re-export any items of USA origin to any proscribed destination.
The CUSTOMER may not assign or otherwise transfer all or part of this
AGREEMENT to any other party without the prior written agreement of MpegTV,
which shall not be unreasonably withheld. MpegTV reserves the right to
assign all or part of this AGREEMENT at any time to any of its subsidiaries
or parent companies.
PLEASE ACCEPT OR DECLINE THIS LICENSE: