eZediaMX 3.1.5

EULA - End User License Agreement

EZEDIA SOFTWARE END USER LICENSE AGREEMENT

© 2000-2006 eZedia, a division of Safari Video Networks LLC. All Rights Reserved.

ATTENTION: PLEASE READ THIS END USER SOFTWARE LICENSE AGREEMENT ("EULA") CAREFULLY BEFORE INSTALLING, COPYING OR OTHERWISE USING ANY EZEDIA SOFTWARE. BY INSTALLING, COPYING OR OTHERWISE USING ANY EZEDIA SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. AS A RESULT, IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS EULA, DO NOT INSTALL, COPY OR OTHERWISE USE ANY EZEDIA SOFTWARE.

IF YOU ARE VIEWING THIS EULA ON-SCREEN, AS PART OF THE INSTALLATION PROCESS, SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA BY CLICKING THE "AGREE/ACCEPT" BUTTON OR, IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS EULA, CLICK ON THE "DISAGREE/DECLINE" BUTTON AND DO NOT INSTALL, COPY OR OTHERWISE USE THE EZEDIA SOFTWARE.

THIS IS A LICENSE, NOT A SALE. ALL EZEDIA SOFTWARE PRODUCTS ARE LICENSED ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA (INCLUDING, WITHOUT LIMITATION, ALL APPLICABLE ADDENDUMS AND RELATED LICENSE AGREEMENTS) THAT, AMONG OTHER THINGS, DEFINE WHAT YOU MAY AND MAY NOT DO WITH ANY EZEDIA SOFTWARE PRODUCT AND CONTAIN LIMITATIONS ON DAMAGES, WARRANTIES AND/OR REMEDIES.

1. Definitions.

1.1. "eZedia" means eZedia, a division of Safari Video Networks LLC, and its successors and assigns, if any.
1.2. "Customer" or "You" means the licensee of the Software under this EULA.
1.3. "Software" means all of the contents of the files, disk(s), CD-ROM(s) or other media with which this EULA is provided, including but not limited to (i) proprietary computer information or software; (ii) third party computer information or software; (iii) digital images, stock photographs, clip art, sounds or other artistic work ("Stock Files"); and (iv) related explanatory written materials or files created by eZedia and provided to Customer in connection with all of the foregoing. ("Documentation").
1.4. "Use", "Used" or "Using" means to access, install, download, copy, or otherwise benefit from using the functionality of the Software in accordance with the Documentation for educational, business and/or personal use as described in Sections 2.1 and 2.2.
1.5. "Permitted Number" means the Software may be used on only one (1) computer unless otherwise indicated in a Related License Agreement between eZedia and Customer.
1.6. "Education" means the Software is for Use only by students and faculty of educational institutions (i.e., an accredited K-12 school, university, college, vocational school, or training institution).
1.7 "Applicable Addendum or Addendums" means the (i) Demo or Trial Version Addendum, (ii) Beta Version Addendum, (iii) eZedia Player Addendum, (iv) Not for Resale (NFR) Addendum, or (v) other addendum introduced by eZedia which, pursuant to the terms and conditions of this EULA or any other agreement between eZedia and Customer, forms part of this EULA.
1.8 "Related License Agreement or Agreements" means any (i) Site License Agreement, (ii) Volume License Agreement, (iii) Ed Pack License Agreement, or (iv) other License Agreement introduced by eZedia which, pursuant to the terms and conditions of this EULA or any other agreement between eZedia and Customer, forms part of this EULA.
2. Software License. As long as there is compliance with the terms and conditions of this EULA by Customer, eZedia grants to Customer a non-transferable, non-exclusive license to Use the Software for the purposes described in the Documentation and in this EULA. For greater certainty, Customer is exclusively responsible for the supervision, management and control of the Use of the Software and for compliance with the terms and conditions of this EULA.

2.1. General Use. Customer may Use the Software solely in object code format, solely for Customers internal business or personal purposes and solely on the Permitted Number of computers. If Customer wishes to Use the Software on additional computer(s), Customer must obtain a separate license for each such Use.
2.2. Education Use. If the Software is being licensed for Education Use, the Use of the Software is governed by the terms and conditions of this EULA, is confined to students and faculty of the educational institution that is the Customer, and is limited to the Permitted Number of computers as defined by the terms and conditions of the Related License Agreement.
2.3. Multiple Environment Software / Multiple Language Software. If the Software supports multiple platforms or languages, the total number of computers on which all versions of the Software are Used may not exceed the Permitted Number.
2.4. Network Use. Customer may Use the Software on a network or file server, provided the total number of computers on which the Software is Used does not exceed the Permitted Number.
2.5. Restrictions on Use. Customer shall not:
(a) copy the Software, except that Customer may make one copy of the Software solely for backup purposes so long as the backup copy is not Used on any other computer;
(b) assign this EULA or transfer, lease, rent, export or grant a sublicense of the Software to any third party unless authorized by eZedia in writing (any attempt to do so without such authorization shall be void);
(c) reverse engineer, decompile or disassemble the Software;
(d) disclose any of the Software or any of the technology, ideas, algorithms or information inherent therein or related thereto except to the extent that Customer can prove that the Software or any such technology, idea, algorithm or information is generally available for use and disclosure by the general public without charge and without the necessity for a license from eZedia;
(e) Use the Software to:
(i) infringe the intellectual property rights, the proprietary rights, or the rights of publicity or privacy of any third party;
(ii) violate any applicable law, statute, ordinance or regulation of any jurisdiction;
(iii) disseminate information or materials in any form or format (collectively, "Content") that Customer knows or should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable under applicable community standards; or
(iv) disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Customer, not eZedia, remains solely responsible for all Content that Customer uploads, posts, e-mails, transmits or otherwise disseminates through Customers Use of, or in connection with, the Software. All Content that Customer accesses through its Use of, or in connection with, the Software shall be at Customers sole risk, and Customer shall be solely responsible for any damage of any nature whatsoever to any person or entity resulting therefrom;
(f) ship, transfer or export the Software into any country, or Use the Software in any manner, that is prohibited by the United States Export Administration Act or by any other export laws, restrictions or regulations of the United States, Canada or any other jurisdiction.
(g) Use the Software except as expressly authorized herein; or
(h) permit any third party to Use the Software in any way that would constitute a breach of this EULA.

Any breach by Customer of this Section 2.5 shall result in the automatic termination of this EULA and Customer shall immediately cease Use of the Software.

2.6. High Risk Uses. Customer acknowledges that the Software is not fault-tolerant and is not designed, manufactured or intended for Use in hazardous environments requiring fail-safe performance (such as, without limitation, the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, life support machines or weapons systems) in which the failure of the Software could lead to death, personal injury or severe physical or environmental damage (collectively, "High Risk Activities"). Accordingly, the license granted in Section 2 excludes any High Risk Activities, and Customer agrees:

(a) not to directly or indirectly Use the Software in or in relation to any High Risk Activities; and
(b) to indemnify eZedia, it’s employees, agents, officers, licensors and affiliates, and save eZedia harmless from and against any and all losses, damages, expenses and claims of any nature whatsoever that eZedia may suffer or incur as a result of any Use of the Software in or in relation to any High Risk Activities.

Any breach by Customer of this Section 2.6 shall result in the automatic termination of this EULA and Customer shall immediately cease Use of the Software.

2.7 Third Party Software. The Software may contain third party software which requires notices to other licensees and/or compliance with additional terms and conditions. If applicable, such required third party software notices and/or additional terms and conditions are located at www.ezedia.com/eula/ and are hereby incorporated by reference into this EULA and form an integral part hereof.
2.8. Right to Audit. Customer acknowledges and agrees that eZedia has the right to audit Customers Use of the Software in such reasonable manner as eZedia may consider appropriate. Except as provided in Sections 2.5 and 2.6 (for which eZedia has the right to automatically terminate this EULA), in the event any such audit determines that Customer is in breach of any provision of this EULA, Customer shall remedy any such breach to the satisfaction of eZedia within 10 days of being notified in writing by eZedia of such breach, failing which eZedia may immediately terminate this EULA on written notice of termination to Customer. Remedial action may include payment by Customer to eZedia of additional license fees, for historical Use, for current/future Use, or both.
2.9. Ownership and Copyright. eZedia or any of its licensors, as applicable, are the owners of all intellectual property rights (including copyright) in the Software provided to Customer by eZedia. Customer undertakes not to remove any tag, label or other identifying marking, or any copyright or restricted rights notice placed by eZedia or any of its licensors on any of the Software. Whenever Customer is authorized herein to make a copy of the Software, regardless of media, Customer shall reproduce any such tag, label or other identifying marking, or any copyright or restricted rights notice in full on that copy. Customer shall have no right, title, or interest in or to the Software except the right to Use same and then only strictly in accordance with this EULA.
2.10. Limited Warranty and Limitation of Liability. eZedia warrants to Customer that the media on which the Software is supplied to Customer will be free from defects in materials and workmanship under normal use in accordance with the Documentation and this EULA for a period of 90 days from the date of delivery of same to Customer. Should eZedia be in breach of this warranty, Customers exclusive remedy and eZedias entire liability will be the replacement or repair, in eZedia’s sole discretion, of any defective media that is returned to eZedia within the said 90 day period.
THE FOREGOING LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, EZEDIA DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE WILL MEET CUSTOMERS REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. THE SOFTWARE IS PROVIDED "AS IS" TO CUSTOMER. THE CUSTOMER ASSUMES RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE THE CUSTOMERS INTENDED RESULTS, AND FOR THE USE AND RESULTS OBTAINED FROM THE SOFTWARE. AS A RESULT, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS BORNE BY THE CUSTOMER. SHOULD THE SOFTWARE PROVE TO BE DEFECTIVE IN ANY RESPECT OTHER THAN AS ENCOMPASSED BY THE FOREGOING LIMITED WARRANTY, THE CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
EZEDIA SHALL NOT BE LIABLE, REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT UNDER THIS EULA OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY LOSSES OR DAMAGES OF ANY NATURE OR KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, LOSSES OR DAMAGES ARISING OUT OF OR RESULTING FROM USE, LOSS OR DELAY OF USE OF THE SOFTWARE, LOST OR CORRUPTED CUSTOMER OR THIRD PARTY DATA, LOST PROFITS OR LOST GOODWILL, FAILURE TO REALIZE SAVINGS, OR FOR ANY CLAIM OR DEMAND AGAINST THE CUSTOMER BY ANY THIRD PARTY, EVEN IF EZEDIA OR ANY OF ITS DEALERS, DISTRIBUTORS, OR AGENTS MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
REGARDLESS OF CIRCUMSTANCES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT UNDER THIS EULA OR IN TORT, INCLUDING NEGLIGENCE OR PRODUCTS LIABILITY, EZEDIAS CUMULATIVE LIABILITY FOR CUSTOMERS DIRECT DAMAGES ARISING OUT OF OR RESULTING IN ANY MANNER WHATSOEVER FROM THIS EULA, INCLUDING WITHOUT LIMITATION ANY UNCURED MATERIAL DEFAULT, BREACH, OR FAILURE ON THE PART OF EZEDIA UNDER THIS EULA, SHALL IN NO EVENT EXCEED THE LICENSE FEE FOR THE SOFTWARE WHICH HAS BEEN PAID BY THE CUSTOMER.

2.11. Indemnity. Customer shall indemnify eZedia and save eZedia harmless from and against any and all losses, damages, expenses or claims of any nature whatsoever eZedia may suffer or incur as a result of any breach by Customer of any provision of this EULA.
2.12. Termination. This EULA remains in effect until terminated. This EULA shall terminate immediately upon the earliest to occur of the following events:

(a) Customers discontinuance of Use of the Software; or
(b) Customers breach of any of the provisions set forth in Section 2.5 or Section 2.6, being understood by Customer that there is no cure period for any such breach; or
(c) eZedias written notice of termination to Customer if Customer breaches Section 2.9, it being understood by Customer that there is no cure period for any such breach; or
(d) eZedias written notice of termination to Customer if Customer fails to cure any other breach of this EULA within 10 days of written notice thereof from eZedia.

In the event of any termination of this EULA for any reason whatsoever, Customer shall immediately cease using the Software and shall return to eZedia within 21 days of such termination the original and all copies of the Software in any form or media or, at the option and upon the request of eZedia, destroy all such copies and certify such destruction to eZedia in writing. The provisions of Sections 2.5 to 2.18, both inclusive, of this EULA (together with, if applicable, the disclaimer at the end of Section 4.2 of the Beta Version Addendum and Section 5.2 of the eZedia Player Addendum) shall survive termination of this EULA for any reason whatsoever.

2.13. Entire Agreement and Application to Updates and Upgrades. This EULA, including any Applicable Addendums and Related License Agreements, as the case may be, constitutes the entire agreement between Customer and eZedia pertaining to Customers right to Use the Software, and supersedes all prior collateral oral or written representations or agreements related thereto. In the event that eZedia makes available to Customer an update to or upgrade from an earlier version of any eZedia software product that was governed by a prior End User License Agreement between eZedia and Customer (a "Prior EULA"), such update or upgrade will only be made available to Customer on a license exchange basis - that is, any installation, copying or Use of the update or of the upgrade shall for all intents and purposes constitute termination of the prior EULA and Customers agreement to be bound by this EULA. Thereafter, any Use by Customer of any eZedia software product (including any such update or upgrade) shall be governed by the terms and conditions of this EULA.
2.14. Applicable Law. This EULA shall be governed by the laws in force in the Commonwealth of Pennsylvania, excluding any conflict of laws principles. Customer consents to the exclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania, Montgomery County and the United States District Court for the Eastern District of Pennsylvania in all disputes and matters arising under this EULA. Customer agrees to service of process upon it by mail or by express courier.
2.15. U.S. Government Restricted Use. The Software is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in the Rights in Technical Data and Computer Software clause at DFARS 252.227 - 7013 or the Commercial Computer Software-Restricted Rights at 48 CFR 52.227 - 19, as applicable.
2.16 Severability and Non-Waiver. Each and every provision of this EULA shall be severable, one from the other, and should any court of competent jurisdiction or arbitrator(s) interpreting this EULA determine any provision hereof to be void or unenforceable, then the same shall be struck from this EULA without in any way affecting the validity of any other provision of this EULA. No waiver by eZedia of any breach of any of the provisions of this EULA by Customer shall have any effect or be binding upon eZedia unless the same shall be in writing under the authority of an authorized signing officer of eZedia, and any waiver whatsoever shall extend only to the particular breach so waived and shall not limit or affect the rights of eZedia with respect to any other or further breach.
2.17 Maintenance. This EULA does not entitle Customer to any upgrades, patches, enhancements or fixes (collectively, “Maintenance”) for or to eZedia Software, unless Customer makes separate arrangements for Maintenance with eZedia and pays the applicable fees associated with such Maintenance. Any patches, enhancements or fixes for or to the eZedia Software that may be made available by eZedia to Customer shall become part of the eZedia Software and for all intents and purposes shall be governed by the provisions of this EULA.
2.18 Applicable Language. The parties have expressly requested and required that this EULA and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce contrat et tous les documents qui sy rapportent soient rediges en anglais.

3. Demo or Trial Version Addendum. ATTENTION - IF THE SOFTWARE IS IDENTIFIED AS A DEMO OR TRIAL VERSION, USE OF THE DEMO OR TRIAL VERSION OF THE SOFTWARE IS GOVERNED BY THE TERMS AND CONDITIONS OF THE EULA AS MODIFIED BY THE TERMS AND CONDITIONS OF THIS DEMO OR TRIAL VERSION ADDENDUM.
3.1 License. eZedia hereby grants to Customer a non-transferable, non-exclusive license to Use the Demo or Trial Version of the Software (the "Demo Version"), solely in object code format, solely for Customers internal business purposes, and solely on the Permitted Number of computers at any one time.
3.2 Limited Features. The Demo Version may contain a limited number of features included in the Software, and these are the only features that Customer shall be able to Use. Extra value features and applications of the Software may not be included. All references to other applications, features, extra libraries, or other CD-ROMS that may appear in the Demo Version are not applicable.
3.3 Limited Term. Subject to Section 2.12 of the EULA, this Demo or Trial Version Addendum is effective for the number of days specified by the Software after initial installation of the Demo Version, and is not to exceed 30 days. After such period, Customer will not be able to access the Demo Version unless Customer has licensed the commercial release of the Software.

4. Beta Version Addendum. ATTENTION - IF THE SOFTWARE IS IDENTIFIED AS A BETA VERSION, USE OF THE BETA VERSION OF THE SOFTWARE IS GOVERNED BY THE TERMS AND CONDITIONS OF THE EULA AS MODIFIED BY THE TERMS AND CONDITIONS OF THIS BETA VERSION ADDENDUM. IN THE EVENT THAT YOU ARE OR BECOME AN AUTHORIZED EZEDIA BETA TEST SITE AND ARE AUTHORIZED TO TEST A BETA VERSION OF THE SOFTWARE THAT HAS NOT BEEN MADE PUBLICLY AVAILABLE BY EZEDIA, USE OF THE BETA VERSION OF THE SOFTWARE SHALL ALSO BE GOVERNED BY THE TERMS AND CONDITIONS OF SUCH OTHER AGREEMENTS ENTERED INTO BETWEEN EZEDIA AND YOU AS EZEDIA MAY REQUIRE OF ANYONE WHO WISHES TO BECOME AN EZEDIA BETA TEST SITE, INCLUDING, WITHOUT LIMITATION, EZEDIAS CONFLICT OF INTEREST AGREEMENT AND EZEDIAS BETA TESTING AGREEMENT.
4.1 License. eZedia hereby grants to Customer a non-transferable, non-exclusive license to use the Beta Version of the Software (the "Beta Version"), solely in object code format, solely for Customers internal business purposes, and solely on the Permitted Number of computers at any one time. While eZedia intends to distribute a commercial release of the Software, eZedia reserves the right not to and, if there is a commercial release of the Software, to alter prices, features, licensing terms, or other characteristics of such commercial release as eZedia considers appropriate in its sole discretion.
4.2 Use on "AS-IS" Basis and Related Disclaimer. Customer acknowledges that the Beta Version is a pre-release version, does not represent final product from eZedia, and may contain bugs, errors, and other problems that could cause system or other failures, including data loss. Consequently, THE BETA VERSION IS PROVIDED TO CUSTOMER "AS-IS", AND EZEDIA DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS, OF ANY NATURE OR KIND WHATSOEVER, TO CUSTOMER. CUSTOMER BEARS THE SOLE RISK OF ANY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER ARISING OUT OF OR ATTRIBUTABLE IN ANY MANNER WHATSOEVER TO ANY USE OF THE BETA VERSION.
4.3 Limited Features. The Beta Version contains a limited number of features included in the Software, and these are the only features that Customer shall be able to Use. Extra value features and applications of the Software may not be included. All references to other applications, features, extra libraries, or other CD-ROMS that may appear in the Beta Version are not applicable.
4.4 Limited Term. Subject to Section 2.12 of the EULA, this Beta Version Addendum is effective until 30 days after a commercial release of the Software.

5. eZedia Player Addendum. ATTENTION - IF THE SOFTWARE INCLUDES THE EZEDIA PLAYER, USE OF THE EZEDIA PLAYER IS GOVERNED BY THE TERMS AND CONDITIONS OF THE EULA AS MODIFIED BY THE TERMS AND CONDITIONS OF THIS EZEDIA PLAYER ADDENDUM.
5.1. Distribution of eZedia Player. If the Software includes the eZedia Player, Customer may freely distribute the eZedia Player provided Customer: (i) does not use the logo, name, or trade-marks of eZedia or its licensors; and (ii) reproduces any tag, label or other identifying marking, or any copyright or restricted rights notice that relates to the eZedia Player in full on any media containing the eZedia Player.
5.2. eZedia Player Indemnity. Customer acknowledges and agrees that it shall be solely responsible for all Use of the eZedia Player by any third party, and that Customer shall indemnify eZedia and save eZedia harmless from and against any and all losses, damages, expenses or claims of any nature whatsoever eZedia may suffer or incur that arise from or are attributable in any manner whatsoever to any Use of the eZedia Player.

6. Not For Resale (NFR) Version Addendum. ATTENTION - IF THE SOFTWARE IS IDENTIFIED AS A NOT FOR RESALE (NFR) VERSION, USE OF THE NOT FOR RESALE (NFR) VERSION OF THE SOFTWARE IS GOVERNED BY THE TERMS AND CONDITIONS OF THE EULA AS MODIFIED BY THE TERMS AND CONDITIONS OF THIS NOT FOR RESALE (NFR) VERSION ADDENDUM.
6.1 License. eZedia hereby grants to Customer a non-transferable, non-exclusive license to Use the Not For Resale (NFR) Version of the Software (the "NFR Version"), solely in object code format, solely to review and evaluate the Software, and solely on the Permitted Number of computers at any one time.

November 4, 2005