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Software License Agreement



IMPORTANT NOTICE - READ BEFORE OPERATING THE UNIT AND USE OF THE TECHNOLOGY

PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT BEFORE OPERATING THE UNIT AND USING THE TECHNOLOGY.

PURCHASE AND USE OF THE TECHNOLOGY INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.

TERMS AND CONDITIONS

YesVideo, Inc. (YesVideo) and Customer agree that the following terms and conditions apply to the license granted under this Agreement (the "Agreement") effective on delivery of the software (the "Effective Date").

1.0 SOFTWARE LICENSE.

1.1 Rights Granted.
Subject to the terms and conditions of this Agreement, YesVideo grants Customer a perpetual, non-exclusive, non-transferable license to use the software program YesDVD (in object code only "Software") and any corresponding user manuals and documentation ("Documentation", Software and Documentation referred to together as "Technology"), to produce YesDVD products on DVD recorders from Customers home video tapes only. The term "Technology" shall include any corrections, enhancements, updates or other modifications delivered to Customer.

1.2 Copying.
Customer may not make any copies of the Technology. Customer shall have no right to copy in whole or in part the Software and the Documentation unless permitted in writing by YesVideo. Any and all copies of the Software and the Documentation made by the Customer are the exclusive property of YesVideo.

1.3 License Restrictions.
Except as allowed under this Agreement, Customer agrees not to reproduce, copy, modify, translate, reverse engineer, disassemble, de-compile or otherwise attempt, or permit others to attempt, to discover the source code of the Software, in whole or in part, except to the extent that such prohibition is restricted by applicable law. Customer agrees not to use the Software in any way to design or develop a competing software product. Customer shall not permit any parent, subsidiaries, affiliated entities or third parties to use the Software and Documentation without the prior written permission of YesVideo. Customer shall not resell or otherwise use the Software for any commercial or retail applications.

1.4 Software Ownership.
Customer acknowledges that the Software and its sequence, structure and organization are proprietary to YesVideo and that YesVideo retains exclusive ownership of the Technology. Customer agrees that YesVideo owns all intellectual and proprietary rights, including but not limited to patent, copyright, trade secret, trademark, and other proprietary rights, in and to the Technology and any corrections, bug fixes, enhancements, updates or other modifications, including custom modifications, to the Technology, whether made by YesVideo or any third party. Customer only has the right to use the Technology as expressly permitted under this Agreement.

1.5 Equitable Remedies.
Customer agrees that YesVideo's proprietary information is unique in nature and that it would be inadequate to measure only the monetary damages associated with any breach by the Customer of any of the terms and conditions of this Agreement. Accordingly, Customer agrees that if Customer breaches this Agreement, in addition to any other right or remedy available to YesVideo, YesVideo has the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. Customer further agrees that no bond or security shall be required to obtain such equitable relief and Customer hereby consents to the issuance of such injunction and to the ordering of such specific performance.

2.0 TERM AND TERMINATION.
This Agreement will commence on the Effective Date. The Agreement shall automatically terminate if Customer does not comply with any of the terms and conditions of this Agreement. Sections 1.4 ("Software Ownership"), Section 1.5 (Equitable Remedies"), 2 ("Term and Termination"), 3 ("Warranties"), 4 ("Limitation of Liability"), and 6 ("General Provisions") shall survive any termination of this Agreement. Upon termination of this Agreement, Customer will (i.) cease all use of the Technology and (ii.) promptly destroy or return to YesVideo the originals and all copies of the Technology, regardless of form or media.

3.0 WARRANTIES.

3.1 Software.
For the first thirty (30) days after purchase of the Software to Customer YesVideo warrants to Customer that the unmodified Software will substantially conform to the Documentation and be free of physical defects, when properly used on the appropriate equipment. YesVideo does not warrant that the Software will meet Customer's requirements or that operation of the Software will be uninterrupted or error-free. This warranty does not cover damage caused by improper use or neglect. The Technology is furnished "AS IS" and without warrant as to the performance or results that customer may obtain by using the Technology. To obtain the warranty service during the thirty day warranty period Customer may return the defective Technology with a description of the Problem to YesVideo. The defective Technology will be replaced during this period at no additional charge.

3.2 No Other Warranties
This limited warranty states YesVideo's sole obligation, and Customer's exclusive remedy if the Software does not conform to the Documentation. Except as specified in this Software License Agreement, YesVideo makes no express, implied or statutory warranties to Customer and disclaims all warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. No other person is authorized to make written or oral warranties on behalf of YesVideo. If local law precludes the exclusion of implied warranties, such exclusion may not apply to customer.

4.0 LIMITATION OF LIABILITY.
YesVideo will have no liability to Customer for any indirect, incidental, special, exemplary or consequential damages (including but not limited to lost profits or loss of data or use), whether based in contract, tort, strict liability or any other legal theory, even if YesVideo has been advised of the possibility of or has knowledge of the potential loss or damages. No action, regardless of form, shall be brought by Customer against YesVideo more than one (1) year after the cause of the action has occurred. If the above exclusion of incidental and consequential damages is precluded by local laws, such exclusion may not apply to Customer.

5.0 UNITED STATES GOVERNMENT PURCHASES.
The Software and Documentation are "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in 48 C.F.R. 12.212 of the Federal Acquisition Regulations ("FAR") and its successors and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995) of the Department of Defense FAR Supplement and its successors. All U.S. government Customers acquire the Software and the Documentation with only those rights set forth in this Agreement.

6.0 GENERAL PROVISIONS.

6.1 Notices.
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i.) by personal delivery when delivered personally; (ii.) by overnight courier upon written verification of receipt; (iii.) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission; or (iv.) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the addresses of each party's corporate headquarters, or such other address as either party may specify in writing.

6.2 Assignment and Successors.
This Agreement and the Technology may not be transferred, sublicensed, sold, or otherwise transferred by Customer without the prior written consent of YesVideo. This Agreement will bind and inure to the successors and assigns of Customer and YesVideo.

6.3 Disputes.
This Agreement is governed by the laws of the State of California, without application of the principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of a dispute, the prevailing party is entitled to recover reasonable legal fees and court costs.

9.7 Interpretation of Agreement.
Neither the failure nor any delay of YesVideo to exercise a right, remedy or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy or privilege by YesVideo preclude any further exercise of the same. The waiver by either party of a breach of or right under this Agreement will not constitute a waiver of any other breach or right. In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect. This Agreement may only be amended, modified or waived by written documents signed by authorized representative of YesVideo. This Agreement is the complete agreement between the parties regarding this subject matter and supersedes all previous or contemporaneous agreements, proposals and communications, written and oral.


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