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LICENSE
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SUBJECT OF THIS SOURCE CODE LICENSE AGREEMENT ("Agreement") is that Vidispine AB, Sweden (“Vidispine”) hereby grants to an active customer on VidiNet a license to reproduce, store, make modifications, and distribute the Work in Object (non-source) form.
0. NON-LEGALESE SUMMARY – this section is not part of the Agreement
The Vidispine Development Toolkit is provided by Vidispine to simplify your application develop-ment. You have access to and have the right to use the code in the Vidispine Development Toolkit as long as you are an active customer of Vidinet services, e.g., by running a VidiCore API instance in VidiNet, or using VidiNet Apps or Services for at least USD 50 per month.
As part of the agreement you are allowed to develop and market applications based on the code, as well as make changes to the code if needed to build your application. If you want to make the changes a permanent part of the Vidispine Development Toolkit we will ask you to transfer the Intellectual Property of that code to Vidispine.
The agreement does not allow you distribute the source code.
1. DEFINITIONS.
"Original Code" means Source Code of computer software code which is described in the Source Code notice required by Exhibit A as Original Code.
"Modifications" means any addition to or deletion from the substance or structure of either the Original Code or any previous Modifications. When Covered Code is released as a series of files, a Modification is: (i) any addition to or deletion from the contents of a file containing Original Code or previous Modifications; (ii) any new file that contains any part of the Original Code, or previous Modifications.
"Covered Code" means the Original Code, or Modifications or the combination of the Original Code, and Modifications, in each case including portions thereof.
"Software" means the Covered Code and accompanying documentation and support files including Updates (if any).
"Updates" means any patches, bug fixes, upgrades, and new versions of the Software made gen-erally available by Vidispine during the term of this Agreement.
"Source Code" means computer programming code in human readable form that is not suitable for machine execution without the intervening steps of interpretation or compilation, meaning the preferred form of the Covered Code for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an Executable Object Code, or source code differential comparisons against the Original Code. The Source Code can be in a compressed or archival form, provided the appropriate decompression or de-archiving software is widely available for no charge.
"Executable Object Code" means the computer programming code in any other form than Source Code that is not readily perceivable by humans and suitable for machine execution without the intervening steps of interpretation or compilation.
"Run-Time Module" means the Executable Object Code derived from compiling the Software to be incorporated into a Target Application as inseparably embedded code.
"Target Application" means an end-user item, such as a software product that is possibly replicated in identical form and offered for sale or licensed to third parties, or a device or system developed by Customer pursuant to a Project that contains a Run-Time Module, or any portion thereof.
"Downstream Customer" means any person or business entity that acquires the Target Application directly from the Customer or from another Downstream Customer of the Customer’s.
"Active Customer of the Vidinet Services" means a Customer that is actively using services on the Vidinet platform (www.vidinet.net). "Actively using services", means that the Customer has an API instance running on Vidinet (in trial or invoicing account) or that the Customer is using Vidinet Me-dia Services for USD 50 per month or more.
2. SOURCE CODE LICENSE.
Subject to Customer’s compliance with the terms and conditions of this Agreement, Vidispine hereby grants to Customer a non-transferable, nonexclusive, worldwide, royalty-free, license: (i) to reproduce and use the Software solely by the Customer; (ii) to store the Software in a source code repository; (iii) to create Modifications and other derivative works of the Software, solely to the extent necessary to support the development of the Target Application; (iv) to compile the Soft-ware, including any Modifications and derivative works thereof, into Run-Time Modules; (v) to re-produce an unlimited number of Run-Time Modules or Source-Code Modules for physical incorpo-ration into the Target Application; and (vi) to market, sell, and distribute the Target Application.
3. RESTRICTIONS.
Customer shall reproduce and include any and all copyright notices and proprietary rights legends, as such notices and legends appear in the original Software, on any copy of the Software, or portion thereof.
The Software may be used from a single machine, a set of machines, or a network file server con-nected via an intranet of local and remote users, but there shall be no access to the Software from any external network not being operated by or on behalf of Customer.
The Customer obliges to prohibit Downstream Customers from using the Software and Target Ap-plication unless they are an Active Customer of the Vidinet Services, unless (i) the Downstream Customers are using a service based on the Vidispine API as a service on Vidinet, running on the Customer’s account, and (ii) the Downstream Customer are prevented any rights to the Source code.
The Customer obliges to prohibit Downstream Customers from making any Modifications or Down-stream Customers should acquire additional Commercial Licenses from the Vidispine.
4. OWNERSHIP.
Vidispine represents and warrants to Customer that Vidispine has all rights in the Software neces-sary to grant the rights and license granted to Customer in this Agreement. Notwithstanding the foregoing, Vidispine and its licensors shall retain exclusive ownership of all worldwide Intellectual Property Rights in and to the Software. Customer acknowledges that this Agreement does not grant to Customer any Intellectual Property Rights in or to the Software other than the limited rights with respect to the Software as set forth in Section 2.
5. DELIVERY AND PAYMENT.
Immediately following the Effective Date, Vidispine grants Customer the right to install the Soft-ware and use the Software as set forth in Section 2 subject to the restrictions listed in Section 3. This Agreement shall be the sole and exclusive agreement governing Customer's use of the Soft-ware. There is no payment for the Software, but Customer must be an Active Customer on the Vidinet services to use the Software in any form.
6. TERM AND TERMINATION.
This Agreement shall commence upon the Effective Date and is granted in perpetuity, but may be terminated without notice in the following circumstances: if Customer is no longer an Active Cus-tomer of the Vidinet Services; if Customer breaches any term of this agreement, unless such breach is curable and is cured by Customer within thirty (30) days after notice of such breach is pro-vided by Vidispine; if Customer becomes the subject of insolvency proceedings; if Customer, being a firm or partnership, is dissolved; or if Customer destroys the Software for any reason. Upon ter-mination, Customer shall destroy any remaining copies of the Software or otherwise return or dis-pose of such material. Termination pursuant to this clause shall not affect any rights or remedies, which Vidispine may have otherwise under this license or at law. The following Sections shall sur-vive any termination of this Agreement: Sections 1, 4, 6, 8. Termination of this Agreement, if any, shall not affect any licenses or other grants of any rights, titles, or interests of Customer in or to any Run-Time Modules or the Target Application.
7. LIMITED WARRANTY.
The SOFTWARE and the DOCUMENTATION are provided "as is." Vidispine points out expressly that the software is not covered by any support agreements that the Customer or Downstream Cus-tomer may have Vidispine regarding other software or services.
EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 7 AND 8 OF THIS AGREEMENT, VIDISPINE AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND ANYWARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM, OR COURSEOF DEALING. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED "AS IS" AND THAT VIDISPINE DOES NOT WARRANT THE SOFTWARE WILL RUN UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY CUSTOMER. UNDER NO CIRCUMSTANCES WILL VIDISPINE BE LIABLE FOR ANY SPECIAL, INDIRECT,INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATUREWHATSOEVER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE SOFTWARE, EVEN IF VIDISPINE HAS BEEN ADVISED ON THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED. SUCH LIMITATION ON DAMAGES INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS OF DATA OR SOFTWARE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR IMPAIRMENT OF OTHER GOODS. IN NO EVENT WILL VIDISPINE BE LIABLE FOR THE COSTS OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
8. INFRINGEMENT INDEMNITY DISCLAIMER. Customer expressly acknowledges and agrees that although Vidispine grants the licenses to the Software set forth herein, no assurances are provided by Vidispine that the Software does not infringe the patent or other intellectual property rights of any other entity. Vidispine disclaims any liability to Customer for claims brought by any other entity based on infringement of intellectual property rights or otherwise. As a condition to exercising the rights and licenses granted hereunder, Customer hereby assumes sole responsibility to secure any other intellectual property rights needed, if any. For example, if a third-party patent license is re-quired to allow Customer to distribute the Software, it is the Customers responsibility to acquire that license before distributing the Software.
9. GENERAL. This Agreement is governed by Swedish law, excluding any principle or provision that would call for the application of the law of any jurisdiction other than Sweden.