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VIPWEBTV SOFTWARE End User License Agreement
IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT (“EULA”) IS A LEGAL AGREEMENT BETWEEN
YOU AND VIPWEBTV.COM. READ IT CAREFULLY BEFORE COMPLETING THE INSTALLATION PROCESS AND
USING THE SOFTWARE. IT PROVIDES A LICENSE TO USE THE SOFTWARE AND CONTAINS WARRANTY
INFORMATION AND LIABILITY DISCLAIMERS. BY INSTALLING AND USING THE SOFTWARE, YOU ARE
CONFIRMING YOUR ACCEPTANCE OF THE SOFTWARE AND AGREEING TO BECOME BOUND BY THE TERMS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, THEN SELECT THE "CANCEL"
BUTTON, DO NOT INSTALL THE SOFTWARE AND RETURN THE SOFTWARE TO YOUR PLACE OF PURCHASE FOR
A FULL REFUND.
THIS EULA SHALL APPLY ONLY TO THE SOFTWARE SUPPLIED BY VIPWEBTV.COM HEREWITH REGARDLESS OF
WHETHER OTHER SOFTWARE IS REFERRED TO OR DESCRIBED HEREIN.
1. Definitions
(a) "Education Version" means a version of the Software, so identified, for use by students and faculty of educational
institutions, only.
(b) "Not For Resale (NFR) Version" means a version, so identified, of the Software to be used to review and evaluate the
Software, only.
(c) "VIPWEBTV.COM" means VIPWEBTV.COM and its licensors, if any.
(d) "Software" means only the VIPWEBTV.COM software program(s) and third party software programs, in each case,
supplied by VIPWEBTV.COM herewith, and corresponding documentation, associated media, printed materials, and online or
electronic documentation.
(e) "Trial Version" means a version of the Software, so identified, to be used only to review, demonstrate and evaluate the
Software for a limited time period. The Trial Version may have limited features, may lack the ability for the end-user to save
the end product, and will cease operating after a predetermined amount of time due to an internal mechanism within the Trial
Version.
2. License Grants
(a) You may install and use the Software on a single computer; OR install and store the Software on a storage device, such
as a network server, used only to install the Software on your other computers over an internal network, provided you have a
license for each separate computer on which the Software is installed and run. A license for the Software may not be shared,
installed or used concurrently on different computers.
(b) In the event the Software is distributed along with other VIPWEBTV.COM software products as part of a suite of products
(collectively, the “Studio”), the license of the Studio is licensed as a single product and none of the products in the Studio,
including the Software, may be separated for installation or use on more than one computer.
(c) You may make one copy of the Software in machine-readable form solely for backup purposes. You must reproduce on
any such copy all copyright notices and any other proprietary legends on the original copy of the Software.
(d) Education Versions may not be used for, or distributed to any party for, any commercial purpose.
(e) You agree that VIPWEBTV.COM may audit your use of the Software for compliance with these terms at any time, upon
reasonable notice.
(f) For VIPWEBTV software programs only:
With respect to the VIPWEBTV software programs, you do not use VIPWEBTV.COM`s name, logos or other
VIPWEBTV.COM trademarks to market your application. You agree to indemnify, hold harmless and defend
VIPWEBTV.COM from and against any loss, damage, claims or lawsuits, including attorney`s fees, that arise or result from the
use or distribution of your application.
(g) Your license rights under this EULA are non-exclusive.
3. License Restrictions
(a) Other than as set forth in Section 2, you may not make or distribute copies of the Software, or electronically transfer the
Software from one computer to another or over a network.
(b) You may not alter, merge, modify, adapt or translate the Software, or decompile, reverse engineer, disassemble, or
otherwise reduce the Software to a human-perceivable form.
(c) Unless otherwise provided herein, you may not rent, lease, or sublicense the Software.
(d) Other than with respect to a Trial Version or a Not For Resale Version of the Software, you may permanently transfer all of
your rights under this EULA only as part of a sale or transfer, provided you retain no copies, you transfer all of the Software
(including all component parts, the media and printed materials, any upgrades, this EULA, and the serial numbers), and the
recipient agrees to the terms of this EULA. If the Software is an upgrade, any transfer must include all prior versions of the
Software from which you are upgrading. You may retain no copies of the Software. You may not sell or transfer any Software
purchased under a volume discount. You may not sell or transfer any Trial Version or Not For Resale Version of the Software.
If the copy of the Software is licensed as part of the Studio (as defined above), the Software shall be transferred only with
and as part of the sale or transfer of the whole Studio and not separately.
(e) Unless otherwise provided herein, you may not modify the Software or create derivative works based upon the Software.
(f) Unless otherwise provided herein, you shall not (A) in the aggregate, install or use more than one copy of the Trial Version
of the Software, (B) download the Trial Version of the Software under more than one username, (C) alter the contents of a
hard drive or computer system to enable the use of the Trial Version of the Software for an aggregate period in excess of the
trial period for one license to such Trial Version, and (D) use the Trial Version of the Software for a purpose other than the
sole purpose of determining whether to purchase a license to a commercial or education version of the software; provided,
however, notwithstanding the foregoing, you are strictly prohibited from installing or using the Trial Version of the Software for
any commercial training purpose.
(g) You may only use the Not for Resale Version of the Software to review and evaluate the Software.
(h) You may not export the Software into any country prohibited by the Canada Export Administration Act and the regulations
thereunder.
(i) You may receive the Software in more than one medium but you shall only install or use one medium. Regardless of the
number of media you receive, you may use only the medium that is appropriate for the server or computer on which the
Software is to be installed.
(j) In the event that you fail to comply with this EULA, VIPWEBTV.COM may terminate the license and you must destroy all
copies of the Software (with all other rights of both parties and all other provisions of this EULA surviving any such
termination).
4. Upgrades
If this copy of the Software is an upgrade from an earlier version of the Software, it is provided to you on a license exchange
basis. You agree by your installation and use of such copy of the Software to voluntarily terminate your earlier EULA and that
you will not continue to use the earlier version of the Software or transfer it to another person or entity unless such transfer is
pursuant to Section 3.
5. Prior Same Version License
If this copy of the Software is licensed as part of the Studio (as defined above), and you have a prior license to the same
version, and the Studio was licensed to you with a discount based, in whole or in part, on your prior license to the same
version, the Software is provided to you on a license exchange basis. You agree by your installation and use of this copy of
the Software to voluntarily terminate your EULA with respect to such prior license and that you will not continue to install or
use such prior license of the Software or transfer it to another person or entity.
6. Ownership
The foregoing license gives you limited license to use the Software. VIPWEBTV.COM and its suppliers retain all right, title
and interest, including all copyright and intellectual property rights, in and to, the Software (as an independent work and as
an underlying work serving as a basis for any application you may develop), and all copies thereof. All rights not specifically
granted in this EULA, including Federal and International Copyrights, are reserved by VIPWEBTV.COM and its suppliers.
7. LIMITED WARRANTY AND DISCLAIMER
(a) Except with respect to the Trial Version and Not For Resale Version of the Software, VIPWEBTV.COM warrants that, for
a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt): (i) when used with a
recommended hardware configuration, the Software will perform in substantial conformance with the documentation supplied
with the Software; and (ii) the physical media on which the Software is furnished will be free from defects in materials and
workmanship under normal use.
(b) VIPWEBTV.COM PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE
TRIAL VERSION AND THE NOT FOR RESALE VERSION OF THE SOFTWARE. THE TRIAL VERSION AND THE NOT
FOR RESALE VERSION OF THE SOFTWARE ARE PROVIDED “AS IS”.
(c) EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT TO SOFTWARE OTHER
THAN THE TRIAL VERSION AND NOT FOR RESALE VERSION, VIPWEBTV.COM AND ITS SUPPLIERS DISCLAIM ALL
OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING
THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALSO, THERE IS NO
WARRANTY OF NON-INFRINGEMENT AND TITLE OR QUIET ENJOYMENT. VIPWEBTV.COM DOES NOT WARRANT
THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS OR
REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON YOU UNLESS EXPRESSLY
GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS
ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN,
CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS.
VIPWEBTV.COM SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH
PURPOSES.
(d) IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH
WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY.
(e) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIPWEBTV.COM, ITS DEALERS, DISTRIBUTORS,
AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY
WARRANTY PROVIDED HEREIN.
(f) (CANADA ONLY) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE
EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY
ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
8. Exclusive Remedy
Your exclusive remedy under the preceding is to return the Software to the place you acquired it, with a copy of your receipt
and a description of the problem. Provided that any non-compliance with the above warranty is reported in writing to
VIPWEBTV.COM no more than ninety (90) days following delivery to you, VIPWEBTV.COM will use reasonable commercial
efforts to supply you with a replacement copy of the Software that substantially conforms to the documentation, provide a
replacement for defective media, or refund to you your purchase price for the Software, at its option. VIPWEBTV.COM shall
have no responsibility if the Software has been altered in any way, if the media has been damaged by misuse, accident,
abuse, modification or misapplication, or if the failure arises out of use of the Software with other than a recommended
hardware configuration. Any such misuse, accident, abuse, modification or misapplication of the Software will void the
warranty above. THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO YOU FOR BREACH OF
EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
9. LIMITATION OF LIABILITY
(a) NEITHER VIPWEBTV.COM NOR ITS SUPPLIERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT
LIMITED TO, DAMAGES FOR THE INABILITY TO USE EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS
OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE), ARISING OUT OF THE USE OF, OR INABILITY TO USE,
THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY INCLUDING BREACH OF CONTRACT, BREACH OF
WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF VIPWEBTV.COM
OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
(b) VIPWEBTV.COM`S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE
LIMITED TO THE GREATER OF $500 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH
DAMAGE.
(c) (CANADA only) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL
OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU
MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
(d) THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND
DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
10. Basis of Bargain
The Limited Warranty and Disclaimer, Exclusive Remedies and Limited Liability set forth above are fundamental elements of
the basis of the agreement between VIPWEBTV.COM and you. VIPWEBTV.COM would not be able to provide the Software
on an economic basis without such limitations. Such Limited Warranty and Disclaimer, Exclusive Remedies and Limited
Liability inure to the benefit of VIPWEBTV.COM’s licensors.
11. U.S. GOVERNMENT RESTRICTED RIGHTS LEGEND
This Software and the documentation are provided with "RESTRICTED RIGHTS” applicable to private and public licenses
alike. Without limiting the foregoing, use, duplication, or disclosure by the U.S. Government is subject to restrictions as set
forth in this EULA and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013 (c)(1)(ii)(OCT
1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227-14, as applicable. Manufacturer: VIPWEBTV.COM, 9051 6e
av, Montreal, QC, CA H1Z4A9.
12. (Outside of the CANADA) Consumer End Users Only
The limitations or exclusions of warranties and liability contained in this EULA do not affect or prejudice the statutory rights of
a consumer, i.e., a person acquiring goods otherwise than in the course of a business.
The limitations or exclusions of warranties, remedies or liability contained in this EULA shall apply to you only to the extent
such limitations or exclusions are permitted under the laws of the jurisdiction where you are located.
13. Third Party Software
The Software may contain third party software which requires notices and/or additional terms and conditions. Such required
third party software notices and/or additional terms and conditions are located at http://www.VIPWEBTV.COM.com and are
made a part of and incorporated by reference into this EULA.
14. General
This EULA shall be governed by the internal laws of the State of Quebec, without giving effect to principles of conflict of
laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Montreal County, Quebec or
the federal courts in the Northern District of Quebec to resolve any disputes arising under this EULA. In each case this EULA
shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.
This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes
all prior or contemporaneous agreements or understandings, whether oral or written. You agree that any varying or additional
terms contained in any purchase order or other written notification or document issued by you in relation to the Software
licensed hereunder shall be of no effect. The failure or delay of VIPWEBTV.COM to exercise any of its rights under this
EULA or upon any breach of this EULA shall not be deemed a waiver of those rights or of the breach.
No VIPWEBTV.COM dealer, agent or employee is authorized to make any amendment to this EULA.
If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, that provision will be
enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and
effect.
All questions concerning this EULA shall be directed to: VIPWEBTV.COM, 9051 6e av, Montreal, QC H1Z 2T9, Attention:
General Counsel.
VIPWEBTV.COM and other trademarks contained in the Software are trademarks or registered trademarks of
VIPWEBTV.COM in the Canada and/or other countries. Third party trademarks, trade names, product names and logos may
be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade
names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software. This EULA
does not authorize you to use VIPWEBTV.COM’s or its licensors’ names or any of their respective trademarks.