TubeWiz End user license agreement
TubeWiz Limited: Software License Agreement
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PLEASE READ ALL SECTIONS OF THIS AGREEMENT CAREFULLY.
IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE TERMS OF THIS
AGREEMENT, DO NOT DOWNLOAD OR USE THE SOFTWARE IN ANY WAY.
THIS AGREEMENT HAS LEGAL EFFECT, THE SAME AS ANY WRITTEN
AGREEMENT WHICH HAS BEEN NEGOTIATED AND SIGNED BY YOU. IT IS
BINDING AND ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY ON
WHOSE BEHALF YOU OBTAIN THE SOFTWARE (E.G. AN EMPLOYER, WHERE
THE SOFTWARE IS USED IN CONNECTION WITH ITS BUSINESS).
BY DOWNLOADING, COPYING, INSTALLING OR USING ALL OR ANY PART
OF THIS SOFTWARE YOU ARE INDICATING THAT YOU AGREE TO ALL THE
TERMS AND CONDITIONS OF THIS AGREEMENT. THIS INCLUDES:
- LIMITATIONS ON USE (SECTION 2);
- TRANSFERABILITY (SECTION 4);
- WARRANTY & LIMITATION (SECTION 6);
- GENERAL PROVISIONS (SECTION 9).
1. Interpretations
---------------
"TubeWiz Limited" is a company registered in England & Wales,
number 6505338, whose registered office address is 10 Henleaze Road,
Bristol, BS9 4EX, United Kingdom.
"Software" means all information to be licensed for use by
you by TubeWiz Limited, in accordance with the terms of this
agreement, including but not limited to program and data
computer files; images, sounds, text, clip artwork, templates
and other artistic works intended to be used with TubeWiz
Limited`s software and not licensed or purchased separately.
"Programs" and "Program Files" means any and all files
specifically provided by TubeWiz Limited as part of this
agreement, which provide functions of the Software. This
includes any installation programs (or parts thereof), but
not any Content Files. For the purposes of this licence
agreement, Program Files are considered a subset of the
Software.
"Content Files" means any and all files provided by way of
examples of software use, or intended as reusable components
of output created using the Software. For the purposes of
this licence agreement, Content files are considered a subset
of the Software.
"GNU Components" means other files that enhance the behaviour
of the Software, some of which contain executable code, but
which are not the intellectual property of TubeWiz Limited.
The legal status and usage limitations of these files are
addressed in detail in Section 3 of this agreement.
"Updates" means versions of the Software that repair or
maintain existing functionality.
"Upgrades" means versions of the Software that significantly
change or enhance the Software`s function. They are different
in kind from "Updates" insofar as the latter are primarily
intended to maintain functionality, whereas an Upgrade`s
primary purpose is to change it. Upgrades may include
Updates, but not vice-versa.
2. Licence
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2.1 The Software is a copyrighted work within the meaning of
international law. In particular, the Berne Convention and,
in the European Union, Council Directive 91/250/EEC shall
apply. It is not a physical product.
2.2 Subject to your payment of the applicable licence fee and
your full and continuing compliance with the terms of this
agreement, TubeWiz Limited grants you a non-exclusive single
user licence to use the Software on your own Computer in the
manner and for the purposes described in the Software and
this document.
2.3 You may make copies of the Software, known as "backups",
for the sole purpose and in the context of protecting against
the eventuality of computer system problems. Such copies must
only be used for recovery purposes, and not distributed to
third parties or used to circumvent any licence payments that
could otherwise reasonably be expected to be due to TubeWiz
Limited.
2.4 You may reproduce alter and re-distribute any of the
Content Files without additional charge, provided that they
are used only to enhance your own creative work, and not
distributed, sold or licensed as separate entities. Content
Files may not be used in a manner likely to infringe the
intellectual property rights of third parties, for example by
obscuring trademarks or copyright notices. You will not
attempt to claim any trademark or other intellectual property
rights in Content Files provided to you by TubeWiz Limited.
3. Intellectual Property
---------------------
3.1 The copyright, database rights and any other intellectual
property rights in the programs, data and files which
constitute the Software, together with any authorised copies
that you make in accordance with the terms of this agreement
are and remain the property of TubeWiz Limited. Except as
expressly stated herein, nothing in this agreement shall be
construed as vesting or transferring any such rights in the
Software to you and all rights not expressly granted by this
agreement are reserved by TubeWiz Limited.
3.2 All components (including without limit object and source
code) of the Software are the valuable trade secrets and
confidential information of TubeWiz Limited. You hereby agree
that you will hold all such components and information
relating to the Software confidential, and you will not at
any time, during this licence or after its expiry, disclose
the same, whether directly or indirectly, to any third party
without TubeWiz Limited`s written consent.
3.3 Notwithstanding 3.2 above, TubeWiz Limited may from time
to time redistribute software components from third parties
("GNU Components"), made available under the terms of the GNU
or similar "public" licences. GNU Components are distinct
from TubeWiz Limited`s own Software that is the subject of
this licence agreement. Nothing in this agreement shall be
construed as an attempt by TubeWiz Limited to appropriate
rights to GNU Components by distributing them, nor to pass
off the work and intellectual property of third parties as
that of TubeWiz Limited.
3.3.1 Your use of any distributed GNU Components is subject
to separate licences issued by the respective copyright
holders. The relevant licence agreements and/or source code
(where appropriate) will be distributed with them, and placed
in their installation directories, usually that of the
TubeWiz software itself, and you may review these
independently and/or uninstall the GNU Components if you do
not agree to the conditions therein.
3.3.2 In the event that you independently breach any of the
licences of the GNU Components distributed with the Software,
you agree to indemnify TubeWiz limited against any costs or
damages incurred in defending any action initiated by the
relevant GNU Components` copyright owner.
4. Restrictions
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4.1 You must not remove or alter any copyright or other
proprietary notice on the Software.
4.2 You may not reverse compile, disassemble, copy, modify,
adapt or translate any part of the Software for any purpose
whatsoever. Specifically, you may not attempt to discover the
source code of the Software, nor to disable or circumvent any
electronic or technical licence key system that may govern
use of the Software. Any attempt to do so will be considered
a repudiation of this agreement: your licence to use the
Software will automatically cease at that time.
4.3 Irrespective of whether the Software is delivered in
whole or in several parts over time, it is designed and
provided to you as a single product to be used on a single
Computer. You may not un-bundle component parts of the
Software for use on different Computers, or un-bundle or
repackage the Software for distribution, transfer or resale.
4.4 Save as may be expressly permitted herein, you shall not
assign, transfer, sell, lease, rent charge, or otherwise deal
in or encumber the Software or use the Software on behalf of
any third party or make available the same to any third
party.
5. Updates and Upgrades
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5.1 TubeWiz Limited may from time to time distribute Upgrades
and Updates to the Software, respectively to enhance the
software`s performance, or to address issues arising after
its release. All other sections of this licence agreement
will apply to such distributions as if they were the original
software.
5.2 After you install an Update or Upgrade, you may continue
to use the previous version in accordance with its license
agreement only if:
5.2.1 The Upgrade or Update and all previous versions are
installed on the same computer; and,
5.2.2 The previous versions or copies thereof are not
transferred to another computer unless all copies of the
Update or Upgrade are also transferred to that computer.
5.3 No other use of the previous version(s) is permitted
after permanent installation of an Update or Upgrade.
Upgrades and Updates may be licensed to you subject to
additional or different terms that those contained in this
agreement. Should such terms apply you will be made aware of
them at the time of distribution, and given the opportunity
to decline or accept them.
5.4 Acceptance and deployment of updates remains at your
discretion. Notwithstanding any common-law duty of care,
should any malfunction introduced by an update become
apparent, you agree that TubeWiz Limited`s entire liability
will be in accordance with Section 6 below.
6. Warranty & Limitations
----------------------
6.1 Trial versions of the Software are made available for you
to evaluate its suitability for your purposes, and its
compatibility with your computer and associated software. As
TubeWiz Limited has no ultimate control over the environment
in which you choose to use the Software, assessment of
suitability and compatibility is ultimately your
responsibility. IF YOU CONSIDER THE SOFTWARE UNSUITABLE FOR
YOUR NEEDS OR INCOMPATIBLE WITH YOUR SYSTEM, YOU SHOULD
UNINSTALL THE TRIAL VERSION AND NOT PROCEED TO PURCHASE A
LICENCE. If at any time you request the purchase of a
licence, TubeWiz Limited will supply it ONLY on the basis
that you have conducted your own evaluation, and therefore
already found that the product is suitable and functional for
your purposes, and is compatible with your computer and
associated software.
6.2 TUBEWIZ LIMITED DOES NOT WARRANT THAT THE USE OF THE
SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS, nor that the
operation of the Software to access to any websites or online
services will be uninterrupted, nor that the Software will be
free from minor errors or defects which do not materially
affect its performance otherwise.
6.3 If at any time the licensed Software does not perform
materially in accordance with the trial version, the entire
liability of TubeWiz Limited and its distributors and your
exclusive remedy will be (subject to clause 6.5 below), at
TubeWiz Limited`s discretion, constrained to either
replacement of the Software or refund of the licence fee you
paid for the Software. TubeWiz shall not be liable to you for
loss of profits, goodwill or any type of special indirect or
consequential loss (including loss or damage suffered by you
as a result of an action brought by a third party) even if
such loss was reasonably foreseeable or you had advised
TubeWiz of the possibility of loss beforehand.
6.4 TubeWiz shall have no liability as a result of any
attempt by you to change, modify, reverse compile or in any
other way alter the Software.
6.5 This agreement does not diminish any of your rights as a
consumer. This agreement will not prejudice the statutory
rights of any party dealing as a consumer. Nothing in this
clause shall, however, confer any right or remedy upon you to
which you would not otherwise be legally entitled.
6.6 All other warranties implied by law in any jurisdiction
are hereby limited, and the provisions of this clause 6 are
to be in lieu of any other warranties, conditions, terms or
statements, to the fullest extent permitted by law in your
jurisdiction.
7. Export Rules
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You agree that the Software will not be shipped, transferred
or exported into any country or used in any manner which is
prohibited by export laws, restrictions or regulations of any
jurisdiction. In addition, if the Software is identified as
an export controlled item under the Export Laws, you
represent and warrant that you are not a citizen of, or
located within, an embargoed or otherwise restricted, and
that you are not otherwise prohibited under the Export Laws
from receiving the Software. All rights to use the Software
are granted on condition that such rights are forfeited if
you fail to comply with the terms of this agreement.
8. Governing Law
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8.1 This agreement will be governed by and construed in
accordance with the laws of England & Wales and the Parties
hereby submit to the exclusive jurisdiction of the Courts of
England and Wales.
8.2 The English language version of the contract shall be
regarded as the authoritative version notwithstanding that it
may have been translated into some other language.
8.2 This agreement will not be governed by the conflict of
law rules of any jurisdiction or the United Nations
Convention on Contracts for the International Sale of Goods,
the application of which is expressly excluded.
9. General Provisions
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9.1 If any provision of this agreement is held by any
competent authority to be invalid or unenforceable in whole
or in part, the validity of the other provisions and reminder
of the provision in question shall remain valid and
enforceable according to its terms.
9.2 This is the entire agreement between TubeWiz Limited and
you relating to the Software and it supersedes any prior
representations, discussions, undertakings, communications or
advertising relating to the Software.
9.3 Any notices that TubeWiz Limited wish to draw to your
attention will be displayed on our website (www.tubewiz.com)
and you are therefore advised to regularly review this site.
Any notice to TubeWiz Limited should be sent by Registered
First Class or Airmail Post to its registered office as set
out in this Agreement.
10. Notice to U.S. Government End Users:
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10.1 Commercial Items. All Software components are
"Commercial Items," as defined at 48 C.F.R. Section 2.101,
consisting of "Commercial Computer Software," as such terms
are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as
applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R.
Sections 227.7202-1 through 227.7202-4, as applicable, the
Commercial Computer Software is licensed to U.S. Government
end users (a) only as Commercial Items and (b) with only
those rights as are granted to all other end users pursuant
to the terms and conditions herein.
10.2 U.S. Government Licensing of TubeWiz Limited`s Software
and technology. You agree that when licensing TubeWiz
Limited`s Software for acquisition by the U.S. Government, or
for any contractor therefore, you will license consistent
with the policies set forth in 48 C.F.R. Section 12.212 (for
civilian agencies) and 48 C.F.R. Sections 227-7202-1 and 227-
7202-4 (for the Department of Defense).
For U.S. Government End Users, TubeWiz Limited agrees to
comply with all applicable equal opportunity laws including,
if appropriate, the provisions of Executive Order 11246, as
amended, Section 402 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974 (38 USC 4212), and Section 503 of the
Rehabilitation Act of 1973, as amended, and the regulations
at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The
affirmative action clause and regulations contained in the
preceding sentence will be incorporated by reference in this
agreement.
11. Interaction Between The Software
And Third Party Elements
--------------------------------
11.1 Should any other sections of this agreement appear to
conflict with clauses in Section 11, those in Section 11
shall be taken as overriding and correct, replacing, if
necessary, other clauses in this agreement.
11.2 Any interaction between the Software and third party
software or web sites is potentially outside the control of
TubeWiz Limited. Thus, although TubeWiz Limited will maintain
such functionality on a `best effort` basis, it is provided
on an "As Is" basis only. Nothing in this Licence should be
taken to imply any binding commitment by TubeWiz to maintain
or repair this functionality, should it be impaired or broken
by the actions of third parties or subject to other force
majeure, including but not restricted to censorship, legal
sanctions or policy or commercial decisions outside TubeWiz
Limited`s control.
11.3 TubeWiz Limited does not control, endorse or accept
responsibility for any web sites or Online Services offered
by third parties. EXCEPT AS EXPRESSLY AGREED BY TUBEWIZ
LIMITED OR ITS AFFILIATES OR A THIRD PARTY IN A SEPARATE
AGREEMENT, YOUR USE OF WEB SITES AND ONLINE SERVICES IS AT
YOUR OWN RISK UNDER THE LIMITATIONS OF SECTIONS 4 AND 6.
12. Trademarks
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12.1 The word "TubeWiz" and its associated logo are
registered trademarks and the property of TubeWiz Limited.
You hereby undertake to respect such trademarks to the full
extent of English and international law.
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[ Revision 1.04 - 07/May/2008 ]