Software License Agreement
This is a software license agreement for Softvelum SDK products
This Software License Agreement is between Softvelum (as defined in Section 1) referred to as "Company", and the customer subscribing Softvelum services ("Developer" or “you”) each a “party” and together the “parties”.
1.1. "Softvelum" hereinafter is Furtree Systems, Inc., a company duly incorporated under the laws of Georgia, United States of America.
1.2. "Software" hereinafter represents the libraries and source code for processing the media data, provided by Company.
2. SOFTWARE LICENSE
A. License Grant. You agree that your downloading Software indicates your acceptance of this Agreement. Upon your acceptance of this Agreement, Company grants you a non-exclusive, non-transferable, limited license for Software to install and use a copy of the Software, without the right to grant sub-licenses, as set forth in this Agreement (“License”).
B. Re-distribution. Re-sale or re-distribution of Software or its parts outside of Developer's organization is forbidden.
C. Title. Title to the Software is not transferred to Developer. Ownership of all copies of the Software and of copies made by Developer is vested in Company, subject to the rights of use granted to Developer in this Agreement.
D. Derivatives. This License grants the right to create and distribute the products using the Software only if the Software is linked into the products and cannot be obtained other than by reverse engineering.
E. Reverse Engineering. Except and to the limited extent as may be otherwise specifically provided by applicable law in the European Union, Developer may not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatsoever, directly or indirectly, or disclose any of the foregoing, except to the extent Developer may be expressly permitted to decompile under applicable law in the European Union, if it is essential to do so in order to achieve operability of the Software with another software program, and Developer have first requested Company to provide the information necessary to achieve such operability and Company has not made such information available. Company has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Company or obtained by you, as permitted hereunder, may only be used by Developer for the purpose described herein and may not be disclosed to any third party or used to create any software which is substantially similar to the expression of the Software. Requests for information from users in the European Union with respect to the above should be directed to Company.
F. NO GUARANTEE. THE SOFTWARE IS NEITHER GUARANTEED NOR WARRANTED TO BE ERROR-FREE NOR SHALL ANY LIABILITY BE ASSUMED BY COMPANY IN THIS RESPECT. NOTWITHSTANDING ANY SUPPORT FOR ANY TECHNICAL STANDARD, THE SOFTWARE IS NOT INTENDED FOR USE IN OR IN CONNECTION WITH, WITHOUT LIMITATION, THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL EQUIPMENT, MEDICAL DEVICES OR LIFE SUPPORT SYSTEMS, MEDICAL OR HEALTH CARE APPLICATIONS, OR OTHER APPLICATIONS WHERE THE FAILURE OF THE SOFTWARE OR ERRORS IN DATA PROCESSING COULD LEAD TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. DEVELOPER IS SOLELY RESPONSIBLE FOR THE ACCURACY AND ADEQUACY OF THE SOFTWARE AND ANY DATA GENERATED OR PROCESSED BY THE SOFTWARE FOR YOUR INTENDED USE AND DEVELOPER WILL DEFEND, INDEMNIFY AND HOLD COMPANY, ITS OFFICERS AND EMPLOYEES HARMLESS FROM ANY THIRD PARTY CLAIMS, DEMANDS, OR SUITS THAT ARE BASED UPON THE ACCURACY AND ADEQUACY OF THE SOFTWARE IN YOUR USE OR ANY DATA GENERATED BY THE SOFTWARE IN YOUR USE.
3. SUPPORT AND MAINTENANCE
The License does NOT include initial packages, their updates and support of the Software. Company requires an ADDITIONAL payment for software initial packages, updates, and support services. After being paid Company will provide commercially reasonable technical efforts support to Developer for the duration of the “Support Period” defined at the time of the support services payment. During the Support Period Developer may report any Software problem or error to Company. If Company determines that a reported reproducible material error in the Software exists that significantly impairs the usability and utility of the Software, Company agrees to use commercially reasonable efforts to correct or provide a usable work-around solution in an upcoming maintenance release or update, which is made available at certain times at Company’s sole discretion.
If Company, in its discretion, requests written verification of an error or malfunction discovered by Developer or requests supporting example files that exhibit the Software problem, Developer shall promptly provide such verification or files, by email, setting forth in reasonable detail the respects in which the Software fails to perform. Developer shall use reasonable efforts to cooperate in diagnosis or study of errors. Company may include error corrections in maintenance releases, updates, or new major releases of the Software. Company is not obligated to fix errors that are immaterial. Immaterial errors are those that do not significantly impact use of the Software as determined by Company in its sole discretion. Technical support only covers issues or questions resulting directly out of the operation of the Software, and Company will not provide Developer with generic consultation, assistance, or advice under any circumstances.
Updating Software may require the updating of software not covered by this Agreement before installation. Updates of the operating system and application software not specifically covered by this Agreement are your responsibility and will not be provided by Company under this Agreement. Company shall be under no obligation to provide the above technical support if, in Company’s opinion, the Software has failed due to the following conditions: (i) damage caused by the relocation of the Software to another location or CPU; (ii) alterations, modifications or attempts to change the Software without Company’s written approval; (iii) causes external to the Software, such as natural disasters, the failure or fluctuation of electrical power, or computer equipment failure; (iv) your failure to maintain the Software at Company’s specified release level; or (v) use of the Software with other software without Company’s prior written approval. It is your sole responsibility to: (i) comply with all Company-specified operating and troubleshooting procedures and then notify Company immediately of Software malfunction and provide Company with complete information thereof; (ii) provide for the security of your confidential information; (iii) establish and maintain backup systems and procedures necessary to reconstruct lost or altered files, data or programs.
4. LIMITED WARRANTY AND LIMITATION OF LIABILITY
A. Limited Warranty and Customer Remedies. Company warrants to Developer: (i) the Software will perform substantially in accordance with any accompanying documentation for a period of thirty (30) days from the date of receipt, and (ii) any support services provided by Company shall be substantially as described in Section 5 of this Agreement. Some jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to Developer. To the extent allowed by applicable law, implied warranties on the Software, if any, are limited to thirty (30) days. Company’s and its suppliers’ entire liability and your exclusive remedy shall be, at Company’s option, either (i) return of the price paid, if any, or (ii) repair or replacement of the Software that does not meet Company’s Limited Warranty and which is returned to Company with a copy of your receipt. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, abnormal use, Trojan horse, virus, or any other malicious external code. Any replacement Software will be warranted for the remainder of the original warranty period.
B. No Other Warranties and Disclaimer. THE FOREGOING LIMITED WARRANTY AND REMEDIES STATE THE SOLE AND EXCLUSIVE REMEDIES FOR COMPANY OR ITS SUPPLIERS’ BREACH OF WARRANTY. COMPANY AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS DEVELOPER MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO DEVELOPER IN YOUR JURISDICTION, COMPANY AND ITS SUPPLIERS MAKE NO WARRANTIES, CONDITIONS, REPRESENTATIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE AS TO ANY OTHER MATTERS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, INFORMATIONAL CONTENT OR ACCURACY, QUIET ENJOYMENT, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES DEVELOPER SPECIFIC LEGAL RIGHTS. DEVELOPER MAY HAVE OTHERS, WHICH VARY FROM JURISDICTION TO JURISDICTION.
C. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, COMPANY’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY DEVELOPER FOR THE SOFTWARE PRODUCT. Because some jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to Developer. In such jurisdictions, Company’s liability shall be limited to the greatest extent permitted by law and the limitations or exclusions of warranties and liability contained herein do not prejudice applicable statutory consumer rights of person acquiring goods otherwise than in the course of business. The disclaimer and limited liability above are fundamental to this Agreement between Company and Developer.
5. DEVELOPER'S LIABILITY
If Developer breaches any of the articles, Company has the right to impose on Developer a penalty.
Developer shall compensate Company in full for any damage caused by the breach by Developer of its obligations under this Agreement, including any damage caused by third parties who may receive access to the Software as a result of Developer's breach.
6. TERM AND TERMINATION
This Agreement may be terminated (a) by Developer giving Company written notice of termination by email; (b) by Company, at its option, giving Developer written notice of termination by email if Developer commits a breach of this Agreement and fails to cure such breach within ten (10) days after notice from Company. In addition, the Agreement governing your use of a previous version of the Software that Developer has upgraded or updated is terminated upon your acceptance of the terms and conditions of the Agreement accompanying such upgrade or update. Upon any termination of the Agreement, Developer must cease all use of the Software that this Agreement governs, destroy all copies then in your possession or control and take such other actions as Company may reasonably request to ensure that no copies of the Software remain in your possession or control.
7. THIRD PARTY SOFTWARE
The Software may contain third party software that requires notices and/or additional terms and conditions. By accepting this Agreement, Developer is also accepting the additional terms and conditions, if any, set forth therein.
8. LAW AND CONSTRUCTION
This Agreement shall be governed by and construed in accordance with the laws of the state of New York, United States of America.
This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior written and oral understandings of the parties with respect to the subject matter hereof. Any notice or other communication given under this Agreement shall be in writing and shall have been properly given by either of parties to the other if sent by email and acknowledged as received. This Agreement will bind and inure to the benefit of the parties and our respective heirs, personal and legal representatives, affiliates, successors and permitted assigns. The failure of either party at any time to require performance of any provision hereof shall in no manner affect such party’s right at a later time to enforce the same or any other term of this Agreement. This Agreement may be amended from time to time by Company, and your continued use of the Software shall constitute your acceptance of such amendment. In the event of a breach or threatened breach of this Agreement by either party, the other shall have all applicable equitable as well as legal remedies. Each party is duly authorized and empowered to enter into and perform this Agreement. If, for any reason, any provision of this Agreement is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of this Agreement, and this Agreement shall continue in full force and effect to the fullest extent allowed by law. The parties knowingly and expressly consent to the foregoing terms and conditions.
This agreement was updated on April, 27th, 2023.