PhotoAlpha distribution permissions and end-user license agreement

CONSOLIDATED VIDEO PHOTOALPHA 1.0 End User License Agreement NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING, IN PARTICULAR THE LIMITATIONS ON: USE CONTAINED IN SECTION 2; TRANSFERABILITY IN SECTION 4; WARRANTY IN SECTION 6 ; AND LIABILITY IN SECTION 7. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE, DO NOT USE THIS SOFTWARE. 1. Definitions. "Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to (i) digital images, or other artistic works ("Stock Files"); (ii) related explanatory written materials or files ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Consolidated Video (collectively, "Updates"). "Use", "Used" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation. "Permitted Number" means one (1) unless otherwise indicated under a valid license (e.g. volume license) granted by Consolidated Video. "Workstation" means a computer with one or two central processing units (CPU) that accept information in digital or similar form and manipulates it for a specific result based on a sequence of instructions. "Consolidated Video" means Consolidated Video, a sole-proprietorship of Alex Thompson, 61 Parkway Dr. N, Commack, New York 11725. 2. Software License. As long as you comply with the terms of this End User License Agreement (the "Agreement"), Consolidated Video grants to you a non-exclusive license to Use the Software for the purposes described in the Documentation, as further set forth below. 2.1. General Use. You may install and Use a copy of the Software on your compatible Workstation, up to the Permitted Number of Workstations.; or 2.2. Server Use. You may install one copy of the Software on your Workstation file server for the purpose of downloading and installing the Software onto other Workstations within your internal network up to the Permitted Number or you may install one copy of the Software on a Workstation file server within your internal network for the sole and exclusive purpose of using the Software through commands, data or instructions (e.g. scripts) from another Workstation on your internal network, provided that the total number of users (not the concurrent number of users) that are permitted to access or Use the Software on such Workstation file server, does not exceed the Permitted Number. No other network use is permitted, including but not limited to, using the Software either directly or through commands, data or instructions from or to a Computer not part of your internal network, for internet or web hosting services or by any user not licensed to Use this copy of the Software through a valid license from Consolidated Video; and 2.3. Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or Used on any Workstation. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided in the Transfer section in this Agreement. 2.4. Portable Computer Use. The primary user of the Computer on which the Software is installed may also make a second copy for his or her exclusive use on a portable Computer provided the Software on the portable Computer is not being used at the same time the Software on the primary computer is being used. 2.5. Stock Files. You may display, modify, reproduce and distribute any of the Stock Files included with the Software. However, you may not distribute the Stock Files on a stand-alone basis, i.e., in circumstances in which the Stock Files constitute the primary value of the product being distributed. Stock Files may not be used in the production of libelous, defamatory, fraudulent, lewd, obscene or pornographic material or any material that infringes upon Consolidated Video or any third party intellectual property rights or in any otherwise illegal manner. You may not claim any trademark rights in the Stock Files or derivative works thereof. 3. Intellectual Property Rights. The Software and any copies that you are authorized by Consolidated Video to make are the intellectual property of and are owned by Alex Thompson. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Alex Thompson. The Software is protected by copyright, including without limitation by United States Copyright Law, international treaty provisions and applicable laws in the country in which it is being Used. You may not copy the Software, except as set forth in Section 2 ("Software License"). Any copies that you are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on or in the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law, it is essential to do so in order to achieve operability of the Software with another software program, and you have first requested Consolidated Video to provide the information necessary to achieve such operability and Consolidated Video has not made such information available. Consolidated Video has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any information supplied by Consolidated Video or obtained by you, as permitted hereunder, may only be used by you 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 should be directed to Consolidated Video Support. Trademarks shall be used in accordance with accepted trademark practice, including identification of trademarks owners’ names. Trademarks can only be used to identify output produced by the Software and such use of any trademark does not give you any rights of ownership in that trademark. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Consolidated Video. 4. Transfer. You may not, rent, lease, sell, sublicense, un-bundle and/or repackage for distribution or resale, or authorize all or any portion of the Software to be copied onto another users computer except as may be expressly permitted herein. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, (ii) the serial number(s), Software and all other software or hardware bundled, packaged or pre-installed with the Software, including all copies, Updates and prior versions; (b) you retain no copies, including backups and copies stored on a computer; and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you legally purchased a license to the Software. 5. Updates. If the Software is an Update to a previous version of the Software, you must possess a valid license to such previous version in order to Use the Update. You may continue to Use the previous version of the Software on your computer after you receive the Update to assist you in the transition to the Update, provided that: (a) the Update and the previous version are installed on the same computer; (b) the previous version or copies thereof are not transferred to another party or Computer unless all copies of the Update are also transferred to such party or Computer; and (c) you acknowledge that any obligation Consolidated Video may have to support the previous version of the Software may be ended upon availability of the Update. 6. DISCLAIMER. Consolidated Video AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, Consolidated Video 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, INCLUDING BUT NOT LIMITED TO NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE. The provisions of section 6 and section 7 shall survive the termination of this Agreement, howsoever caused, but this shall not imply or create any continued right to Use the Software after termination of this Agreement. 7. LIMITATION OF LIABILITY. IN NO EVENT WILL Consolidated Video OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A Consolidated Video REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. Consolidated Video’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Nothing contained in this Agreement limits Consolidated Video’s liability to you in the event of death or personal injury resulting from Consolidated Video’s negligence or for the tort of deceit (fraud). Consolidated Video is acting on behalf of its suppliers for the purpose of disclaiming, excluding and/or limiting obligations, warranties and liability as provided in this Agreement, but in no other respects and for no other purpose. For further information, please see the jurisdiction specific information at the end of this Agreement, if any, or contact Consolidated Video’s Support. 8. Export Rules. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the Software is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Iran, Iraq, Syria, Sudan, Libya, Cuba, North Korea, and Serbia) 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. 9. Governing Law. This Agreement will be governed by and construed in accordance with the substantive laws in force in: the State of New York, if a license to the Software is purchased when you are in any other jurisdiction, the courts of Suffolk County, New York shall have non-exclusive jurisdiction over all disputes relating to this Agreement. 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. 10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall not prejudice the statutory rights of any party dealing as a consumer. For example, for consumers in New Zealand who obtain the Software for personal, domestic or household use (not business purposes), this license is subject to the Consumer Guarantees Act. This Agreement may only be modified by a writing signed by an authorized officer of Consolidated Video. Updates may be licensed to you by Consolidated Video with additional or different terms. The English version of this Agreement shall be the version used when interpreting or construing this Agreement. This is the entire agreement between Consolidated Video and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software. 11. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Item(s)," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," 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. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being 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. Unpublished-rights reserved under the copyright laws of the United States. Consolidated Video, 61 Parkway Dr. N, Commack, New York 11725 USA. U.S. Government Licensing of Consolidated Video Technology. You agree that when licensing Consolidated Video Software for acquisition by the U.S. Government, or any contractor therefore, you will license consistent with the policies set forth in 48 C.F.R. §12.212 (for civilian agencies) and 48 C.F.R. §§227-7202-1 and 227-7202-4 (for the Department of Defense). For U.S. Government End Users, Consolidated Video 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 shall be incorporated by reference in this Agreement. 12. Compliance with Licenses. If you are a business or organization, you agree that upon request from Consolidated Video or Consolidated Video’s authorized representative, you will within thirty (30) days fully document and certify that use of any and all Consolidated Video Software at the time of the request is in conformity with your valid licenses from Consolidated Video. 13. Termination Without prejudice to any other rights, Consolidated Video may cancel this EULA if you do not abide by the terms and conditions contained herein. In such event, you must destroy all copies of the Software and all of its component parts. If you have any questions regarding this Agreement or if you wish to request any information from Consolidated Video please contact Consolidated Video and PhotoAlpha are either registered trademarks or trademarks of Consolidated Video in the United States and/or other countries

See End User License Agreement.

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