End User License Agreement

IMMERVISION SOFTWARE END USER LICENSE AGREEMENT

 

IMPORTANT: THIS SOFTWARE END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR, IF PURCHASED OR OTHERWISE ACQUIRED BY OR FOR AN ENTITY, AN ENTITY) AND IMMERVISION. 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 SELECTING THE DOWNLOAD OR INSTALL NOW BUTTON AND/OR 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 DO NOT INSTALL OR USE THE SOFTWARE.

 

1.        Definitions

1.1.      "ImmerVision" means ImmerVision, Inc. and its licensors, if any.

1.2.      "Software" means only the ImmerVision PURE Player for Java, or ImmerVision PURE Player PRO for Java and third party software programs, in each case, supplied by ImmerVision therewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation, and all updates or upgrades of the above that are provided to you.

2.        License Grants

2.1.      You may install and use the Software on a computer.

2.2.      You agree that ImmerVision may audit your use of the Software for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Software by you other than in full compliance with the terms of this Agreement, you shall reimburse ImmerVision for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

2.3.      Your license rights under this EULA are non-exclusive.

Certain rights are not granted under this Agreement, but may be available under a separate agreement. If you would like to enter into a distribution agreement or learn of other licensing strategies, please write to licensing@immervision.com.

3.        License Restrictions

3.1.      You may not distribute copies of the Software, except if one of these conditions is true:

3.1.1.    the Software is used from your website in order for a third party to play directly from a web page the multimedia content You have created;

3.1.2.    the Software is used from your client’s website in order for a third party to play directly from a web page the multimedia content you have created. By using the software on his website, your client must accept all terms of this EULA;

3.1.3.    the Software needs to be on a CD-ROM, DVD, or any media storage devices with the multimedia content You have created in order for a third party to play the multimedia content You have created directly from the CD-ROM, DVD, or any media storage devices without the Software being downloaded to the hard drive;

3.1.4.    the Software is packaged with the multimedia content You have created and this EULA in text form, and sent via email to a third party that will download the Software to the hard drive in order to play the multimedia content You have created.

3.2.      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.

3.3.      You may not sell, rent, lease, or sublicense the Software.

3.4.      You may not alter the name and filename of the Software or any of its software components.

3.5.      You may not modify the Software or create Derivative software based upon the Software. A Derivative software is a software which embed the Software or use the Software.

3.6.      You may not use the Software in conjunction or linked in any way with but not limited to, other software, HTML code and/or Java scripts, to automate creation and edition of panoramic content for the use and benefits of third parties.

3.7.      You may not package the Software with software used to create, edit, publish or to help editing panoramic content.

3.8.      You may not use the Software to promote and/or advertise other software dedicated to panoramic imaging for the purpose of distributing, renting or selling other software.

3.9.      You may not export the Software into any country prohibited by the Export Laws of Canada and the regulations thereunder.

3.10.   In the event that you fail to comply with this EULA, ImmerVision 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).

3.11.   You shall not use the Software to develop any software or other technology having the same primary function as the Software, including but not limited to using the Software in any development or test procedure that seeks to develop like software or other technology, or to determine if such software or other technology performs in a similar manner as the Software.

4.        Ownership

The foregoing license gives you limited license to use the Software. ImmerVision and its suppliers retain all right, title and interest, including all copyright and intellectual property rights, in and to, the Software and all copies thereof. All rights not specifically granted in this EULA, including Federal and International Copyrights, are reserved by ImmerVision and its suppliers.

5.        WARRANTY DISCLAIMER

5.1.      EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN IMMERVISION AND YOU THE SOFTWARE IS PROVIDED TO YOU FREE OF CHARGE, AND ON AN "AS-IS" BASIS WOTHOUT WARRANTY OF ANY KIND.

5.2.      IMMERVISION AND ITS SUPPLIERS DISCLAIM ALL 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. IMMERVISION 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. IMMERVISION SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.

5.3.      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.

5.4.      NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IMMERVISION, ITS DEALERS, DISTRIBUTORS, AGENTS OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN.

5.5.      SOME JURISDICTIONS 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.

5.6.      IMMERVISION SHALL HAVE NO RESPONSIBILITY IF THE SOFTWARE HAS BEEN ALTERED IN ANY WAY, OR FOR ANY FAILURE THAT ARISES OUT OF USE OF THE SOFTWARE WITH OTHER THAN A RECOMMENDED HARDWARE CONFIGURATION, PLATFORM OR OPERATING SYSTEM.

6.        LIMITATION OF LIABILITY

6.1.      NEITHER IMMERVISION 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 IMMERVISION 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.

6.2.      IMMERVISION'S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE GREATER OF $10 OR THE AMOUNT PAID BY YOU FOR THE SOFTWARE THAT CAUSED SUCH DAMAGE.

6.3.      SOME JURISDICTIONS 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.

6.4.      THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO ALL ASPECTS OF THIS EULA.

7.        Basis of Bargain

The Warranty Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ImmerVision and you. ImmerVision would not be able to provide the Software on an economic basis without such limitations. Such Warranty Disclaimer and Limited Liability inure to the benefit of ImmerVision's licensors.

8.        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.

9.        General

This EULA shall be governed by the internal laws of the Province of Quebec, Canada, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the courts sitting in Montreal, Province 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 ImmerVision 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 ImmerVision dealer, agent or employee is authorized to make any amendment to this EULA.

If any provision of this EULA 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 EULA will remain in full force and effect.

All questions concerning this EULA shall be directed to: ImmerVision, Inc., 2020 University, suite 2420, Montreal (Quebec) H3A 2A5 CANADA, Attention: General Counsel.

ImmerVision and other trademarks contained in the Software are trademarks or registered trademarks of ImmerVision, Inc. in 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 ImmerVision's or its licensors' names or any of their respective trademarks.