OPEN LABS SOFTWARE LICENSE AGREEMENT

 

This agreement is between Open Labs, LLC, a Texas limited liability company (“Open Labs”) and you. Please read this agreement carefully. These terms apply to the Open Labs Stagelight software (the “software”), along with the media on which you received it (if any). These terms also apply to any updates, new versions, upgrades, support services, or Internet services for the software, unless other terms accompany those items. If so, those terms apply.

BY CLICKING THE [I AGREE] OR [ACCEPTED] ICON BELOW (IF DOWNLOADING THE SOFTWARE ON-LINE), OR BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS, LIMITATIONS OF LIABILITY AND TERMINATION PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

By downloading, installing and/or using the software, you accept these terms. If you do not accept them, do not download, install or use the software. Instead, contact Open Labs for information about Open Labs’ refund policies. Please visit www.openlabs.com for contact details.

If you are a consumer, you may have additional or different rights. Please read this entire agreement, including section H (Consumer Rights Not Affected), for more information.

The software may be distributed with components from other vendors that are subject to different terms. Please read this entire agreement, including sections 7 (Third Party Software) and 8 (Third Party Information), for more information.

LIMITED RIGHTS TO INSTALL AND USE THE SOFTWARE. Open Labs grants you the following rights, subject to your purchase of the corresponding software license (if applicable) and the terms and conditions below:

Device license. You may install one copy of the software on one hardware device for your internal business use or your own personal enjoyment. The software may only be used by one person at time, unless you have purchased licenses for additional users.

Individual user license. You may install one or more copies of the software on hardware devices within your internal computer network for your internal use. The software may only be used by individuals for whom you have purchased a license. Multiple users may not share a single license.

Concurrent user license. You may install one or more copies of the software on hardware devices within your internal computer network for your internal use. The software may be used concurrently by a number of individuals equal to or less than the number of concurrent user licenses you have purchased. This right is limited to the country in which you acquire the license, unless you acquire the license in the European Union or the European Free Trade Association, in which the case this right is limited to the member countries of the European Union and the European Free Trade Association.

Rental license. If the software was bundled by Open Labs with a hardware device and offered together as a system, you may rent the system to others for a temporary, defined period provided that: (a) you ensure that each renter complies with this agreement; (b) you remain responsible for all of your obligations under this agreement; (c) you notify Open Labs, on request, of the location of all rented systems; and (d) you indemnify, defend, and hold Open Labs harmless from and against any claims or liabilities arising from your rental of Open Labs systems. You may not rent the software separate from the system or rent remote access to the software. Additional licenses for third party software distributed with the system may be required.

No Redistribution. You may download, install, and use the software for your internal business use or your own personal enjoyment, but you may not redistribute the software.

Additional Restrictions. You acknowledge that the software was developed at considerable time and expense by Open Labs and that it is a copyrighted work of Open Labs and contains valuable trade secrets and other confidential information of Open Labs. Except as expressly provided for in this Agreement, you may not copy, modify or distribute the software or any part thereof, provide any third party with access to the software (electronically or otherwise) or any copy, adaptation, transcription or merged portion thereof, or otherwise make available to any third party any documentation, code, or other material relating to the software. If you are a business user, you agree to limit access to the software to your employees and agents who require such access in the course of their employment by you and who have agreed to (i) maintain the confidentiality of the software in accordance with this Agreement and (ii) use the software only in the course of their employment by you and only for the purposes expressly authorized by this Agreement. You will remain fully liable in the event any person furnished with access to the software by you improperly uses or discloses information pertaining to such software. You agree that you will not, except as otherwise provided herein, or without the prior written consent of Open Labs (which Open Labs may grant or withhold in its sole discretion), (i) incorporate the software or any portion thereof into any other software program, (ii) create any derivative work based in whole or in part upon the software, (iii) display the software or any portion thereof to any third party, (iv) translate, reverse engineer, decompile or disassemble the software or any portion thereof or otherwise attempt to derive the source code of the software, (v) modify or amend the software or (vi) remove, alter, obscure or amend any of Open Labs’ trademarks. You may not rent, lease or lend the software or use it in a “service bureau”, “application service provider” or “software-as-a-service” environment.

LIMITED RIGHTS TO MEDIA ELEMENTS. The software may include certain pictures, animations, sounds, music and video clips for your reuse. You may create your own works based upon these media elements, and copy, modify, distribute, display, and perform your derivative works provided that:

you indemnify, defend, and hold Open Labs harmless from and against any claims or liabilities arising from your use of the media elements;

you include a valid copyright notice on your derivative works.

You may not sell, license or distribute the media elements by themselves or as part of any collection, product or service whose value is derived solely or primarily from the media elements themselves.

LICENSE CONDITIONS.

3.1. Technical limitations. This software may include technological measures, whether in the software or in bundled hardware or both, that are designed to prevent or detect unlicensed use of the software. Circumvention of these technological measures is prohibited, except and only to the extent that applicable law expressly permits, despite this limitation. Any attempt to circumvent technical limitations may render the software or certain features unusable or unstable, and may prevent you from updating or upgrading the software.

3.2 Reverse engineering and copying. You may not reverse engineer, decompile or disassemble the software, except and only to the extent that applicable law expressly permits, despite this limitation. Modified software is not covered by your limited warranty. See section F (Exclusions from Warranty) for details. You may copy the software only to the extent necessary for backup or archival purposes in support of your use of the software. You must include all copyright and other legal notices appearing on the software in any copies that you make.

3.3 No software hosting or rental. You may not make the software available for others to copy or use.

3.4 No reconfiguration. The software is licensed for installation and use only in the manner it was provided to you, as configured by an automated installation program provided with the software, or as described in Open Labs’ documentation. You may not separate the components contained in the software or otherwise reconfigure the software to circumvent technical limitations on the use of the software or to otherwise exceed the scope of your license.

3.5 Academic Use. If the software is designated or specially-priced as an “Academic” or “Education” version, it is licensed only for use by students, faculty, and staff of an educational institution.

3.6 Evaluation software. If the software is designated or specially-priced as an “Evaluation,” “Trial,” “Not for resale” or “NFR” version, you may only use the software for demonstration, testing, or evaluation purposes.

3.7 Time limits. If the software is designated or specially-priced as a time-limited “Evaluation,” “Loan,” “Trial,” “Rental,” “Subscription” or “Temporary” version, the rights granted to you by Open Labs expire at the end of the time period. The software may contain technical measures that automatically disable the software at the end of the time period.

3.8 No illegal use. This product is intended for use with content that you own, license, or obtain from the public domain. You may not use this product to violate any law, including copyright laws.

4. SCOPE. The software is licensed, not sold. This agreement only gives you certain rights to use the software, which may be revoked if you do not follow these terms. Open Labs and its suppliers reserve all rights not expressly granted to you in this agreement. The software is protected by copyright and other intellectual property laws and treaties.

5. CONFIDENTIALITY. You acknowledge that the software, together with any bundled hardware, contains proprietary and confidential property of Open Labs or Open Labs’ suppliers. You may not disclose this confidential information to anyone other than your employees or consultants who need access to the confidential information to carry out their duties and who are bound by appropriate confidentiality or nondisclosure agreements.

6. UPGRADES. To use software identified as an upgrade, you must first be licensed to use the software identified by Open Labs as eligible for the upgrade. Upon upgrade, this agreement governs your use of the upgraded software. If you choose to upgrade your software, you may not use the original software and the upgraded software at the same time. Also, you may not sell or transfer the original software separately from the upgraded software. See section 9 (Software Transfer) for more detail about transfers.

7. THIRD PARTY SOFTWARE. The software may be distributed with components from other vendors that are subject to different terms. Your installation and use of those components is subject to those terms, which can be found on the media on which the software is provided. Nothing in this agreement limits rights granted to you by third parties, which may include rights under free software or open source software license.

a. The software uses “élastique Pro V2 by zplane.development” as its time stretching engine, thus the software is subject to the terms of any license agreements applicable thereto.

b. The software may utilize “Komplete Elements” from Native Instruments, thus it is subject to the terms of any license agreements applicable thereto.

8. THIRD PARTY INFORMATION. Open Labs may include information about third party products and services, including links to Web sites run by others. Open Labs is not responsible for, and does not endorse or sponsor, this third-party information.

9. SOFTWARE TRANSFER.

9.1 Device transfer. If your license is limited to one hardware device, you may transfer your licensed copy of the software to a different device for your internal business use or your own personal enjoyment provided that you completely remove the software from the former device.

9.2 Transfer to third party. If you are the person who initially licensed the software, you may make a one-time permanent transfer of your license and the software to another end user, provided that you do not retain any copies of the software and you follow Open Labs’ license transfer procedures. For further information, please visit the Web site listed at the end of this document. Academic (see section 3.5) and evaluation (see section 3.6) licenses may not be sold or transferred except where and to the extent that applicable law mandates that such a transfer must be permitted.

9.3 Software upgrades. If you have upgraded your software, you may not separately transfer the original software and the upgraded software.

10. CONSENT TO USE OF DATA. Open Labs may collect and use technical information about the software and the hardware devices you use in connection with the software in a manner that does not personally identify you. Open Labs may use this information to improve our products or to provide customized services or technologies. Open Labs may also disclose this information to third parties so that they may improve the way their products or services interact with the software.

11. EXPORT RESTRICTIONS. The software is subject to United States export laws and regulations. If you are subject to U.S. law, you must comply with these laws and any other applicable laws and regulations that apply to the software. These laws include restrictions on destinations, end users and end use. For further information, please see http://www.bis.doc.gov.

12. TERMINATION. To the extent permitted by law, and without prejudice to any other rights, Open Labs may terminate your license if you materially breach these terms and conditions. In such event, you must destroy all copies of the software and all of its component parts, and Open Labs may suspend or deactivate your use of the software with or without notice.

13. LIMITATION ON AND EXCLUSION OF DAMAGES. Except for liability for death or personal injury caused by Open Labs’ gross negligence or fraud, or other liability that cannot lawfully be excluded or restricted, you may recover from Open Labs and its suppliers only direct damages up to the amount you paid for the software. You cannot recover lost profits, data loss, business damage, damages that are not reasonably foreseeable, or any other loss or damages including consequential, special, indirect, punitive or incidental damages.

This limitation applies to:

the software and anything related to it;

services provided in connection with the software;

hardware provided with the software;

third party content, including programs and information; and

claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.

It also applies even if:

repair, replacement or a refund for the software does not fully compensate you for any losses; or

Open Labs knew or should have known about the possibility of the damages.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so this limitation or exclusion may not apply to you. The limitation or exclusion also may not apply to you because your country may not allow the exclusion or limitation of incidental, consequential or other damages.

14. NOTICE TO U.S. GOVERNMENT END USERS. The software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 2005), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 2005). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 2005), all U.S. Government End Users acquire the software with only those rights set forth herein. All software provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995 is provided with “Restricted Rights” as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. This provision does not apply to you if you are not affiliated with the government of the United States of America.

15. GOVERNING LAW.

15.1 United States. If you acquired the software in the United States, Texas law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you reside govern all other claims, including claims under state consumer protection and unfair competition laws.

15.2 Outside the United States. If you acquired the software in any other country, the laws of that country apply.

15.3 Legal effect. This agreement describes certain legal rights. You may have other rights under the laws of your state or country. This agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.

16. ENTIRE AGREEMENT. This agreement (including the warranty below), and any additional terms provided with supplements, updates, Internet-based services and support services that you use or purchase, are the entire agreement for the software and related services.

17. SEVERABILITY. If any provision of this agreement is legally invalid, the agreement shall endure except for the invalid provision. However, if a court determines that any provision is invalid, the court may limit the provision, delete specific words or phrases, or replace the invalid provision with a provision that is valid and that comes closest to expressing the intent of the invalid provision.

WARRANTY INFORMATION

NO WARRANTY. The software is provided on an “as is” basis with no warranty. To the extent permitted by law, Open Labs and its suppliers give no express warranties, guarantees, terms or conditions, including warranties that the software is error-free, fault-tolerant, or uninterruptable. Where allowed by your local laws, Open Labs excludes implied warranties, terms and conditions of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

WARRANTY DISCLAIMERS. ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF DURABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGMENT OR TITLE, OR ARISING FROM A CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE ARE HEREBY EXCLUDED. YOU AND OPEN LABS ALSO AGREE THAT THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT (“UCITA’) AS ENACTED IN ANY STATE SHALL NOT APPLY TO THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW UCITA IS HEREBY EXCLUDED IN ITS ENTIRETY FROM APPLICATION TO THIS AGREEMENT

C. GEOGRAPHIC SCOPE. This limitation on warranties applies to products purchased anywhere in the world, unless otherwise required by applicable law.

D. LENGTH OF ANY IMPLIED WARRANTIES. To the extent permitted by law, any implied warranties, guarantees, terms or conditions that may not be disclaimed entirely shall last for the minimum period required by law. Some states do not allow limitations on how long an implied warranty lasts, so these limitations may not apply to you. They also might not apply to you because some countries may not allow limitations on how long an implied warranty, guarantee, term or condition lasts.

E. CONSUMER RIGHTS NOT AFFECTED. You may have additional consumer rights under your local laws, which this agreement cannot change. For example, consumers in the European Union may be entitled to a limited warranty term of two years. For more information about your rights, please contact your local authority, trading standards department, citizen’s advice bureau or local equivalent.

F. EXCLUDED PRODUCTS. Open Labs gives no warranty for third party software or software provided by Open Labs free of charge, including software designated as “limited release,” “pre-release,” “loan,” “beta,” or “test.” This software is provided “AS IS” and with all faults.