OTAcast Evaluation License 1.3
Version 1.3 Copyright (c) Steinwurf ApS and its licensors. 2020. All rights reserved.
THE TERMS AND CONDITIONS CONTAINED HEREIN CONSTITUTE A LEGAL AGREEMENT. THIS AGREEMENT (“AGREEMENT”) CONTAINS THE ENTIRE AGREEMENT BETWEEN YOUR COMPANY (“LICENSEE”) AND STEINWURF APS (“STEINWURF“) WITH RESPECT TO THE TERMS AND CONDITIONS DESCRIBED HEREIN. READ THIS AGREEMENT CAREFULLY. BY DOWNLOADING AND/OR INSTALLING AND/OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT (1) YOU ARE AUTHORIZED TO ENTER THIS AGREEMENT FOR AND ON BEHALF OF LICENSEE, AND ARE DOING SO, AND (2) YOU HAVE READ AND UNDERSTAND AND AGREE THAT YOU AND LICENSEE SHALL BE BOUND BY THESE TERMS AND CONDITIONS AND ALL MODIFICATIONS AND ADDITIONS PROVIDED FOR. NO RIGHTS ARE GRANTED UNDER THIS AGREEMENT IN THE ABSENCE OF A VALID REGISTRATION. SUCH REGISTRATION CAN BE APPLIED FOR AT HTTPS://STEINWURF.COM/LICENSE
- License Grant. Following valid registration by Licensee, Steinwurf hereby grants Licensee a personal, non-exclusive, non-transferable, non-sublicensable limited license to use the OTAcast software library and required dependencies “Software” and related product documentation for commercial evaluation purposes only subject to and conditioned upon compliance with the terms and conditions set forth in this Agreement. Licensee is not permitted to use the Software in any manner not expressly authorized by this Agreement. Licensee agrees with all terms and conditions in this license and shall comply with all restrictions and responsibilities herein.
- Restrictions. Licensee may not: (i) sell, resell, loan, assign, rent, lease, lend, redistribute or sublicense the Software; (ii) copy the Software and/or the related product documentation except to make archival or backup copies, provided that the backup copy must include all copyright and/or other proprietary notices contained on the original; (iii) modify, reverse engineer, decompile, or disassemble the Software, except to the extent the foregoing restriction is expressly prohibited by applicable law; (iv) use the Software or any component thereof in any commercial deployments, to provide services or hosted services to third parties, or any usage for internal business purposes other than evaluation and demonstration; (v) deploy the Software or any derivative work thereof externally for the benefit of another party; and (vi) share or distribute to any third party any libraries and/or programs created using the Software under this license “Developed Software”.
- Ownership Rights. The Software and related documentation are protected by copyright laws and Steinwurf, and / or its licensors own and retain all right, title and interest in and to the Software and related documentation, including all copyrights, patent rights, trade secret rights, trademarks and other intellectual property rights therein. Nothing in this Agreement is intended to grant any rights to Licensee under any patents, copyrights, trademarks, or trade secrets of Steinwurf and/or its licensors.
- Name and Trademarks. Licensee shall not use the name, trade names or trademarks of Steinwurf or any of its affiliates in any advertising, promotional literature or any other material, whether in written, electronic or other form.
- Disclaimer of Warranty. THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. IN NO EVENT SHALL STEINWURF OR ITS LICENSORS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
- Limitation of Liability. IN NO EVENT SHALL STEINWURF OR ITS LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR BREACH OF THIS AGREEMENT, THE USE OF SOFTWARE CONFIDENTIAL INFORMATION AND/OR THE USE OR INABILITY TO USE THE SOFTWARE, HOWER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF STEINWURF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Indemnification. Licensee shall defend, indemnify and hold Steinwurf, its licensors and their representatives harmless from and against any and all claims, liabilities, losses, damages, settlements, fees, costs, expenses, and disbursements (including reasonable attorney’s fees) arising out of or in connection with any handling or use of the Software that is not in accordance with these terms.
- Confidential Information. Under this Agreement, Steinwurf may provide or make available to Licensee: software development and design information, software architecture, software including software products or software source code or software object code or any related codes in all formats, and any kind of information relating to software, including discoveries and inventions, methods, processes, articles, materials, algorithms, formulas, specifications, designs, drawings, data, strategies, plans, prospects, know-how, ideas, analyses and other derivatives thereof and any other information, all of which will be cumulatively referred to as Confidential Software Information.
- Confidentiality. Licensee agrees (i) to maintain the Software Confidential Information in the strictest of confidence at all times and to disclose it to its agents, employees, and representatives only on a “need to know” basis and in any case subject to confidentiality undertakings consistent with the confidentiality provisions of this Evaluation License; (ii) to take all the reasonable precautions to protect the confidentiality of such Software Confidential Information, and (iii) not to use any Confidential Information for any purpose whatsoever except for the purposes of evaluation or testing authorized by Steinwurf. Notwithstanding anything in this Agreement to the contrary, Software Confidential information shall not include any information that (a) was rightfully in your possession without an obligation of confidentiality at the time of disclosure, (b) is or becomes generally known to the public other than by an act or omission by Steinwurf, or (c) is independently developed by Licensee or its employees without reliance on any Software Confidential Information.
- Term. This License is effective for the earlier of three months from the day of valid registration or until terminated by Steinwurf (at Steinwurf’s sole discretion and without notice). The License will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon termination, Licensee shall discontinue any and all use of the Software, destroy all copies, whether full or partial, of the Software, and confirm to Steinwurf in writing of having done so within 14 days of termination. All confidentiality obligations will survive termination.
- Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of Denmark without regard to conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this License is in the courts located in Denmark, and both parties hereby consent to such jurisdiction and venue for this purpose. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees. Any notice hereunder will be effective upon receipt and shall be given in writing, in English, and delivered to the other party at its given address or at such other address designated by written notice.
- Assignment/Transfers. You may not assign or transfer this Agreement, in whole or in part, without Steinwurf’s prior written consent. Any attempted assignment or transfer in violation of this Section will be null and void.
- Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions of this Agreement shall not in any way be affected or impaired.
- Entire Agreement. This Agreement is the entire agreement between Licensee and Steinwurf concerning the Software and all related documentation and supersedes any other prior or contemporaneous agreements or communications with respect to the Software and related documentation, whether written or oral.