End user license agreement ARRI PC/MAC ARRIRAW Software
End user license agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR 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 5; AND LIABILITY IN SECTION 6, AND WARRANTS THAT YOU ACT AS ENTERPRENEUR AND NOT AS CONSUMER. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, OR ACT AS CONSUMER, DO NOT USE THIS SOFTWARE.
ARRI and its suppliers own all intellectual property in the Software. ARRI permits you to Use the Software only in accordance with the terms of this Agreement.
1. Definitions. "Software" means (a) all of the contents of the files provided under this Agreement, including but not limited to (i) ARRIRAW Converter Software as provided together with this licence agreement for download at ARRIs website, or provided to you whether on disk, in read only memory or any other media or in any other form (ii) any related files to the ARRIRAW Converter Software and (iii) related explanatory written materials or files or oral information ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by ARRI, unless they are accompanied by a separate licence or licence agreement (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy, use 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 ARRI. "Device" means a hardware system that is prepared or dedicated for use of the Software. "ARRI" means Arnold & Richter Cine Technik GmbH & Co Betriebs KG, Türkenstrasse 89, 80799 München.
2. Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), ARRI grants to you a royalty-free, revocable, non-exclusive, non - transferable and purpose restricted license to Use the Software for the purposes described in the Documentation and this Agreement. All rights not expressly granted to you are reserved by ARRI.
2.1 General Use. You may install and Use a copy of the Software on your compatible Device, up to the Permitted Number of computers. ARRI shall have no obligation to offer support for the Software, to offer any Updates, Bugfixes or any other services related to the Software.
2.2 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any other Device. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under this Agreement.
2.3 Title. Title to the Software and all rights not expressly granted to you hereunder shall remain with ARRI. For the avoidance of doubt, this Software License only covers the executable files ARRI supply and does not extend to any source code.
3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by ARRI and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of ARRI and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Federal Republic of Germany and other countries, and by international treaty provisions. 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 ARRI and its suppliers.
4. Restrictions.
4.1 Copy. You shall not copy the Software except as set forth in Section 2.2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, make derivative works, 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 ARRI to provide the information necessary to achieve such operability and ARRI has not made such information available. ARRI has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by ARRI and any information obtained by you by such permitted decompiling 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.
4.3 Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's 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, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a Device; 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. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
4.4 You may not remove any product identification, proprietary, copyright, trade secret or other notices or legends contained in the Software.
4.5 You agree to permit ARRI to audit your Use of the Software, including allowing us to visit and inspect any Device on which it is installed.
5. NO WARRANTY. The Software is being delivered to you "AS IS" and ARRI makes no warranty as to its use, capabilities or performance. LICENCE GRANTED HEREUNDER ARE ROYALTY FREE; THERFORE ARRI 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, ARRI 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 MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARRI OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. BY USING THE SOFTWARE YOU ACKNOWLEDGE, THAT EXCLUSION OF ANY WARRANTY RIGHTS ARE ESSENTIAL CONDITION TO PROVIDE THIS SOFTWARE TO YOU FREE OF CHARGE. The provisions of Section 5 and Section 6 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.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL ARRI 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 AN ARRI 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. ANY LIABILITY OF ARRI OR ITS SUPPLIER FOR DAMAGES ARISING FROM EITHER THIS AGREEMENT, OR YOUR USE OR PERFORMANCE OF THE SOFTWARE, OR THE RESULTS OBTAINED THROUGH USE OF THE SOFTWARE, UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, EXTRACONTRACTUAL, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE SOFTWARE. ARRIS AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF 100,- EURO. Nothing contained in this Agreement limits ARRIs liability to you in the event of death or personal injury resulting from ARRIs gross negligence, intention or for the tort of deceit (fraud). ARRI 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.
7. Basis of Bargain. The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ARRI and you. ARRI would not be able to provide the Software without such limitations free of charge to you. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of ARRI's licensors.
8. Term. This Agreement is effective as of the first Use of the Software and continues until terminated as provided herein ("Term"). Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
8.1 Software License Term. The term of Software license, shall expire on the expiration date specified on the relevant Order Form. Notwithstanding the foregoing, the license to any item of Software shall terminate automatically upon your breach of any of the terms of this Agreement relevant to such Software. In addition, you may terminate the license to Software granted hereunder at any time by providing written notice to ARRI, but no such termination shall affect your obligations hereunder.
8.2 Termination. Upon termination of this Agreement, you shall cease any and all use of any Software and shall return or destroy all copies thereof in your possession, custody or control and certify to ARRI in writing.
8.3 Survival. Sections 2.3, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.
9. Governing Law. Notwithstanding the place where this Agreement is executed, accepted or where obligations under this Agreement are performed, the parties expressly agree that this Agreement and any claim or controversy arising out of or relating to rights and obligations of the parties under it will be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany, without regard to its conflicts of laws principles or the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as each is amended.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties. By accepting this Agreement you state explicitly and irrevocable that you are acting as entrepreneur and not as consumer. This Agreement may only be modified by a writing signed by an authorized officer of ARRI. This Agreement and any General Terms of Sales and Delivery of ARRI accepted by you with the relevant order or purchase form are the entire agreement between ARRI and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
11. Compliance with Licenses. You agree that upon request from ARRI, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from ARRI.
ARRI and ARRI ARRI are registered trademarks of ARRI in Germany and/or other countries.
End user license agreement ARRI PC/MAC Software
End user license agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR 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 5; AND LIABILITY IN SECTION 6, AND WARRANTS THAT YOU ACT AS ENTERPRENEUR AND NOT AS CONSUMER. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, OR ACT AS CONSUMER, DO NOT USE THIS SOFTWARE.
ARRI and its suppliers own all intellectual property in the Software. ARRI permits you to Use the Software only in accordance with the terms of this Agreement.
1. Definitions. "Software" means (a) all of the contents of the files provided under this Agreement, including but not limited to (i) ARRI LOOK CREATOR Software as provided together with this licence agreement for download at ARRIs website, or provided to you whether on disk, in read only memory or any other media or in any other form (ii) any related files to the ARRI LOOK CREATOR Software and (iii) related explanatory written materials or files or oral information ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by ARRI, unless they are accompanied by a separate licence or licence agreement (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy, use 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 ARRI. "Device" means a hardware system that is prepared or dedicated for use of the Software. "ARRI" means Arnold & Richter Cine Technik GmbH & Co Betriebs KG, Türkenstrasse 89, 80799 München.
2. Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), ARRI grants to you a royalty-free, revocable, non-exclusive, non - transferable and purpose restricted license to Use the Software for the purposes described in the Documentation and this Agreement. All rights not expressly granted to you are reserved by ARRI.
2.1 General Use. You may install and Use a copy of the Software on your compatible Device, up to the Permitted Number of computers. ARRI shall have no obligation to offer support for the Software, to offer any Updates, Bugfixes or any other services related to the Software.
2.2 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any other Device. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under this Agreement.
2.3 Title. Title to the Software and all rights not expressly granted to you hereunder shall remain with ARRI. For the avoidance of doubt, this Software License only covers the executable files ARRI supply and does not extend to any source code.
3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by ARRI and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of ARRI and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Federal Republic of Germany and other countries, and by international treaty provisions. 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 ARRI and its suppliers.
4. Restrictions.
4.1 Copy. You shall not copy the Software except as set forth in Section 2.2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, make derivative works, 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 ARRI to provide the information necessary to achieve such operability and ARRI has not made such information available. ARRI has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by ARRI and any information obtained by you by such permitted decompiling 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.
4.3 Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's 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, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a Device; 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. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
4.4 You may not remove any product identification, proprietary, copyright, trade secret or other notices or legends contained in the Software.
4.5 You agree to permit ARRI to audit your Use of the Software, including allowing us to visit and inspect any Device on which it is installed.
5. NO WARRANTY. The Software is being delivered to you "AS IS" and ARRI makes no warranty as to its use, capabilities or performance. LICENCE GRANTED HEREUNDER ARE ROYALTY FREE; THERFORE ARRI 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, ARRI 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 MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARRI OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. BY USING THE SOFTWARE YOU ACKNOWLEDGE, THAT EXCLUSION OF ANY WARRANTY RIGHTS ARE ESSENTIAL CONDITION TO PROVIDE THIS SOFTWARE TO YOU FREE OF CHARGE. The provisions of Section 5 and Section 6 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.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL ARRI 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 AN ARRI 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. ANY LIABILITY OF ARRI OR ITS SUPPLIER FOR DAMAGES ARISING FROM EITHER THIS AGREEMENT, OR YOUR USE OR PERFORMANCE OF THE SOFTWARE, OR THE RESULTS OBTAINED THROUGH USE OF THE SOFTWARE, UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, EXTRACONTRACTUAL, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE SOFTWARE. ARRIS AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF 100,- EURO. Nothing contained in this Agreement limits ARRIs liability to you in the event of death or personal injury resulting from ARRIs gross negligence, intention or for the tort of deceit (fraud). ARRI 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.
7. Basis of Bargain. The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ARRI and you. ARRI would not be able to provide the Software without such limitations free of charge to you. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of ARRI's licensors.
8. Term. This Agreement is effective as of the first Use of the Software and continues until terminated as provided herein (Term). Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
8.1 Software License Term. The term of Software license, shall expire on the expiration date specified on the relevant Order Form. Notwithstanding the foregoing, the license to any item of Software shall terminate automatically upon your breach of any of the terms of this Agreement relevant to such Software. In addition, you may terminate the license to Software granted hereunder at any time by providing written notice to ARRI, but no such termination shall affect your obligations hereunder.
8.2 Termination. Upon termination of this Agreement, you shall cease any and all use of any Software and shall return or destroy all copies thereof in your possession, custody or control and certify to ARRI in writing.
8.3 Survival. Sections 2.3, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.
9. Governing Law. Notwithstanding the place where this Agreement is executed, accepted or where obligations under this Agreement are performed, the parties expressly agree that this Agreement and any claim or controversy arising out of or relating to rights and obligations of the parties under it will be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany, without regard to its conflicts of laws principles or the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as each is amended.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties. By accepting this Agreement you state explicitly and irrevocable that you are acting as entrepreneur and not as consumer. This Agreement may only be modified by a writing signed by an authorized officer of ARRI. This Agreement and any General Terms of Sales and Delivery of ARRI accepted by you with the relevant order or purchase form are the entire agreement between ARRI and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
11. Compliance with Licenses. You agree that upon request from ARRI, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from ARRI.
ARRI and ARRI ARRI are registered trademarks of ARRI in Germany and/or other countries.
End user license agreement ARRI PC/MAC Meta Extract Software
End user license agreement
NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR 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 5; AND LIABILITY IN SECTION 6, AND WARRANTS THAT YOU ACT AS ENTERPRENEUR AND NOT AS CONSUMER. YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. IF YOU DO NOT AGREE, OR ACT AS CONSUMER, DO NOT USE THIS SOFTWARE.
ARRI and its suppliers own all intellectual property in the Software. ARRI permits you to Use the Software only in accordance with the terms of this Agreement.
1. Definitions. "Software" means (a) all of the contents of the files provided under this Agreement, including but not limited to (i) ARRI Meta Extract Software as provided together with this licence agreement for download at ARRIs website, or provided to you whether on disk, in read only memory or any other media or in any other form (ii) any related files to the ARRI Meta Extract Software and (iii) related explanatory written materials or files or oral information ("Documentation"); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by ARRI, unless they are accompanied by a separate licence or licence agreement (collectively, "Updates"). "Use" or "Using" means to access, install, download, copy, use 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 ARRI. "Device" means a hardware system that is prepared or dedicated for use of the Software. "ARRI" means Arnold & Richter Cine Technik GmbH & Co Betriebs KG, Türkenstrasse 89, 80799 München.
2. Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), ARRI grants to you a royalty-free, revocable, non-exclusive, non - transferable and purpose restricted license to Use the Software for the purposes described in the Documentation and this Agreement. All rights not expressly granted to you are reserved by ARRI.
2.1 General Use. You may install and Use a copy of the Software on your compatible Device, up to the Permitted Number of computers. ARRI shall have no obligation to offer support for the Software, to offer any Updates, Bugfixes or any other services related to the Software.
2.2 Backup Copy. You may make one backup copy of the Software, provided your backup copy is not installed or used on any other Device. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under this Agreement.
2.3 Title. Title to the Software and all rights not expressly granted to you hereunder shall remain with ARRI. For the avoidance of doubt, this Software License only covers the executable files ARRI supply and does not extend to any source code.
3. Intellectual Property Ownership, Copyright Protection. The Software and any authorized copies that you make are the intellectual property of and are owned by ARRI and its suppliers. The structure, organization and code of the Software are the valuable trade secrets and confidential information of ARRI and its suppliers. The Software is protected by law, including without limitation the copyright laws of the Federal Republic of Germany and other countries, and by international treaty provisions. 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 ARRI and its suppliers.
4. Restrictions.
4.1 Copy. You shall not copy the Software except as set forth in Section 2.2. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software.
4.2 No Modifications. You shall not modify, adapt or translate the Software. You shall not reverse engineer, decompile, make derivative works, 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 ARRI to provide the information necessary to achieve such operability and ARRI has not made such information available. ARRI has the right to impose reasonable conditions and to request a reasonable fee before providing such information. Any such information supplied by ARRI and any information obtained by you by such permitted decompiling 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.
4.3 Transfer. You may not rent, lease, sublicense, assign or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's 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, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates and prior versions, to such person or entity; (b) you retain no copies, including backups and copies stored on a Device; 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. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.
4.4 You may not remove any product identification, proprietary, copyright, trade secret or other notices or legends contained in the Software.
4.5 You agree to permit ARRI to audit your Use of the Software, including allowing us to visit and inspect any Device on which it is installed.
5. NO WARRANTY. The Software is being delivered to you "AS IS" and ARRI makes no warranty as to its use, capabilities or performance. LICENCE GRANTED HEREUNDER ARE ROYALTY FREE; THERFORE ARRI 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, ARRI 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 MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ARRI OR ITS EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. BY USING THE SOFTWARE YOU ACKNOWLEDGE, THAT EXCLUSION OF ANY WARRANTY RIGHTS ARE ESSENTIAL CONDITION TO PROVIDE THIS SOFTWARE TO YOU FREE OF CHARGE. The provisions of Section 5 and Section 6 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.
6. LIMITATION OF LIABILITY. IN NO EVENT WILL ARRI 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 AN ARRI 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. ANY LIABILITY OF ARRI OR ITS SUPPLIER FOR DAMAGES ARISING FROM EITHER THIS AGREEMENT, OR YOUR USE OR PERFORMANCE OF THE SOFTWARE, OR THE RESULTS OBTAINED THROUGH USE OF THE SOFTWARE, UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, EXTRACONTRACTUAL, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED EXCLUSIVELY TO REPLACEMENT OF THE SOFTWARE. ARRIS AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF 100,- EURO. Nothing contained in this Agreement limits ARRIs liability to you in the event of death or personal injury resulting from ARRIs gross negligence, intention or for the tort of deceit (fraud). ARRI 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.
7. Basis of Bargain. The Limited Warranty and Disclaimer and Limited Liability set forth above are fundamental elements of the basis of the agreement between ARRI and you. ARRI would not be able to provide the Software without such limitations free of charge to you. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of ARRI's licensors.
8. Term. This Agreement is effective as of the first Use of the Software and continues until terminated as provided herein ("Term"). Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within sixty (60) days thereafter).
8.1 Software License Term. The term of Software license, shall expire on the expiration date specified on the relevant Order Form. Notwithstanding the foregoing, the license to any item of Software shall terminate automatically upon your breach of any of the terms of this Agreement relevant to such Software. In addition, you may terminate the license to Software granted hereunder at any time by providing written notice to ARRI, but no such termination shall affect your obligations hereunder.
8.2 Termination. Upon termination of this Agreement, you shall cease any and all use of any Software and shall return or destroy all copies thereof in your possession, custody or control and certify to ARRI in writing.
8.3 Survival. Sections 2.3, 3, 4, 5, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement.
9. Governing Law. Notwithstanding the place where this Agreement is executed, accepted or where obligations under this Agreement are performed, the parties expressly agree that this Agreement and any claim or controversy arising out of or relating to rights and obligations of the parties under it will be governed by and construed in accordance with the substantive laws of the Federal Republic of Germany, without regard to its conflicts of laws principles or the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as each is amended.
10. General Provisions. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties. By accepting this Agreement you state explicitly and irrevocable that you are acting as entrepreneur and not as consumer. This Agreement may only be modified by a writing signed by an authorized officer of ARRI. This Agreement and any General Terms of Sales and Delivery of ARRI accepted by you with the relevant order or purchase form are the entire agreement between ARRI and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.
11. Compliance with Licenses. You agree that upon request from ARRI, you will within thirty (30) days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from ARRI.
ARRI and ARRI ARRI are registered trademarks of ARRI in Germany and/or other countries.
