ARRIRAW HDE Transcoder

End User License Agreement

• End user license agreement “ARRIRAW HDE TRANSCODER”

  NOTICE TO USER: PLEASE READ THIS CONTRACT CAREFULLY. BY ACCEPTING THIS AGREEMENT OR BY USING ALL OR ANY PORTION OF THE ARRIRAW-HDE TRANSCODER ("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) Software as provided for Download at ARRI’s website, (ii) any related files to the 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 (collectively, "Updates"). "Use" 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 a reasonable number of Computers owned or controlled by you. "Computer" means a hardware system that is prepared or dedicated for use of the software. "ARRI" means Arnold & Richter Cine Technik GmbH & Co Betriebs KG, Herbert Bayer Straße 10, 80807 München.

  2. Software License. As long as you comply with the terms of this Software License Agreement (this "Agreement"), ARRI grants to you a revocable, non-exclusive, non - transferable and purpose restricted license to Use the Software for the purposes described in the Documentation. 
  2.1 General Use. You may install and Use a copy of the Software on your compatible computer, 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 computer. You may not transfer the rights to a backup copy unless you transfer all rights in the Software as provided under this Agreement.

  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 Notices. 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 decompilation 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 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. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software. 

  5. NO WARRANTY. The Software is being delivered to you "AS IS" and ARRI makes no warranty as to its use, capabilities or performance. 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. 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. 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. Any warranty explicit given by ARRI or constructed under any law theory does not apply if the Software (i) has been altered, except by ARRI, (ii) has been subject to abnormal physical or electrical stress, misuse, negligence or accident or (iii) is used in hazardous activities. 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 OR REIMBURSEMENT OF THE PRICES PAID BY YOU, AT ARRI’S SOLE OPTION. FURTHERMORE ARRI’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. Nothing contained in this Agreement limits ARRI’s liability to you in the event of death or personal injury resulting from ARRI’s 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 on an free of charge basis without such limitations. Such Limited Warranty and Disclaimer and Limited Liability inure to the benefit of ARRI's licensors.

  8. 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. 

  9. 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 states 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 is 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.

  10. 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”, “ARRI (ARRI)” and “ALEXA” are registered trademarks of ARRI in Germany and/or other countries.

  11. Codex Terms. The Software accompanying this license includes also computer software, any associated media, printed and electronic documentation that is the property of X2X Media Ltd. ("X2X”) and its licensors. You may not modify, adapt, merge, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of such X2X’s software, or create derivative works from the whole or any part of the software or its associated documentation. X2X’s software was developed, may include and/or give you access to software, content, data, or other materials, including related documentation, that are owned by persons other than X2X and that are provided to X2X on such third party’s terms that are in addition to and/or different from those contained in this Agreement. These third party materials also include, but are not limited to “Boost library” which contains and/or was built with the use of open source software ("OSS”). The associated license terms of this OSS are set forth in Exhibit A to this Agreement and the applicable third party licences are accessible either via express licence text excerpts and/or links therefrom. You are bound by and shall comply with all third party licences. Any breach by You of any third party licence, including the terms from this Agreement’s exhibits, is also a breach of this Agreement. However, considering that X2X does not own any third party materials, they are provided on AS-IS basis without any warranty and representation.

  X2X MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SOFTWARE AND/OR HARDWARE. X2X SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE AND WILL NOT BE HELD LIABLE IN ANY WAY FOR THE QUALITY, PERFORMANCE, ACCURACY, BEHAVIOUR, COMPATIBILITY, RELIABILITY OR USE OF THE SOFTWARE AND/OR HARDWARE. X2X DISCLAIMS ANY LIABILITY FOR THE LOSS OF ANY DATA, PROFITS, REAL OR ANTICIPATED INCOME OR ANY DELAY IN THE PERORMANCE OF ANY OF YOUR OBLIGATIONS TOWARDS THIRD PARTIES, AS WELL AS ANY DAMAGES, DIRECT OR INDIRECT, RESULTING FROM THE USE OF THE SOFTWARE AND/OR HARDWARE, INCLUDING ANY AND ALL ASSOCIATED DOCUMENTATION. YOU ASSUME ALL RISKS OF USING THE SOFTWARE AND/OR HARDWARE, INCLUDING ANY AND ALL ASSOCIATED DOCUMENTATION. 

  
  EXHIBIT A
  Boost Software License - Version 1.0 - August 17th, 2003

  The copyright notices in the Software and this entire statement, including the above license grant, this restriction and the following disclaimer, must be included in all copies of the Software, in whole or in part, and all derivative works of the Software, unless such copies or derivative works are solely in the form of machine-executable object code generated by
  a source language processor.

  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 AND NON-INFRINGEMENT. IN NO EVENT SHALL THE COPYRIGHT HOLDERS OR ANYONE DISTRIBUTING THE SOFTWARE BE LIABLE FOR ANY DAMAGES OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.