EULA

VideoDust® version 1 End User Licence Agreement (“EULA”)

PLEASE READ THESE LICENCE TERMS CAREFULLY

This EULA is a legal agreement between you (Licensee or you) and Thundering Jacks Limited of Suite 3, 46 Kneesworth Street, Royston, Hertfordshire SG8 5AQ (Licensor, us or we) for:

VideoDust® version 1 computer software (Software); and
related printed materials and online documentation (Documentation).

We license use of the Software and Documentation to you on the basis of this EULA. We do not sell the Software or Documentation to you. We remain the owners of the Software and Documentation at all times. The foregoing applies to any means of accessing and using the Software and Documentation that we supply to you including (without limitation) any unique licence key or reference code.

IMPORTANT NOTICE TO ALL USERS:

THE SOFTWARE AND THE DOCUMENTATION ARE INTENDED FOR USE BY BUSINESSES ONLY. BY AGREEING TO THE TERMS OF THIS EULA YOU CONFIRM YOU ARE A BUSINESS AND NOT A CONSUMER FOR THE PURPOSES OF CONSUMER LAW.
BY PAYING FOR THE SOFTWARE ON THIS WEBSITE, CLICKING ‘ACCEPT’ ON THE POP-UP WINDOW BEFORE ACCESSING THE SOFTWARE OR OTHERWISE USING THE SOFTWARE, YOU AGREE TO THE TERMS OF THIS EULA WHICH WILL BIND YOU. THE TERMS OF THIS EULA INCLUDE, IN PARTICULAR, LIMITATIONS ON LIABILITY IN CONDITION 6.
IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, WE WILL NOT LICENSE THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST DISCONTINUE THE ORDERING PROCESS NOW AND/OR YOU MUST NOT DOWNLOAD OR INSTALL OR OTHERWISE USE THE SOFTWARE OR DOCUMENTATION.

IF YOU ARE ORDERING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE ON BEHALF OF ANY OTHER PARTY WHERE EXPRESSLY PERMITTED BY THIS EULA YOU CONFIRM THAT YOU HAVE AUTHORITY TO BIND THAT OTHER PARTY AND THAT YOU SHALL BE RESPONSIBLE FOR ENSURING THAT SUCH PARTY COMPLIES WITH THIS EULA. IF YOU PROVIDE THE SOFTWARE TO ANY THIRD PARTY WHERE EXPRESSLY PERMITTED BY THIS EULA YOU AGREE THAT YOU SHALL FIRST PROVIDE THEM WITH A COPY OF THIS EULA AND PROCURE THAT THEY COMPLY WITH ITS TERMS.

SYSTEM REQUIREMENTS: THIS SOFTWARE REQUIRES A MACINTOSH COMPUTER WITH A MINIMUM OF 16GB RAM, 2GB RAM GPU, AND A MINIMUM OPERATING SYSTEM OF OSX 10.9.5.

ADDITIONAL TERMS THAT APPLY:

You will also be governed by the following terms and conditions, which shall apply:

· To your purchase of the licence to use the Software and Documentation and any other goods from this website: [Terms of Business]

· To how we use any personal data we collect from you, including through your use of the Software and Documentation: [Privacy Policy]

1. GRANT AND SCOPE OF LICENCE

1.1 [In consideration of you agreeing to abide by the terms of this EULA, the Licensor hereby grants to you a personal, non-transferable, non-exclusive licence to use the Software and the Documentation on the terms of this EULA for the purposes set out in condition 1.2 below for the applicable licence period (being either 1 week or 3 months or 12 months, as is selected by you) (Term) commencing on the date you first use the Software, unless terminated earlier in accordance with this EULA.]

[In consideration of you agreeing to abide by the terms of this EULA, the Licensor hereby grants to you a personal, non-transferable, non-exclusive licence to use the Software and the Documentation for the purposes set out in condition 1.2 on the terms of this EULA, unless terminated earlier in accordance with this EULA.]

1.2 You may:

(a) use the Software for your normal business purposes only which shall not include reselling the Software or allowing the use of the Software by, or for the benefit of, any person other than you or your employees;

(b) install and use the Software on one central processing unit (CPU) or workstation as the licence granted hereunder is a single-user licence;

(d) receive and use any free supplementary software code or update of the Software incorporating "patches" and corrections of errors as may be provided by the Licensor from time to time (but see condition 1.3 below); and

(e) use any Documentation in support of the use permitted under condition 1.2.

1.3 You shall not sub-licence the Software without our prior written consent.

1.4 We may update or require you to update the Software, provided that the Software shall always match the description of it that we provided to you before you bought it.

2. Restrictions on Grant

Except as expressly set out in this EULA or as permitted by any local law, you undertake:

(a) not to copy the Software or Documentation, except where such copying is incidental to normal use of the Software or where it is necessary for the purpose of back-up or operational security;

(b) not to, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;

(c) not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the source code for the Software or any part of it to be combined with, or become incorporated in, any other programs;

(d) not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Software to obtain the information necessary to create an independent program that can be operated with the Software or with another program (Permitted Objective), and provided that the information obtained by you during such activities:

(i) is used only for the Permitted Objective;

(ii) is not disclosed or communicated without the Licensor's prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and

(iii) is not used to create any software that is substantially similar in its expression to the Software;

(e) to keep copies of the Software secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Software;

(f) to include our copyright notice on all entire and partial copies of the Software in any form;

(g) not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us;

(h) to comply with all applicable technology control or export laws and regulations.

3. Support Services

3.1 The Licensor shall provide the following support services in respect of the Software [during the Term] with reasonable skill and care:

(a) Helpdesk support by email for any general enquiries in relation to the Software;

(b) Where relevant and possible, attempted remote fix or provision of workaround of any issue affecting the Software, collectively,

Support Services.

3.2 The Licensor will only provide the Support Services on Monday to Friday (inclusive), between 10am and 5pm (UK).

3.3 Subject to condition 3.2, the Licensor will use its reasonable endeavours to acknowledge queries received via its helpdesk within 24 hours, provide a full response to queries within 48 hours and, where relevant and possible, provide a remote fix or workaround solution within 72 hours.

3.4 The Licensor reserves the right to provide, at the Licensor’s discretion, support services outside the scope of the Support Services, including (without limitation) support in respect of technical issues with the Software or use of the Software in connection with performance/time critical activity. For the avoidance of doubt, the Licensor is under no obligation to provide such services.

3.5 The Licensor may suspend or withhold the provision of the Support Services if you misuse the Software or breach any of the terms of this EULA.

3.6 Any times stipulated for performance in this condition 3 shall be estimates only and time shall not be of the essence.

4. Ownership and Intellectual property rights

4.1 You acknowledge that all intellectual property rights in the Software and the Documentation throughout the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no intellectual property rights in, or to, the Software or the Documentation other than the right to use the Software and the Documentation in accordance with the terms of this EULA.

4.2 You acknowledge that you have no right to have access to the Software in source code form other than as expressly provided in this EULA.

4.3 If any claim or action is brought against you alleging that the possession or use of the Software in accordance with this EULA infringes any third party's intellectual property rights (Claim), or if, in our reasonable opinion such Claim is likely to be made, we may at our option and expense:

(a) procure for you the right to continue to use the Software (or any part thereof) in accordance with the terms of this EULA;

(b) modify the Software in such a way that it ceases to be infringing;

(d) terminate this EULA immediately by notice in writing to you and refund any of the licence fees paid by you as at the date of termination (less a reasonable sum in respect of your use of the Software to the date of termination) on return of the Software and all copies thereof.

4.4 This condition 4 constitutes your exclusive remedy and our only liability in respect of Claims and, for the avoidance of doubt, is subject to condition 6.2 and condition 6.4.

5. Warranties

5.1 The Licensor warrants to you that:

(a) the Software as provided will conform in all material respects to the Documentation;

(b) the Software will be supplied free from defects and will remain free from defects for a period of 90 days (Warranty Period);

5.2 If, within the Warranty Period, you notify us in writing of any defect or fault in the Software as a result of which it fails to conform in all material respects to the Documentation, the Licensor will, at its sole option, either repair or replace the Software, provided that you provide proof of purchase and make available all the information that may be necessary to help the Licensor to remedy the defect or fault, including a documented example of such defect or fault, or sufficient information to enable the Licensor to recreate the defect or fault.

5.3 The warranty at condition 5.1(b) does not apply:

(a) if the defect or fault in the Software results from you having altered or modified the Software;

(b) if the defect or fault in the Software results from you having used the Software in breach of the terms of this EULA.

5.4 The Licensor does not warrant that the use of the Software will be uninterrupted or error-free.

5.5 You warrant to the Licensor that you have the legal right and authority to enter into this EULA and to perform your obligations under this EULA.

5.6 This EULA sets out the full extent of our obligations and liabilities in respect of the supply of the Software and Documentation. Except as expressly stated in this EULA, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and Documentation which might otherwise be implied into, or incorporated in, this EULA whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law, including (without limitation) the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

6. Limitation of liability

6.1 You acknowledge that the Software has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software as described in the Documentation meet your requirements.

6.2 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

(a) loss of profits, sales, business, or revenue;

(b) business interruption;

(d) loss or corruption of data or information;

(e) loss of business opportunity, goodwill or reputation; or

(f) any indirect or consequential loss or damage.

6.3 Nothing in this Licence shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(d) any other liability that cannot be excluded or limited by English law.

6.4 Subject to condition 6.2 and condition 6.3, our maximum aggregate liability under or in connection with this EULA whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the licence fee paid by you.

7. Termination

7.1 We may terminate this EULA immediately by written notice to you if you commit a material or persistent breach of this EULA which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so.

7.2 Upon termination for any reason:

(a) all rights granted to you under this EULA shall cease;

(b) you must cease all activities authorised by this EULA; and

(c) you must immediately delete or remove the Software and Documentation from all computer equipment in your possession and immediately destroy or return to us (at our option) all copies of the Software and Documentation then in your possession, custody or control and, in the case of destruction, certify to us that you have done so.

7.3 The Licensee acknowledges that the Software will, or may, automatically "time out" (that is to say, cease to operate) at the end of the licence term.

7.4 Any provision of this EULA that expressly or by implication is intended to come into or continue in force on or after termination or expiry shall remain in full force and effect.

7.5 Termination or expiry of this EULA shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry.

8. Notices

8.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by pre-paid first-class post or other next working day delivery service, or sent by email.

8.2 Any notice given by you to us, shall be sent to Thundering Jacks Limited at Suite 3, 46 Kneesworth Street, Royston, Hertfordshire SG8 5AQ, or info@thunderingjacks.com. Any notice given by us to you, shall be sent to the postal address or email address you provide or confirm to us.

8.3 Any notice shall be deemed to have been received:

(a) if sent by pre-paid first-class post or other next working day delivery service, at 10.00 am (UK) on the second business day after posting or at the time recorded by the delivery service.

(b) if sent by email, at 10.00 am (UK) on the next business day after transmission.

8.4 This condition does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

9. General

9.1 Assignment.

(a) We may transfer our rights and obligations under this EULA to another organisation.

(b) You may not assign or transfer any of your rights and obligations under this EULA without the prior written consent of the Licensor.

9.2 Variation. We may vary the terms of this EULA for any reason. Any changes will be notified to you and you will be required to accept the changes in order to continue to use the Software.

9.3 Waiver. No failure or delay by a party to exercise any right or remedy provided under this EULA or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy

9.4 Third-party rights. This EULA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

9.5 Severance. If any provision or part-provision of this EULA is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this condition shall not affect the validity and enforceability of the rest of this agreement.

9.6 Governing law and jurisdiction. This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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