Video Vault End User Licence Agreement
The copyright and other intellectual property rights in this EdgeVis Video Vault (“Software”)and any documentation provided to you (whether electronic or printed)which accompanies the Software are owned by Digital Barriers Services Limited, a company registered in England and Wales with company number 06883884 whose registered office is at Milton Gate, 60 Chiswell Street, London, EC1Y 4AG (the “Licensor”). This Software is licensed and not sold. Please read through the following licence conditions carefully.
By clicking on the “I Agree” button below, or by accepting this agreement electronically in any other way, or by running, installing, downloading or otherwise using the Software or accompanying documentation, you (an individual or legal entity) agree to be bound by the terms of this end user licence agreement (“License Agreement”) and you warrant that you are the authorised user of the Software.
IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, PLEASE CLICK ON THE “NOT AGREED” BUTTON. Do not run, install, download, copy or otherwise use the Software or accompanying documentation.
In consideration of the payment of the licence fee, the Licensor
hereby grants to you a non-exclusive, non-transferable, revocable, personal licence (without the right to sub-licence) to use during the term of this Licence Agreement:
(a) the Software (in object code only) supplied to you by the Licensor for your internal use only which may be accessed by the number of users for which you have paid the Licensor (“Users”); and
(b) all associated documentation including any operating manuals, user instructions, technical literature and other related materials in eye readable form supplied by the Licensor to you to aid the use of the Software in accordance with this Licence Agreement (the “Documentation”).
1.2 Subject to the payment of additional fees in accordance with clause 3.3, the Licensor agrees that it will at your request increase the number of Users permitted to access the Software under the licence granted under clause 1.1.
1.3 You shall not, and shall have no rights to, reverse engineer, decompile or otherwise endeavour (in whole or in part) to obtain the source code to the Software save to the extent that you cannot be prohibited from so doing under applicable law.
1.4 The licence granted under clause 1.1 entitles you to make such copies of the Software as is absolutely necessary for your operational security and authorised use (including without limitation for archive and backup purposes). Such copies and the media on which they are stored shall be property of the Licensor. You shall record the number and locations of all copies of Software and take steps to prevent unauthorised copies. The licence granted under clause 1.1 shall apply to all such authorised copies as it applies to the Software.
1.5 You shall not permit any third party to use the Software nor use the Software on behalf of or for the benefit of any third party in any way whatsoever (including, without limitation, using the Software for the purpose of operating a managed service).
1.6 You shall not export, directly or indirectly, any technical data
acquired from the Licensor under this Licence Agreement (or any products, including the software, incorporating any such data) in breach or any applicable laws or regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
1.7 You shall permit the Licensor to inspect and have access to any premises (and to the computer equipment located there) at or on which the Software is being kept or used, and have access to any records kept in connection with this licence, for the purposes of ensuring that you are complying with the terms of this Licence Agreement, provided that the Licensor provides reasonable advance notice to you of such inspections, which shall take place at reasonable times.
1.8 You agree to use the Software in compliance with applicable laws, including local laws of the country or region in which you reside or in which you download or use the Software.
2. Installation Maintenance
Installation, integration, set-up and maintenance of the Software shall be your responsibility and you shall be responsible for ensuring appropriate installation site conditions.
3. Price and payment
3.1 You must have paid the Licensor the applicable fees specified by
the Licensor in respect of the licence granted under this Licence Agreement.
3.2 Where payment of the fees or any part thereof is not made on a due date (and there is no default on the part of the Licensor) then the Licensor, without prejudice to its other rights or remedies, shall be entitled at its sole discretion to withhold further provision of any of the Software or associated software maintenance services until such time as the outstanding payment is made.
3.3 You agree to pay the Licensor further fees in respect of any additional Users permitted to access the Software pursuant to clause 1.2 in accordance with the Licensors then prevailing rates.
4.1 The Licensor warrants that:
(a) it has full authority to licence the Software and the Documentation to you; and
(b) subject to the Software having been properly installed, integrated and set-up by you, for a period of ninety (90) days from and including the date of purchase of the Software from the Licensor or and authorised reseller of the Software, as applicable, the Software will perform in all material respects in accordance with the functional specification published for the relevant release of the Software. Onus shall be on you to prove the date of purchase of the Software.
4.2 The Licensor does not warrant or represent that:
(a) the operation of the Software will be uninterrupted or error free;
(b) the Software is compatible with third party computer programs;
(c) the Software is compatible on all third party hardware configurations; or
(d) the Software is suitable for your needs.
4.3 The warranties set out in clause 4.1 shall not apply to defects or failures which arise in whole or in part from your failure to meet your obligations under this Licence Agreement, accident, neglect or misuse of the Software, failure of electrical power or circuitry, unusual stress or storage, transportation, handling or repairing by you or operation of the Software by your employees, unless such defects or failures are as a direct consequence of directions given
to you during training supplied by the Licensor.
4.4 The warranties set out in clause 4.1 are the only warranties given under this Licence Agreement. All other express or implied warranties, terms, conditions and representations in relation to the Software or the Documentation are, to the fullest extent permitted by law, excluded from this Agreement, including those concerning satisfactory quality or fitness for purpose or the use of reasonable skill and care.
4.5 You will give notice to the Licensor as soon as you are reasonably able upon becoming aware of a breach of any of the warranties set out in clause 4.1. The Licensor’s sole liability and obligation in relation to a breach of warranty under clause 4.1 shall be to remedy, repair or replace the Software (or the failing parts thereof).
5.1 Nothing in this Licence Agreement shall exclude or limit the Licensor’s liability in respect of death or personal injury caused by negligence, fraud (including fraudulent misrepresentation) or any other liability which cannot by law be limited of excluded.
5.2 Subject to clause 5.1, the Licensor shall not be liable to you for loss (whether direct or indirect) of profits, business, anticipated savings, corruption of data, goodwill or for any indirect or consequential loss or damage whatsoever and whether arising in tort (including negligence), breach of contract or howsoever.
5.3 Subject to clause 5.1, in no event shall the aggregate liability of the Licensor in contract, tort (including negligence) to you in connection with the Licence Agreement exceed the fee paid by you for the Software.
5.4 Subject to clause 5.1, you agree that, in entering into this Licence Agreement, you did not rely on any representation (whether written or oral) of any kind or of any person other than those expressly set out in this Licence Agreement and you shall have no remedy in respect of such representation and the Licensor shall have no liability in any circumstances otherwise than in accordance with the express terms of this Licence Agreement.
6. Intellectual Property Rights
In this Licence Agreement, “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
6.1 All Intellectual Property Rights in the Software and the Documentation vest with the Licensor or its third party licensors. You acknowledge that any Intellectual Property Rights used or embodied in or in connection with the Software and the Documentation shall remain the exclusive property of Licensor, and that, except for the limited rights expressly granted under this Licence Agreement, no Intellectual Property Rights in the Software or the Documentation
shall pass or otherwise vest in you.
6.2 In making authorised copies of the Software pursuant to clause 1.4, you will ensure that all copyright and proprietary notices contained on the original version of the Software also appear on all copies made. You will keep a written record of the whereabouts of copies made and will allow the Licensor from time to time to verify the same.
6.3 You shall promptly report to the Licensor any known or suspected
unauthorised use of the Software and/or the Documentation.
6.4 The Licensor shall indemnify you against any claim that the normal use or possession of the Software in accordance with this Licence Agreement infringes the Intellectual Property Rights of any third party provided that the Licensor is given immediate and complete control of such claim, that you do not prejudice the Licensor’s defence of such claim, that you give the Licensor all reasonable assistance with such claim and that the claim does not
arise as a result of the use of the Software in combination with any equipment or programs not supplied or approved by the Licensor. The Licensor shall have the right to replace or change all or any part of the Software in order to avoid any infringement. The foregoing states the entire liability of the Licensor to you in respect of the infringement of the Intellectual Property Rights of any third party.
During the term of this Licence Agreement and thereafter, you shall keep confidential all, and shall not use for your own purposes (other than implementation of this licence) nor without the prior written consent of the Licensor disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any, information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the Licensor or any of its affiliates, unless that information is public knowledge or already known to such party at the time of
disclosure, or subsequently becomes public knowledge other than by breach of this licence, or subsequently comes lawfully into the possession of such party from a third party. You shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information.
8. Force Majeure
Licensor shall not be liable for any non-performance, defective performance, or late performance under this Licence Agreement due to causes beyond its control and without its fault or negligence such as, but not limited to, acts of God, war (including civil war), civil unrest, acts of government, fire, floods, explosions, the elements, epidemics, quarantine, restrictions, strikes, lock‑outs, plant shutdown, material shortages, or delays in transportation or delays of its suppliers or subcontractors for like cause.
9.1 Without prejudice to any other rights or remedies, the Licensor may, by written notice to you, terminate this Licence Agreement with immediate effect if you fail to comply with any of the terms or conditions of this Licence Agreement.
9.2 Termination or expiry of this Licence Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Licence Agreement which existed at or before the date of termination or expiry.
9.3 Upon termination of this Licence Agreement all right granted to you under this Licence Agreement shall cease and you shall immediately cease all activities authorised by this Licence Agreement. You shall immediately pay to the Licensor any sum due under this Licence Agreement. You shall immediately delete or remove the Software from all computer equipment, storage media and all other files in your possession and certify to the Licensor that all copies
of the Software and Documentation have been destroyed.
9.4 Any provision of this Licence Agreement which expressly or by implication is intended to come into or continue in force on or after termination of this Licence Agreement shall remain in full force and effect.
10.1 No failure or delay by a party to exercise any right or remedy provided under this Licence Agreement 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.
10.2 Except as expressly provided in this Licence Agreement, the rights and remedies provided under this Licence Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
10.3 This Licence Agreement contains the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
10.4 Each party acknowledges that, in entering into this Licence Agreement, it does not rely on any statement, representation, assurance or warranty (whether it was made negligently or innocently)of any person (whether a party to this licence or not) other than as expressly set out in this Licence Agreement.
10.5 No variation of this Licence Agreement shall be effective unless it is in writing and signed by the parties.
10.6 If any provision or part-provision of this Licence Agreement 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 clause shall not affect the validity and enforceability of the rest of this Licence Agreement.
10.7 A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence Agreement.
10.8 Nothing in this Licence Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
10.9 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
10.10 All notices, requests, consents and other communications hereunder must be in writing and will be deemed to have been properly given when actually received by the Licensor at its address set forth in the Recitals hereto and by you at its address provided to the Licensor at the time of entry into this Licence Agreement or as otherwise notified by you to the Licensor.
10.11 You shall not assign, novate or otherwise transfer any of its rights or obligations under this Agreement in whole or in part.
10.12 This Licence Agreement and any dispute or claim (whether contractual or non-contractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
10.13 Each party irrevocably agrees that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this Licence Agreement, its subject matter or formation.