EULA - End User License Agreement
END USER LICENSE AGREEMENT
1. Introduction and Acceptance. BEFORE DOWNLOADING OR USING THE SOFTWARE MADE AVAILABLE IN BINARY FORM ON THIS PAGE (the "Software"), YOU (“you”, or the “User”) MUST READ AND AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT, AS MODIFIED FROM TIME TO TIME BY LIVESTREAM (the “Agreement”). IF YOU DO NOT READ AND AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT DOWNLOAD OR USE THE SOFTWARE. BY CLICKING THE "I AGREE" BUTTON, OR BY PROCEEDING TO DOWNLOAD OR USE THE SOFTWARE, YOU ARE REPRESENTING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THE FOLLOWING TERMS.
2. License Grant. Subject to the terms of this Agreement, Livestream grants User a non-exclusive, nontransferable, revocable license at no charge to User, to:
(a) download and install a single copy of the Software to your computer;
(c) download and print a reasonable number of copies of any user documentation provided to you by Livestream in online or other electronic form for your internal purposes only.
3. License Restrictions. The limited license granted to you above is subject to the following restrictions:
(a) User may not use the Software to publish or broadcast any audiovisual content other than through approved use of the intended features of the Livestream Service, which is governed by separate terms;
(b) User may not rent, lease, sublicense, sell, assign, loan, or otherwise transfer the Software or any of User’s rights or obligations under this Agreement.
(c) User may not modify, translate, reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Software, including without limitation any such mechanism used to restrict or control the functionality of the Software, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Software (except that the foregoing prohibition shall not apply to the extent that such activities may not be prohibited under applicable law, or in connection with certain open source software);
(d) User may not remove or destroy any copyright notices or other proprietary markings. User may not modify or adapt the Software, merge the Software into another program or create derivative works based on the Software;
(e) User may not reproduce or distribute the Software without Livestream’s authorization, except that User may make one copy of the Software for back-up purposes only; and
(f) User may not use the Software in any way that would violate or infringe upon the rights of any third party, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right.
4. Ownership. The license granted hereunder does not constitute a transfer or sale of Livestream’s ownership rights in or to the Software. Except for the limited license rights granted above, Livestream and its licensors retain all right, title and interest in and to the Software, including all intellectual property rights therein. The Software is protected by applicable intellectual property laws and international treaties.
5. Trademarks. Certain of the names used in this Agreement, the Software and related documentation may constitute trademarks of Livestream or third parties. This agreement does not authorize User to use any such trademarks.
6. Open Source Software. The Software may contain certain open source software. Each item of open source software is subject to its own applicable license conditions. Information on where to obtain source code for such software and copies of the applicable licenses is available on the Procaster Site at http://www.procaster.com/license/thirdpartylicenses.html . Copyrights to the open source software are held by the copyright holders indicated in the copyright notices in the documentation or the applicable help, about, or source files to such open source software.
7. Termination. This Agreement, and all of User’s rights hereunder, shall terminate immediately upon (i) any breach by User; (ii) User’s declining to agree to any modifications to the terms of this Agreement presented by Livestream to User. Without limiting the foregoing, Livestream may, in its sole discretion, terminate this Agreement, and all User’s rights hereunder, at any time and for any reason, by giving notice to you. Upon termination of this Agreement for any reason, User agrees to promptly uninstall the Software, delete any copy of the Software you have made, and immediately cease all further use and copying of the Software. Sections 3, 4, 8, 10, 11, 12, 13, and 14 shall survive any termination of this Agreement.
8. Modification of Terms. Livestream reserves the right to modify the terms of this Agreement at any time, and such modified terms shall be effective immediately upon being made available on the Livestream Site. In the event that such modifications materially alter User’s rights or obligations hereunder, User will be prompted to review such modified terms, and must agree to the modified terms before continuing to use the Software. If User declines to accept the modified terms, this Agreement, and all of User’s rights hereunder, will immediately terminate, pursuant to Section 7 of this Agreement.
9. No Warranty. Because it is provided free of charge, THE SOFTWARE IS FURNISHED TO YOU ON AN "AS-IS" BASIS WITHOUT ANY WARRANTY. USER ASSUMES ALL RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE USER’S INTENDED RESULTS, AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LIVESTREAM HEREBY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH THE SOFTWARE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE, AND NONINFRINGEMENT. Without limiting the foregoing, Livestream does not warrant that the Software will function error-free or without interruption, and you assume all risk and liability associated therewith.
10. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL LIVESTREAM BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, OR OTHER SUCH LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LIVESTREAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT THE AGGREGATE LIABILITY OF LIVESTREAM TO USER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO LIVESTREAM IN THE 12 MONTHS PRIOR TO ASSERTING THE CLAIM.
11. Indemnification. User shall indemnify, defend, and hold harmless Livestream, its officers, directors, employees, consultants, affiliates, subsidiaries, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with (i) your use of the Software; (ii) your breach of this Agreement; or (iii) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
12. U.S. Government Restricted Rights. If the Software is licensed for use by the United States or for use in the performance of a United States government prime contract or subcontract, User agrees that the Software is delivered as: (i) "commercial computer software" as defined in DFARS 252.227-7013, Rights in technical data – Noncommercial items (Nov 1995), DFARS 252.227-7014 Rights in noncommercial computer software and noncommercial computer software documentation (Jun 1995), and DFARS 252.211-7015 Technical data Commercial items (Nov 1995); or (ii) as a "commercial item" as defined in FAR 2.101; whichever is applicable. The use, duplication, and disclosure of the Software by the Department of Defense shall be subject to the terms and conditions set forth in the accompanying license agreement as provided in DFARS 227.7202. All other use, duplication and disclosure of the Software and documentation by the United States shall be subject to the terms and conditions set forth in the accompanying license agreement and the restrictions contained in subsection (c) of FAR 52.227-19, Commercial computer software—Restricted rights (June 1987). Contractor/licensor is Livestream LLC.
13. Export Restrictions. User may not export or re-export the Software without (i) the prior written consent of Livestream; and (ii) complying with applicable export control laws and obtaining any necessary permits and licenses.
14. General. (i) This Agreement is governed by the laws of the state of New York, without giving effect to any conflicts of laws principles that would require the application of the laws of a different state; (ii) you and Livestream hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in New York; (iii) Livestream may provide you with notices, including those regarding changes to the terms of this Agreement, by email to the email address you provided when you registered for the Livestream Service, or by postings on the Livestream Service, and such notice will be deemed given immediately in the case of notice posted to the Livestream Site, or twenty-four hours after notice is sent by email, unless Livestream is notified that the email address is invalid; (iv) User shall not assign or transfer this Agreement, or any rights granted to User hereunder, including by operation of law or otherwise, or upon change of control, if applicable, without the prior written consent of Livestream; (v) The waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default; (vi) This Agreement (as amended by Livestream from time to time), constitutes the entire and exclusive agreement between Livestream and User with respect to the subject matter hereof and supersedes any other communications, whether oral or written, with respect to the subject matter hereof; (vii) If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect and the invalid or unenforceable provision shall be reformed to the extent necessary to make it valid and enforceable, and as nearly as possible to effectuate the original intent of the provision.
15. Questions. A variety of useful information about the Software and the Livestream Service is available on the Livestream Site (www.livestream.com) and you should check there first if you have questions. Should you have any questions that are not answered on the Livestream Site, please contact email@example.com