FLUENDO CODEC PACK PLUG-IN FOR GSTREAMER COMMERCIAL LICENSE AGREEMENT BY FLUENDO, S.A. (“FLUENDO”)

IMPORTANT – READ CAREFULLY

THE FOLLOWING LICENSE AGREEMENT AS AMENDED FROM TIME TO TIME AND AVAILABLE WITH THIS PACKAGE (THE “LICENSE AGREEMENT”) GOVERNS THE DOWNLOADING, INSTALLATION AND/OR USE OF FLUENDO’S PROPRIETARY SOFTWARE “FLUENDO CODEC PACK PLUG-IN FOR GSTREAMER”, INCLUDING ANY COMPONENTS, COPIES, UPDATES,ENHANCEMENTS, UPGRADES OR SUBSEQUENT VERSIONS THEREOF THAT MAY BE RELEASED BY FLUENDO (COLLECTIVELY, THE “SOFTWARE”) AND ANY ACCOMPANYING MANUALS, HELP FILES AND DOCUMENTATION (THE "DOCUMENTATION"). PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT AS BY DOWNLOADING, USING AND/OR INSTALLING THE SOFTWARE YOU (THE “LICENSEE”) CONSENT AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. YOU MAY DOWNLOAD, INSTALL AND/OR USE THE SOFTWARE SUBJECT TO THOSE TERMS AND CONDITIONS AND TO ANY APPLICABLE LAW, BEING SOLELY LIABLE FOR ANY BREACH THEREOF. IF YOU DO NOT AGREE TO THIS LICENSE AGREEMENT, FLUENDO DOES NOT GRANT ANY LICENSE TO YOU FOR THE SOFTWARE AND YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.

GRANT OF LICENSE AND RESTRICTIONS

1. Subject to the Licensee’s acceptance and continued compliance with this License Agreement, Fluendo hereby grants the Licensee a non-exclusive, non-transferable limited license to install, use or otherwise benefit from the functionality of the Software in the manner and for the purposes described in the Documentation, on a per computer basis.
2. Except as expressly authorized by Fluendo in writing, it is forbidden to:
   1. decompile, reverse engineer, disassemble or decode the Software or any copy, adaptation, transcription or merged portion of the Software;
   2. attempt to ascertain the source code of the Software or any of its components by any means, nor modify, adapt, translate or create derivative works based on the Software;
   3. tamper or interfere with the functionality, delivery or operation of the Software while using or installing it;
   4. sell, resell, rent, lease, distribute, transfer, assign, sublicense or otherwise deal with the Software, its components, the Documentation or any of the rights granted under this License Agreement;
   5. duplicate, reproduce or copy (except for reasonable backup purposes) the Software or the Documentation; or
   6. export or re-export the Software, directly or indirectly, into any country prohibited by law.
3. It is prohibited to modify, remove, suppress, or in any other way make inconspicuous the copyright, digital fingerprints, watermarks, identification labels, legal notices contained within the Software or other technical protection devices or data identifying Fluendo’s or its licensors rights in the Software, its files or its components.
4. No right is granted herein to any third party to use the Software, to the Licensee to use the Software for any third party, or to the Licensee to utilize the Software for any purpose whatsoever not described herein.

OWNERSHIP

5. Save for the right to use the Software and the Documentation expressly provided for in this License Agreement, the Licensee agrees and acknowledges that all title to and rights in the Software, its components, structure, databases, source code or design, and in the Documentation, including without limitation all copyright trademarks, trade secrets, patents, and all other intellectual or industrial property rights and other confidential or proprietary information contained therein remain the property of Fluendo or its licensors.

LIABILITY

6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND PROVIDED THAT LIABILITY SHALL NOT BE EXCLUDED OR LIMITED IN RESPECT OF MALICIOUS INTENT OR GROSS NEGLIGENCE, FLUENDO HEREBY EXCLUDES ALL LIABILITY IN RESPECT OF:
   1. ANY LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, OR CLAIMS BY A THIRD PARTY, EVEN IF A FLUENDO REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS.
   2. DAMAGES, CLAIMS OR LIABILITIES ARISING OUT OF ANY OF THE FOLLOWING:
      1. THE CONTENT (INCLUDING WITHOUT LIMITATION ITS NATURE OR ANY INTELLECTUAL PROPERTY RIGHTS THEREIN) AND/OR ANY OTHER DATA, IMAGES, VIDEOS OR SOUNDS WHATSOEVER THAT THE LICENSEE MAY ACCESS OR TRANSMIT USING THE SOFTWARE;
      2. LIABILITY TO ANY EMPLOYER, PRINCIPAL, CLIENT, LESSOR OR PROVIDER OF COMPUTER EQUIPMENT OR FACILITIES, ARISING OUT OF THE INSTALLATION OF OR USE OF THE SOFTWARE;
      3. ANY CHARGES WHICH THE LICENSEE MAY INCUR TO ANY TELECOMMUNICATIONS SERVICE OR NETWORK.
7. FLUENDO EXPRESSLY EXCLUDES ALL LIABILITY IN CONNECTION WITH ANY THIRD PARTY APPLICATIONS OR THIRD PARTY COMPONENTS THAT MAY BE INCLUDED WITHIN THE SOFTWARE, OR YOUR USE THEREOF.
8. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLUENDO’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS LICENSE AGREEMENT WILL BE LIMITED IN ANY CASE TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY, OR, IF HIGHER, TO THE MINIMUM AMOUNT STIPULATED BY A COMPULSORY LAW.

INDEMNITY

9. BY DOWNLOADING, INSTALLING, USING OR UNINSTALLING THE SOFTWARE, THE LICENSEE HEREBY AGREES TO, AT ITS OWN EXPENSE, INDEMNIFY, DEFEND AND HOLD HARMLESS FLUENDO, ITS PARENTS, SUBSIDIARIES AND AFFILIATES, ITS BUSINESS PARTNERS, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, INJURIES, CAUSES OF ACTION, CLAIMS, DEMANDS AND EXPENSES, INCLUDING LEGAL FEES AND EXPENSES, OF WHATEVER KIND OR NATURE ARISING OUT OF, RELATING TO OR RESULTING FROM ANY CLAIM ARISING FROM OR RELATING TO (I) ANY BREACH BY THE LICENSEE OF THIS LICENSE AGREEMENT; OR (II) THE LICENSEE’S DOWNLOAD, INSTALLATION, USE OR UNINSTALLATION OF THE SOFTWARE.

TERMINATION

10. This grant of license begins upon acceptance by the Licensee, either expressly or through use or possession of the Software, and shall continue until terminated as provided in this License Agreement.
11. The Licensee may terminate this License Agreement at any time by uninstalling the Software and destroying all copies of the Software. Upon any termination, the Licensee agrees to uninstall the Software and return or destroy all copies of the Software, the Documentation, and all other associated materials.
12. The Licensee’s failure to comply with any of the terms and conditions of this License Agreement terminates the Licensee’s right to use the Software and/or the Documentation, and the Licensee will not receive a refund.

CONFIDENTIALITY

13. The Software, the Documentation, the terms of this License Agreement and any other related material or data disclosed by Fluendo to the Licensee will be confidential (“Confidential Information”) and the Licensee will not disclose such Confidential Information in any form to any third party without the express written consent of Fluendo, except to the extent that such information: (a) is previously known to the Licensee; (b) becomes publicly known or independently generated through no breach of this obligation; (c) is acquired by the Licensee from a third party which was not under an obligation to Fluendo not to disclose such information; or (d) is required to be disclosed by a court or regulatory or legislative order or provision.
14. The Licensee will keep the Software and the Documentation in confidence in perpetuity, will take all measures necessary to protect and maintain the confidential and proprietary character of the Software and the Documentation, and will indemnify Fluendo from all losses and damages resulting from unauthorized or improper disclosure, dissemination or use of the Software or the Documentation, as a result, in whole or in part, of the Licensee’s action or inaction.

GENERAL

15. This License Agreement contains the entire agreement between the Licensee and Fluendo with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations of any kind and proposals, written and oral, relating to its subject matter.
16. If any provision of this License Agreement is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be severed from this License Agreement and the other provisions shall remain in full force and effect.
17. All notices given by either party to the other pursuant to this License Agreement shall be in writing and delivered at its principal place of business by fax or delivery service (in either case with acknowledgement of receipt).
18. The waiver or failure of Fluendo to exercise in any respect any rights provided for in this License Agreement shall not be deemed a waiver of any actual or further right under this License Agreement.
19. This License Agreement shall be governed by and construed in accordance with the laws of Spain, and the parties submit to the exclusive jurisdiction of the Courts and Tribunals of Barcelona in connection with all matters arising under this License Agreement.

This product is protected by certain intellectual property rights of Microsoft. Use or distribution of such technology outside of this product is prohibited without a license from Microsoft.

FLUENDO, S.A. http://www.fluendo.com
C.I.F.: A-64001217
World Trade Center Edificio Norte, 2 pl.
08039 BARCELONA - SPAIN
+34 933 175 153