Software License Agreement
IMPORTANT – PLEASE READ THE TERMS OF THIS Software LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY. BY DOWNLOADING THE SOFTWARE, (1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT, PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE DEVELOPER (THE “DEVELOPER”), AND TO BIND THE DEVELOPER TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD OR USE THE SOFTWARE.
THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN DEVELOPER AND VIRO MEDIA, INC. “VIRO” “WE” OR “US”) FOR THE ACCOMPANYING SOFTWARE PRODUCT, WHICH INCLUDES VIRO’S SOFTWARE AND MAY INCLUDE MEDIA, PRINTED MATERIALS AND “ONLINE” OR ELECTRONIC DOCUMENTATION (THE “SOFTWARE”).
This Agreement governs your use of the Software.
(a) Software. Subject to the terms of this Agreement, VIRO grants to Developer a limited, revocable, nontransferable, nonexclusive, non-sublicenseable license to (a) internally use, perform, display, and reproduce the Software in object code form for the sole purpose of integrating such code into the Developer’s software application (“Developer App”); (b) use, perform, display, reproduce, and distribute the Software in executable object code format solely as incorporated into a Developer App to end users pursuant to a binding written agreement that contains terms no less restrictive than the Minimum EULA Terms set forth below.
(b) Third Party Software. The Software may contain third party software which requires notices and/or additional terms and conditions. Such required third party software notices and/or additional terms and conditions are located at https://docs.viromedia.com/docs/third-party-software and are made a part of and incorporated by reference into this Agreement. By accepting this Agreement, you are also accepting the additional terms and conditions, if any, set forth therein.
(c) Open Source Software. Certain items of independent, third-party code may be included in the Software that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). Such Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in this Agreement limits Developer’s rights under, or grants Developer rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in this Agreement restricts Developer’s right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
(d) Trademarks. Developer shall: (i) use the term “Viro Media” in a referential phrase, e.g., “powered by VIRO” or “powered by ViroMedia” in the Application or Software description; and (ii) use VIRO’s logo in an app scene; options include the splash screen and/or start screen. Examples of approved uses of VIRO’s logo may be found at: https://docs.viromedia.com/docs/attribution. Developer will, upon request, provide VIRO with samples of its uses of VIRO’s trademarks pursuant to this Section 1(d), and will make any changes to such uses as VIRO may request. All uses of VIRO’s name, trademarks, logos and branding shall inure solely to the benefit of VIRO. Except as set forth herein, Developer does not have any rights in or to VIRO’s name, trademarks, logos or branding.
(e) Support. VIRO has no obligation to provide any support or engineering assistance of any sort unless otherwise agreed in writing by VIRO. You will bear sole responsibility for any and all support requested or required by end users of the Developer App.
Restrictions. The rights granted to Developer in this Agreement are subject to the following restrictions: Except as expressly permitted in this Agreement, if at all, (a) Developer shall not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose or otherwise commercially exploit or make the Software available to any third party; (b) Developer shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Software; (c) no part of the Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means; and (d) any future release, update, or other addition to functionality of the Software shall be subject to the terms of this Agreement. Developer must reproduce, on all copies made by or for Developer, and must not remove, alter, or obscure in any way all proprietary rights notices (including copyright notices) of VIRO or its suppliers on or within the copies of the Software.
Acceptable Developer App Policy.
(a) The following constitute the “Acceptable Developer App Policy”: The Developer App may not: (i) circumvent or claim to circumvent limitations on features or functionality of the Software; (ii) violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (iii) be unlawful. The Developer App must (1) include, in addition to the Software, a substantial amount of other software developed by Developer or licensed by Developer from third parties; (2) provide substantially more than the same functionality as the Software; and (3) not have the purpose of building other platforms that compete with the Software. Developer is solely responsible for the Developer App and may not state or imply that VIRO in any way endorses, certifies, or is affiliated with the Developer App. Developer is solely responsible for compliance with, and will comply with, all applicable laws and regulations in connection with the Developer App, including in connection with any user data collected by, or sent to VIRO via, the Developer App.
(b) VIRO reserves the right (but has no obligation) to review any Developer App, and to block any Developer App, or take other actions VIRO deems appropriate in connection with any Developer App, if VIRO, in its sole discretion: (i) disapproves of the Developer App; (ii) believes that the Developer or the Developer App violates the Acceptable Developer App Policy or any other provision of this Agreement; (iii) believes that the Developer App otherwise creates liability for us, our users, or any other person.
DISCLAIMER OF WARRANTIES. VIRO IS PROVIDING THE SOFTWARE ON AN “AS IS” BASIS, FOR USE BY DEVELOPER AT ITS OWN RISK. VIRO PROVIDES NO TECHNICAL SUPPORT, WARRANTIES OR REMEDIES FOR THE SOFTWARE. VIRO AND ITS SUPPLIERS DISCLAIM ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES RELATING TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIRO DOES NOT WARRANT THAT USE OF THE SOFTWARE WILL BE STABLE, AVAILABLE, CONTAIN CERTAIN FEATURES, UNINTERRUPTED, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. 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 DOWNLOAD. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VIRO OR OTHERS SHALL CREATE A WARRANTY, CONDITION OR REPRESENTATION OR IN ANY WAY EXTEND THE SCOPE OF THE “AS IS” PROVISION OF THE SOFTWARE.
LIMITATION OF REMEDIES AND DAMAGES. NEITHER VIRO NOR ITS SUPPLIERS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS OR CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS. VIRO’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER SHALL NOT EXCEED FIFTY DOLLARS ($50.00). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO DEVELOPER.
Basis of Bargain. The warranty disclaimer and limitation of liability set forth above are fundamental elements of the basis of the agreement between VIRO and Developer. VIRO would not be able to provide the Software on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of VIRO’s suppliers
Term and Termination. This Agreement and the licenses granted hereunder are effective on the date Developer accepts the terms of this Agreement and shall continue unless this Agreement is terminated by either party pursuant to this section. VIRO may terminate this Agreement immediately upon notice to Developer in the event that Developer materially breaches any of the terms hereof. VIRO may terminate this Agreement for convenience upon providing sixty (60) days notice to DeveloperDeveloper may terminate this Agreement at any time, with or without cause. Developer may terminate this Agreement by sending either an email to email@example.com with Developer’s name and the subject “REMOVE” or a letter by United States mail to: Viro Media, 1601 5th Ave 11th Floor, Seattle, WA 98101 or to such other address as VIRO may specify in writing by posting the new address on the VIRO website. Upon termination, the license granted hereunder shall terminate and Developer shall immediately destroy any copies of the Software in its possession, but the terms of this Agreement which are intended to survive termination will remain in effect, including Sections 5, 6 and 9 through 14.
Modifications. VIRO reserves the right, at any time, to modify, suspend, or discontinue the Software, or change access requirements, with or without notice. Developer agrees that VIRO will not be liable to Developer or to any third party for any modification, suspension, or discontinuance of the Software. VIRO reserves the right to change the terms and conditions of this Agreement or its policies relating to the Software at any time, and such changes will be effective thirty (30) days after notice to Developer. Developer’s continued use of the Software after any such changes take effect shall constitute Developer’s consent to such changes. Developer is responsible for providing VIRO with Developer’s most current e-mail address. In the event that the last e-mail address provided by Developer is not valid, VIRO’s dispatch of an e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.
Ownership. The Software, and all worldwide intellectual property rights therein, are the exclusive property of VIRO and its suppliers. All rights in and to the Software not expressly granted to Developer in this Agreement are reserved by VIRO and its suppliers. Subject to VIRO’s rights in the Software, the Developer App, and all worldwide Intellectual Property Rights therein, are the exclusive property of Developer and its suppliers. Developer may from time-to-time provide suggestions, comments, ideas or other feedback (“Feedback”) to VIRO with respect to the Software. VIRO shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
Confidentiality. “Confidential Information” includes the non-public elements and portions of the Software, including its source code and structure, and any other materials of VIRO that VIRO designates as confidential or which Developer should reasonably believe to be confidential. Developer shall hold VIRO’s Confidential Information in confidence and shall neither disclose such Confidential Information to third parties nor use VIRO’s Confidential Information for any purpose other than as necessary to perform under this Agreement. Developer agrees to limit access to the Confidential Information to those employees, agents, and representatives who are necessary for Developer to perform its obligations under this Agreement. All such employees, agents, and representatives must have a written confidentiality agreement with Developer that is no less restrictive than the terms contained herein. Developer will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as Developer protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The foregoing restrictions on disclosure shall not apply to Confidential Information that is (a) already known by Developer; (b) becomes, through no act or fault of Developer, publicly known; (c) received by Developer from a third party without a restriction on disclosure or use; or (d) independently developed by Developer without reference to VIRO’s Confidential Information.
Indemnity. Developer agrees to indemnify and hold VIRO harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) the Developer App; (b) Developer’s violation of this Agreement; or (c) Developer’s violation of applicable laws or regulations. VIRO reserves the right, at Developer’s expense, to assume the exclusive defense and control of any matter for which Developer is required to indemnify VIRO and Developer agrees to cooperate with VIRO defense of these claims. License agrees not to settle any matter without the prior written consent of VIRO. VIRO will use reasonable efforts to notify Developer of any such claim, action or proceeding upon becoming aware of it.
Export. The Software and related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Developer agrees to strictly comply with all such laws and regulations and acknowledges that it has the responsibility to obtain authorization to export, re-export, or import the Software and related technology, as may be required. Developer will indemnify and hold VIRO harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by Developer of its obligations under this section.
Miscellaneous. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect. The parties to this Agreement are independent contractors. Each party will bear its own costs and expenses in performing this Agreement. We will be responsible for ensuring that our subcontractors comply with the applicable portions of this Agreement when performing for us or on our behalf. Our failure to enforce any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce the provision. You may not assign any of your rights or obligations under this Agreement, whether by operation of law or otherwise, without our prior written consent, except that you may assign all of your rights and obligations under this Agreement to any corporation or other entity without consent in connection with a merger or the sale of all or substantially all of your assets as long as you give us written notice of any such assignment no later than ten business days before such assignment. Subject to the foregoing limitation, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS LOCATED IN LOS ANGELES, CALIFORNIA WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. This Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes any and all prior or contemporaneous agreements between the parties with respect to its subject matter, and does not give any third party (except where specified) any rights or remedies hereunder.
Questions Or Additional Information. If you have questions regarding this Agreement, or wish to obtain additional information, please send an e-mail to firstname.lastname@example.org.