MATROX
SOFTWARE LICENSE AGREEMENT (HEREAFTER REFERRED TO AS LICENSE)
THIS
IS A LEGAL AGREEMENT BETWEEN THE LICENSEE AND MATROX ELECTRONIC SYSTEMS LTD
("MATROX") CONCERNING THE USAGE OF THE MATROX SOFTWARE. BY
DOWNLOADING, INSTALLING, COPYING, ACCESSING, CLICKING ON AN "ACCEPT"
BUTTON, OR OTHERWISE USING THE SOFTWARE, THE LICENSEE AGREES TO THE TERMS OF
THIS LICENSE. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF YOUR COMPANY,
ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY, OR DEPARTMENT
OF THE FEDERAL GOVERNMENT AS ITS AUTHORIZED LEGAL REPRESENTATIVE, YOU REPRESENT
AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND LICENSEE TO THESE TERMS. IF
YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, PLEASE RETURN YOUR MATROX
PRODUCT. IF THE SOFTWARE WAS DOWNLOADED, DESTROY ALL COPIES OF THE SOFTWARE.
In
this License “Software” refers to: any firmware, software, associated software
components, media, printed materials, and "online" or electronic
documentation related to Matrox products.
The
Software is not sold, and instead is only licensed for use, strictly in
accordance with this document. This License does not cover the sale of
hardware, since it may not necessarily be sold as a package with the Software.
This License sets forth the terms and conditions of the Software license only.
Any
Software provided to Licensee is the copyrighted work of Matrox and/or third
party software suppliers (if any). The present License does not give Licensee
any intellectual property rights to the Software or its derivatives. The
downloading and/or the use of any Software are subject to the following
restrictions and limitations:
LICENSES:
If you are an end user, the "End User License" shall apply to you.
If you are an original equipment manufacturer (OEM), the "OEM
License" shall apply to you.
END USER LICENSE
1.
Licensee may install the Software on an unlimited number of computers owned or
leased by Licensee in any location. The Software is subject to a restricted
license therefore Licensee must use the Software on a single computer owned or
leased by Licensee at a time, in conjunction with and for the purpose of,
operating the Matrox hardware product. Use of the Software in conjunction with
non-Matrox products is prohibited and not licensed hereunder. Licensee shall
also have the right to make one copy of the Software in any computer-readable
or printed form for back-up or archival purposes;
2.
No right to recopy, publish, display, network, rent, loan, lend, assign, sell,
distribute, license, sub-license, alter, modify, disassemble, de-compile,
create derivative works or reverse engineer any Software in any manner
whatsoever is hereby given, except as provided in this License. Violation may
result in severe civil and/or criminal penalties, as violators will be
prosecuted to the maximum extent possible;
3.
Licensee agrees to treat the Software as confidential information, and shall
protect said information by using the same degree of care Licensee uses to
protect Licensee’s own confidential information, but no less than a reasonable
degree of care, to prevent the unauthorized use, dissemination, disclosure or
publication of such, or to use this Software to: (i) develop inventions
directly derived from confidential information to seek patent protection; (ii)
assist in the analysis of Licensee’s patents and patent applications; or (iii)
modify Licensee’s existing patents or patent applications;
4.
Licensee may only provide and disclose parts of the Software to third parties
who have a need-to-know for the purpose of installation, service integration
and/or support of said Software within Licensee’s product. In such event,
Licensee may only disclose the relevant and necessary parts of the Software to
permit the third party to accomplish his work provided that all such
disclosures shall be subject to the terms and conditions of this License;
5.
Licensee may not grant any sublicense, lease or other right in the Software to
others;
6.
Notwithstanding any other provision in this License, if Licensee provides any
ideas, suggestions or recommendations to Matrox regarding the Licensed Software
and/or Licensee’s product (“Feedback”), Matrox is free to use and incorporate
such Feedback in Matrox’s products, without payment of royalties or other
consideration to Licensee;
7.
Licensee shall not have the right to alter or remove any Matrox or third party
copyright, trademark or patent notices in the Software.
OEM LICENSE
Licensee
may reproduce and distribute the Software only as an integral part of or
incorporated in Licensee’s product or as a standalone Software maintenance
update for existing end users of Licensee’s products, excluding any other
standalone products, subject to these conditions:
1. This Software is subject to a restrictive license therefore it is licensed
for use only in conjunction with the Matrox hardware product. Use of the
Software in conjunction with non-Matrox products is prohibited and not licensed
hereunder;
2. No right to recopy, publish, display, sell, network, rent, loan, lend,
distribute, license, sub-license, alter, modify, disassemble, de-compile,
create derivative works or reverse engineer any Software in any manner
whatsoever is hereby given, except as provided in this License. Violation may
result in severe civil and/or criminal penalties, as violators will be
prosecuted to the maximum extent possible;
3. Licensee agrees to treat the Software as confidential information, and shall
protect said information by using the same degree of care Licensee uses to
protect Licensee’s own confidential information, but no less than a reasonable
degree of care, to prevent the unauthorized use, dissemination, disclosure or
publication of such, or to use this Software to: (i) develop inventions
directly derived from confidential information to seek patent protection; (ii)
assist in the analysis of Licensee’s patents and patent applications; or (iii)
modify Licensee’s existing patents or patent applications;
4. Licensee may only distribute the Software to Licensee’s customers pursuant
to a written license agreement. At a minimum such license shall safeguard
Matrox's ownership rights to the Software and such agreement shall contain
similar terms and obligations;
5. Licensee may only provide and disclose parts of the Software to third
parties who have a need-to-know for the purpose of installation, service
integration and/or support of said Software within Licensee’s product. In such
event, Licensee may only disclose the relevant and necessary parts of the
Software to permit the third party to accomplish his work provided that all
such disclosures shall be subject to the terms and conditions of this License;
6.
Notwithstanding any other provision in this License, if Licensee provides any
ideas, suggestions or recommendations to Matrox regarding the Licensed Software
and/or Licensee’s product (“Feedback”), Matrox is free to use and incorporate
such Feedback in Matrox’s products, without payment of royalties or other
consideration to Licensee.
7.
Licensee shall not have the right to alter or remove any Matrox or third party
copyright, trademark or patent notices in the Software.
GENERAL
LICENSE TERMS: (APPLICABLE TO BOTH END-USERS & OEM’S)
There
are inherent dangers in the use of any software available for downloading on
the Internet and Matrox cautions Licensee to ensure that Licensee completely
understands the potential risks before downloading any of the Software.
Licensee is solely responsible for adequate protection and backup of the data
and equipment used in connection with any of the Software, and Matrox will not
be liable for any damages that may be suffered in connection with use of the
Software.
Licensee
hereby acknowledges and agrees that this License, and all its terms and
conditions, automatically applies, without other notice, to future updates of
the Software, firmware, BIOS, drivers and associated utilities.
In
addition, certain third party intellectual property may be provided with or
included in the Software. The third party license terms accompanying such
Software, found at http://www.matrox.com/video/licenses/
and if applicable, in the license.txt file located in the root installation
directory, will govern your use of such Software. Matrox does not warrant and
is not liable for such third party intellectual property, or anything related
thereto. Licensee acknowledges and agrees to comply with the terms of all
applicable third party software licenses if any. Please be advised that the
terms and conditions of third party license agreements may be updated from time
to time. It is the Licensee responsibility to verify that the agreement listed
is current and applicable. Please note that this list of third party licenses
is not exhaustive and was determined according to Matrox's understanding and to
the best of its knowledge.
PRE-RELEASE
LICENSE EXCLUSION: If you are using a version of the licensed Software that is
designated, without limitation, as an alpha, beta, engineering sample,
preliminary or early access version of the Software, then; (a) the Software is
deemed to be pre-release code (e.g. alpha or beta, engineering sample,
preliminary, early access, etc.), which may not be fully functional and which
Matrox may substantially modify in development of a commercial version, and for
which Matrox makes no assurances that it will ever develop or make generally
available in a commercial version, and (b) Licensee shall have the right to use
the Software only for the duration of the pre-release term or until the
commercial release, if any, of the Software, whichever is shorter. For clarity,
a remedy to any bug, defect, error or fault in any pre-release version of the
Software will absolutely require upgrading to a new version of the Software.
Matrox reserves the right to change any content of this new version of the
Software at its sole discretion.
COPYRIGHT
All
title, including but not limited to copyrights, in and to the Software and any
copies thereof are owned by Matrox or its suppliers. All title and intellectual
property rights in and to the content which may be accessed through use of the
Software is the property of the respective content owner and may be protected
by applicable copyright or other intellectual property laws and treaties. This
License grants you no rights to use such content. All rights not expressly
granted are reserved by Matrox.
DISCLAIMER
OF WARRANTIES
LICENSEE
EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT LICENSEE’S
SOLE RISK. THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF
ANY KIND AND MATROX EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF ITS SOFTWARE AND ANY
THIRD PARTY INTELLECTUAL PROPERTY. MATROX DOES NOT WARRANT THAT THE CONTENTS OF
THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE
SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE
WILL BE CORRECTED. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE SOFTWARE IS
ASSUMED BY LICENSEE. FURTHERMORE, MATROX DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE, OF THE SOFTWARE OR
ANY THIRD PARTY INTELLECTUAL PROPERTY IN TERMS OF ITS CORRECTNESS, ACCURACY,
RELIABILITY, CURRENTNESS, OR OTHERWISE. SHOULD THE CONTENTS OF THE SOFTWARE
PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING,
REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.
LICENSEE
ACKNOWLEDGES AND AGREES THAT LICENSEE IS SOLELY RESPONSIBLE FOR DETERMINING
WHETHER ANY THIRD PARTY PATENT OR COPYRIGHT LICENSES, INCLUDING BUT NOT LIMITED
TO VARIOUS AUDIO AND VISUAL STANDARDS, ARE NECESSARY TO USE, IMPLEMENT OR
DISTRIBUTE THIS PRODUCT, WHICH INCLUDES ANY OR ALL SOFTWARE OR HARDWARE.
LICENSEE IS RESPONSIBLE TO ADVISE LICENSEE’S CUSTOMERS OF THE LIMITATIONS PROVIDED
HEREIN.
LIMITATION
OF LIABILITY
UNDER
NO CIRCUMSTANCES SHALL MATROX, ITS SISTER COMPANIES, ITS SUBSIDIARIES BE LIABLE
FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL
DAMAGES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SOFTWARE. THIS
LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MATROX HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES,
MATROX'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MINIMUM
REQUIRED BY LAW.
UNAUTHORIZED
USE. THIS SOFTWARE RELATED THERETO ARE NOT DESIGNED, INTENDED, AUTHORIZED
OR WARRANTED TO BE SUITABLE FOR USE OR RESALE IN ANY TYPE OF SYSTEM OR OTHER
APPLICATIONS RELATED TO, HAZARDOUS OR POTENTIALLY HAZARDOUS ENVIRONMENTS OR
APPLICATIONS REQUIRING HIGH-AVAILABILITY OR FAIL-SAFE PERFORMANCE, WHERE
PERSONAL INJURY OR DEATH MAY OCCUR, SUCH AS MEDICAL SYSTEMS, LIFE SUSTAINING, LIFE
SAVING SYSTEMS, OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, PUBLIC WORKS, WEAPONS SYSTEMS, OR
ANY OTHER APPLICATION IN WHICH THE FAILURE OF A PRODUCT COULD LEAD TO
PROPERTY DAMAGE, ENVIRONMENTAL DAMAGE, OR PERSONAL INJURY. LICENSEE
WILL NOT USE, OR PERMIT TO BE USED, THE PRODUCTS FOR SUCH HIGH-AVAILABILITY,
FAIL-SAFE OR CRITICAL APPLICATIONS AND FURTHER, LICENSEE AGREES TO INDEMNIFY,
DEFEND AND HOLD HARMLESS MATROX AND ITS MANAGERS, DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS AND ITS 3RD PARTY SUPPLIERS
FROM AND AGAINST ANY ACTION, SUIT, PROCEEDING, COST, EXPENSE, DAMAGES, AND
LIABILITY (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES) ARISING
OUT OF , OR RELATED TO, THE BREACH OF LICENSEE’S OBLIGATIONS RELATED HERETO,
EVEN IF SUCH CLAIM ALLEGES THAT MATROX WAS NEGLIGENT REGARDING THE DESIGN OR
MANUFACTURE OF THE SOFTWARE.
DISCLAIMER
OF WARRANTIES AND LIMITATION OF LIABILITIES FOR THIRD PARTY SOFTWARE INCLUDED
WITH OR IN THE SOFTWARE. ALL THIRD PARTY SOFTWARE INCLUDED WITH
THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. MATROX AND ITS
3RD PARTY SUPPLIERS MAKE NO WARRANTY TO LICENSEE, WHETHER EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, REGARDING ANY THIRD
PARTY SOFTWARE, OR ITS USE AND OPERATION ALONE OR IN COMBINATION WITH LICENSEE
PRODUCTS. NEITHER LICENSEE, NOR ITS EMPLOYEES, AGENTS, OR DISTRIBUTORS HAVE ANY
RIGHT TO MAKE ANY OTHER REPRESENTATION, WARRANTY OR PROMISE WITH RESPECT TO ALL
THIRD PARTY SOFTWARE INCLUDED WITH THE SOFTWARE.
MATROX HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD LICENSEE HARMLESS FROM
AND AGAINST ANY CLAIM THAT ANY THIRD PARTY SOFTWARE INFRINGES ANY THIRD PARTY
PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT. LICENSEE
WILL PROMPTLY NOTIFY MATROX IN WRITING OF ANY SUCH CLAIM.
MATROX HAS NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD LICENSEE HARMLESS FROM
AND AGAINST ANY CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY THAT READS UPON
OR IS INFRINGED BY A GENERALLY RECOGNIZED AUDIO, VIDEO, TECHNOLOGY OR PATENT
STANDARD OR RECOMMENDATIONS, INCLUDING WITHOUT LIMITATION AVC/H.264, IEEE 1394,
JPEG, JPEG2000 AND MPEG-4.
IN
ANY EVENT, MATROX’S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ANY AND ALL
CAUSE OF ACTION SHALL BE LIMITED TO THE AGGREGATE OF ALL AMOUNTS PAID BY
LICENSEE TO MATROX, DURING THE TWELVE (12) MONTH PERIOD PRIOR TO OBTAINING A
FINAL, NONAPPEALABLE JUDGMENT OR $50,000.00 USD, WHICHEVER IS LOWER. THE
FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS
ESSENTIAL PURPOSE.
TERMINATION
This
License will automatically terminate if Licensee fails to comply with any of
the terms and conditions hereof. In such event, Licensee must destroy all
copies of the Software and all of its component parts. Matrox reserves the
right to terminate this License without prejudice to any additional recourses
Matrox may have against Licensee if Licensee violates any of this Licenses’
terms and conditions.
Matrox
will not, by reason of the termination of this License, be liable for
compensation, reimbursement or damages on account of the loss of prospective
profits on anticipated sales, or on account of expenditures, investments,
leases, or commitments in connection with the Licensee’s business or goodwill
or otherwise. If Licensee commences or participates in any legal proceeding
against Matrox then Matrox may, in its sole discretion, suspend or terminate
all license grants and any other rights provided under this License during the
pendency of such legal proceedings.
MISCELLANEOUS
If
any provision of this License is inconsistent with, or cannot be fully enforced
under, the law, such provision will be construed as limited to the extent
necessary to be consistent with and fully enforceable under the law. This
License is the final, complete and exclusive agreement between the parties
relating to the subject matter hereof, and supersedes all prior or contemporaneous
understandings and agreements relating to such subject matter, whether oral or
written. This License may only be modified in writing signed by an authorized
officer of Matrox. Licensee agrees that it will not ship, transfer or export
the Software into any country, or use the Software in any manner, prohibited by
the United States Bureau of Industry and Security and shall fully comply with
all United States relevant export laws, restrictions or regulations and any
other applicable export and import laws.
Controlling
Law. The validity, performance and construction hereof shall be governed by
and interpreted in accordance with the laws of the Province of Quebec. Both
parties hereby irrevocably submit to the exclusive jurisdiction of the Courts
of the district of Montreal, Province of Quebec, Canada with regard to any
dispute arising out of or in connection with this License.
&nbnbsp;
Additional
information may be available on the Matrox website. If used, this site may
contain other proprietary notices and copyright information, the terms of which
must also be observed and followed.
The
failure of Matrox to enforce at any time any of the provisions of this License,
or the failure to require at any time performance by the Licensee of any of the
provisions of this License, shall in no way be construed to be a present or
future waiver of such provisions, nor in any way affect the right of Matrox to
enforce each and every such provision thereafter.
Any
and all articles and/or sections which by their nature are required to survive
termination of this License shall survive.
ANY
INTERPRETATION OF THE CONTENTS, RIGHTS AND OBLIGATIONS OF THE CONTENTS OF THIS
NOTICE AND/OR MATROX WEB SITE SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS
OF QUEBEC.
All
rights reserved by Matrox.
Matrox
reserves the right to change Software specification without notice. All
intellectual property, including without limitation, trademarks and copyrights
are the property of their respective owners and any unauthorized use thereof is
strictly prohibited.
COPYRIGHT
© 2015 Matrox is a trademark of Matrox Electronic Systems Ltd.